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When the villains literally descended on the museum Indira turned to regard them, carefully sized them up, and did the only possible rational thing she could: she left. The crowd of people fleeing the elemental quartet were plus one disguised alien as she tried to lose herself among the humans and make for an exist....but only to the nearest corner, at which point she backed away and waited for the last of the civilians to be past her before melting into a smooth, silver form that scaled the wall a bit and hugged as close to the room she'd just left as possible.

Her view wasn't great unless she wanted to betray her position, but she could at least hear the ongoing negotiations, and her eyes narrowed. Diplomacy rarely hurt, but she wasn't sure it would be much help against people who broke in through museum ceilings. That was okay.

She could wait.

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As Indira slipped off, Eve similarly managed to lose herself in the chaos of the frightened crowd, the villains too distracted by Citizen's unexpected offer and their own bickering to pay much heed to which museum visitors were together or not. "Whatever we're going, Richard, we need to do it now," Sylph reminded their leader, her tone balancing a practiced sultry allure with justifiable impatience. "No sense pushing our luck."

"Screw this, I'm just grabbing the thing," Pyre interjected, flaring past Citizen and looming closer to the Bauble's display, his sneering expression falling on the terrified Kimber in particular. "Who's gonna stop us? Look at this snot nosed brat, she look scared enough to -- "

The fiery villain probably hadn't been planning to end his sentence with 'unhinge her jaw and let loose a blast of frigid winter cold accompanied by an unnatural howl of wind' but he did move quickly enough to dodge the cone of frosty force, flying higher and out of the way with a string of invective. "The hell?!"

"Enough surprises!" Fathom gushed angrily. "Grab the Fifth Prime Element and destroy anyone in the way!"

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Eve took a moment to examine the situation, activating her morphic molecule costume in the process. Her first instinct was to capitalize on Sharl's display by attacking the leader (or what she assumed was the leader) with the intention to demoralize.

Pyre drew her eye though. Pyre and Kimber's reaction to Pyre.

The telepath knew of Kimber's aversion of fire, it was made quite obvious with their visit to Dunwich Academy, and someone exploiting that fear, intentionally or not, angered Sage. The tiny acrobat was a blur of motion, a black and blue streak that slammed into the side of Pyre. As her deep red psychic blade bit deep into the flaming villain, Sage snarled, "Get away from her you bastard."

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Before he could make his indignation at being immediately set upon by teenage superheroes for the umpteenth time in his long, villainous career, Pyre shouted in pain, the scarlet spike of psychic manifestation set his pain receptors off in an eruption of retribution that left his flames guttering and his vision blurred as he wavered in the air.

Nearby, at the same moment Sage's powers lit up about her hand, the clicking of gears from the Quantum Bauble became audible even to those still unable to see its true form, gaining volume and gradually picking up speed.

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There was an odd sound from close to the Quantum Bauble display; after a moment, it became clear it was a human unconsciously trying to growl like a grizzly bear. That said human was six and a half feet tall, encased in shining blue armor, and swathed in a transparent aura of flame may or may not aide the unconscious intimidation effect.

"Bad move, Sparky."

Cobalt Templar took a single step forward, and before his other foot hit the ground he was flying through the air. A split second after that, and he seemed to be wearing a huge suit of armor, albeit one where the whole thing seemed made of compressed fire, for an effect not unlike the surface of the sun. For all that, the air wasn't burning in his wake. He reached out for the wavering villain of fire with one of his enormous hands.

"Now you're gonna be a punching bag for me and the little miss here."

Blue flame covered red, and while Pyre's body tried to harm the bearer of the Blue Ring, it seemed the Fires of Judgement were more powerful than Mere Fire. Cobalt Templar was unharmed even as he closed his whole fist around Pyre's torso.

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Sylph pulled a face that was an expression of long-suffering exasperation as much as anger as she floated toward Citizen. "'Tired of fighting teenagers,' are we? I suppose you think yourself a clever one, little boy," she mocked in a predatory purr, the eyes of her gaseous form narrowing. "Unfortunately for you, clever little boys still have to breathe." With that, she raised both hands, her arms from the elbow down becoming a funnel of inert gas that attempted to smother the flying hero... with no effect whatsoever on his holographic projection. "What...?!"

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"Sorry, lady, I'm a boy of science, not like your boyfriend here," taunted Citizen, floating right into Sylph's attack and out the other side. He focused not on her, but on the leader he'd been addressing, keeping himself between Professor Fathom and the others, especially Papercut with his problems with water! "Listen, I know you guys are all ridiculously old, so much so that you probably flew here in something with transistors with a combustion engine, but if you don't know who I am, you're nuts!" He put his hands on his glowing chest symbol. "I'm Citizen! Miss Americana's sidekick? Helped save your city from alien brain-eating monsters? Living computer program, and not from the computers that are fifty feet tall and made of magnetic tapes? Here, let me show you what I can do!"

He threw a wild punch at Professor Fathom, only to have the slippery water monster open up a hole in his own head and let Sharl's magnetically powered punch pass right through his body. "...Okay, maybe I was laying it on a little thick there, but don't they even get the news where you're from? I mean come on."

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Wraith spun around the corner and made a beeline for the biggest target she could see, hurling toward Granite as a low-to-the-ground silvery streak right up until she was nearly underfoot - a little too near, as it turned out, as she failed to get proper traction on the museum floor and her momentum carried her just an inch too far, the oversized hammer she'd formed out of one hand swinging down so close to the giant's head that he could have felt the breeze...if he had any skin left.

Inwardly, she swore in her native tongue. Outwardly, she took the opportunity to get a better look at the assembled villains, three solid black eyes focusing on each of them in turn. "Water, stone, fire...metal? I think I have read something like this in a book, once. Do we only need somebody with plant-based abilities to complete the set?"

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Granite for his part seemed fairly affable about Wraith's suggestion, taking a moment to scratch his stoney brow with one finger. "Huh. I dunno. Hey, Prof!" he called, disconcertingly unthreatened by the Kinigosi hunter menacing his bulky form. "Issat what you mean about another element and all? Metal? Or issat just another type of rock, like me?"

"Just hit the creature, you dolt!" Fathom seethed as his head reformed from avoiding Citizen's attack, having very quickly run out of patience with the whole affair. Moving away from the holographic hero, the water elemental advanced on the display case and Papercut, intent of tossing the Detroit native out of the way and grabbing the Bauble. "...where is that infernal clockwork ticking coming from?!"

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Koshiro had been slow to react to all the fighting, or rather, his ingrained first response to breaking glass and screaming was to duck, not to run willy-nilly into whatever was causing the commotion. He watched as the Factor Four landed to menace the group, noting in particular the fire controller and, worse yet, the man made of water. They obviously wanted the Quantum Bauble, and even though it seemed like a totally useless novelty, he'd picked up enough knowledge in hero history to know that if a villain wants something really badly, it's rarely wise to let them have it.

He formed up his armor just in time to see the waterman approaching him, looking like he'd have no trouble giving Papercut a really unpleasant bath on his way to the Bauble. "Screw this," Papercut muttered. Digging into his jacket pocket, he pulled out a handful of cranes, which instantly took wing and multiplied as they headed towards the glass display case. Forming into a perfect wedge formation, they crashed headlong into the glass, shattering it with their tiny beaks and bodies. A few were rather the more crumpled for wear, but that was the good thing about paper creatures, they could be bent back into shape.

Stretching his sleeve over his hand to protect himself from shards, Papercut reached into the broken case and grabbed the Bauble, which crinkled and rustled like paper despite the weird ticking. Tucking the paper dragon under his arm, he whistled at the cranes, some of which broke away to create a flat paper platform under his feet, speeding him into the air and away from the action.

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"Sorry, Shiny, nothin' personal," Granite grated out in his gravelly voice, shrugging massive shoulders as he loomed over Wraith. The earthen creature's tone was relaxed and ponderous in the unnerving manner of someone well assured that they're on the profitable end of a very one-sided fight. "Normally I'd figure elemental types oughta stick together, maybe invite you to poker night r'somethin', but the boss says smash ya, that's what I do." With that, he moved his stone fist with uncanny speed for one so large, crashing it like a sledgehammer into the Kinigosi.

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Wraith looked up at the towering mountain of a man, not with awe, but with a keen appreciation for how intimidating he could be when he wanted.

She stood her ground, almost passively, as his fist came down on her head. The effect was rather like somebody punching a pile of mercury: under the force of the blow her body splashed outward in all directions...but rather unlike a pile of mercury, no pieces of her every detached from the rest and she simply pulled herself back together moments later. "It is quite alright," she politely reassured Granite as her three black eyes blinked open on her newly-reformed head. "You may wish to find a new boss, however. I am afraid that I am not very easy to smash."

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By the time Sage and Cobalt Templar had each taken their righteous indignation out on Pyre, Kimber had reflexively shifted her manifestation into the tattered reaper's cloak of Ghost Girl, the shadow of the hood giving her the scrap of composure it took to get herself back under control. Horribly embarrassed to have become a liability once again, ruining whatever brilliant plan she was sure Citizen had been working on and needing the upperclassmen to fight the fiery villain on her behalf, she briefly considered attacking Pyre herself, but bit her lip for a moment instead, unable to bring herself to confront her phobia so directly in the moment.

Instead, pushing her shame down into the pit of her stomach, the phantom lifted into the air and floated toward her opposite apparition, Sylph. "I don't need to breathe either, lady, so you might as well give up!" she announced resolutely, her face stretching inhumanly once again as she loosed a torrent of frigid cold the crystallized the vapours of the villainess' form just enough to impair her wafting movements.

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"Blast it!" Fathom raged as Papercut made good on his smash-and-grab escape, the Factor Four's leader winding his liquid body after the origami artist. "If you want something done right..." With a great surge, his arms became geysers, shooting out like water from a firehose. The followed the giant paper airplane further into the museum before tendrils, huge fingers that wrapped around Papercut in a a watery cage.

As the streams tightened around Koshiro, the Bauble tucked under his arm stopped ticking.

Somewhere from within it, a bell tolled. Looking down, Papercut found that he was no longer carrying an intricate paper dragon, but a translucent prism. After a beat of silence, it tolled again. By the time Fathom's water had formed a complete sphere around him and was pulling him back toward the group, the Bauble was glowing in an entirely worrisome manner as it continued to ring out the hour in some other pocket of reality.

"What the devil--?" Fathom muttered as the light shone through his prison just before one final, deafening toll rung out from within and a blinding burst of light washed over the room!

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The light faded as quickly as it had come, leaving a cloud of concealing smoke in its wake. Having fallen to the ground at some point in the confusion, Ghost Girl staggered out from the cloud, coughing and waving her arm. Her first thought as she took stock of the situation was that she was wearing absolutely the wrong hood. Rather than the ethereal cowl of her usual reaper's cloak, this was a heavy fabric attached to a sweatshirt with the sleeves ripped off and something scrawled on the front in stylized spraypaint. The jumpsuit underneath she recognized as the Claremont Academy uniform, which she was also sure wasn't right. Raising her hands to pull the hood out of the way, she saw that they were a healthy pink, undeniably solid and beating with a pulse.

"Oh, marmalade," the living girl gulped.

"No, no, no!" Sylph's voice came from somewhere else in the room, oddly deeper and more resonant than her earlier airy tone. As the smoke slowly cleared, Kimber spotted a hulking rocky form from the same direction as the voice, just slightly smaller than Granite and distinctly more feminine once she got a better look. "This cannot be happening! Richard! Fix this! Now!"

"Cease your-- oh. Hrm..." Fathom called back, Dr. Richard Calumus floating up above the remaining cloud not on a geyser of water but propelled by a jet of flame. "This is odd."

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"Man, my head feels weird. Why am I...so...tingly..."

Corbin trails off as he wavers out of the smoke and sees Kimber's rather more corporeal form. Then he notices the rather altered blue glow around his body, bringing his own hands up...And seeing right through them to view the Factor Four. His voice is oddly flat as he speaks.

"What."

Corbin's "redesign" was more radical than just his rather obvious ghostly nature. Instead of his traditional armor, he was dressed almost like a cowboy of old, including duster, hat, bandanna, and a Lone-Ranger-style mask on his face. A face that was rather gaunt, the ethereal skin stretched just a bit tight over the bones, his eyes glowing white orbs. He had a pistol hanging at his hip, and a longer "firearm" of some kind hanging off his back. His whole outfit, from his hat to his boots, was tattered, though it was mostly a "frayed around the edges" look; only his head showed more significant change than being "blue and translucent".

He looked up at the altered members of the Factor Four, a scowl stretching his ghostly face even more. His next words were a bit of a growl.

"Well, this is just הממשלה."

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There was something moving inside Indira's body. A lot of somethings, actually: she could feel them, each of them, individual muscles and organs all pushing or pulling or twitching like individual creatures, air sucking in and out of meaty chest sacks and fluids coursing through meaty tubes. As the smoke cleared she stood, distracted and dumbfounded, in a sleeveless purple and black costume that appeared to run in one piece clear from her feat to the top of her neck, where it continued further still up her fleshy face to form a simple, identity-concealing mask over her eyes.

She used those eyes to glance down at her stiff-feeling, bone-filled, gloved hands, then back up at the other heroes and villains, watching the world move though just two spheres that rotated - rotated! - inside a pair of bone-and-muscle-backed sockets.

She looked like she was going be sick.

"I think that I am going to be sick."

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A loud liquid splash echoed from the center of the room as the water controller lost control of the cage that had surrounded Papercut and sent hundreds of gallons of water hurtling to the ground. As it puddled and flowed over the tiled floor, some of the liquid began to flow strangely, pooling together despite the pull of gravity, shimmering like a silver oil slick. Then it began swearing like a cab driver in a fender-bender, in a voice that sounded like it came over a transistor radio. The voice was Koshiro's, but the body... well, there was no body.

At first the world didn't make any sense at all. He could remember grabbing the bauble, being grabbed himself, his armor melting off, then falling when the light blinded them all... and now there was only flat blank whiteness and a confusion of faraway voices. He tried to turn his head, tried to reach out, but nothing was working. He couldn't feel his own fingers move, couldn't hear his own heart beating. Had that been it? Koshiro wondered wildly. Was he dead? He rolled his eyes frantically, willing anything to work, and to his surprise, he did roll them, a lot further than he'd intended. There was a strange vertiginous sensation of the entire world inverting, and suddenly instead of whiteness he was staring at the ceiling, then at blurry human figures he couldn't focus on, and then... something moved. A twitch. It was as though his hand twitched, and something moved. He did it again, and this time he saw a liquid ripple in a silver puddle near his eyes. He began to curse steadily, and the noise of it was reassuring. At least something still worked! "What the hell is going on?" he finally blurted, his entire form rippling with tension.

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Sage was still moving when Papercut snagged the crystal fragment; with Pyre having taken to the air the telepath's target priority shifted so after she landed she moved to back Wraith up. She saw her hoodie wearing teammate get trapped by the villain out of the corner of her eye but there wasn't much she could do, the flight enabled members of the team would have to handle it.

Then there came the disorienting white light and the sonorous tolling of a bell. Taken individually or together, each one would be distracting, but the telepath's psychic senses also shut down in that flash of light. The mindwalker's psychic link to her teammates as well as the feather light contact she maintained in a massive radius around her suddenly went silent. It wasn't the first time Eve's mind was quiet with her thoughts alone, but each time still came as a shock.

"Merde," groaned Sage as she lost her footing and slammed face first into the marble pedestal that once held the display of the crystal, the rock powdering from the impact.

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There was no sign of Sharl at first, no hint that the electronic teenager was still there after the explosion. And indeed, a close inspection of the area revealed the ominous sight of Cobalt Templar's still-glowing power ring embedded deep in Citizen's holoemitter, as if shot there from the barrel of a gun. The ring glowed and sparked, blue electricity swarming over it like ants, and fell out of the crumbling electronic gadget, rolling along the floor and sparking like a child's toy. It rolled until the vibrations caused by Sage's abrupt impact made it fall, whereupon which it landed on its side like a fallen coin.

And then the fire broke out. With a roar, blue flames shot through with sparks erupted from the fallen ring into a blob of six feet of azure flame still sizzling with electrical impulses like a fire shot through with lightning, the floor beneath it bubbling and scorching as tile melted or caught fire. With agonizing slowness, the flames gradually resolved themselves into a figure with arms and legs, then a head, then a recognizable humanoid body, then finally what was clearly Sharl, cast now in holy fire and scorching lightning like a ghost wrapped in hellfire.

His costume still looked familiar enough, a blue glowing chest symbol with coat hanging behind him, but his body looked thick and bulky, his undercostume looking more like armor than anything else, his head wrapped in glowing fire with just his face visible. When he spoke, he seemed to be shouting in gibberish before the stream of words resolved themselves into something recognizable. "00101101011110100110010101101110001001110111001100100000010011010110100101100111011010000111010000100001! I DID IT!" He pulled himself to his feet, still standing among the smouldering remains of his transformation. He was at least nine feet tall. "I'M STILL ALIVE!"

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"Aw, this is just stupid," Pyre groused as he reformed from a dispersed cloud of gas, having clearly taken on Sylph's powerset and form. The usually fiery villain made a couple of quick attempts to fling an errant fireball with predictably little success. "Slyvie, your powers are terrible and I hate them."

"Cool it, Connors, ain't her fault," Granite interjected tersely, displeased with the tone his teammate was taking toward Sylph. Smaller than he'd previously been, he was still larger than Professor Fathom in his new, watery body. "Heh. 'Cool it'. Water jokes ain't so tough." All in all, he seemed to be taking the switch at least as calmly as anyone was, stretching his liquid limbs experimentally.

For her part, Sylph was obviously distraught. "I'm hideous!" she shrieked as much as her rumbling voice was able to, trashing powerful fists about and leaving crumbling wall and floor in her wake. "Ruined!"

"Calm yourself, dear, we'll sort this out soon enough," Fathom responded, raising his burning hand to reveal the Quantum Bauble, untouched by the heat he was generating. "We have what we came for. Factor Four, withdraw!"

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"Cee Tee! You're dead!" Kimber gaped, pulling back her hood with one hand and planting the other on the side of her face. Feeling the warmth of her hand against her cheek, she pulled it back immediately. "And I'm not!" Patting herself down frantically, she attempted to take stock. "I've got skin and bones and a stomach and..." Reaching into her pocket, she produced a folded piece of rice paper. "...cranes? Ohmigoodness. I killed Cee Tee and stole Papercut's pants." The Canadian looked properly horrified by the revelation.

She ducked reflexively as the now fiery Professor Fathom flew overhead, heading for the hole in the roof along with the rest of Factor Four. "H-hey! They've got the thing! You guys, we can't let them get away!"

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How am I not dead?

This was the first thought to enter the young French heroine's mind as she extracted herself from the pulverized pedestal, shaking powdered marble from her hair. The second thought was that her eyes hurt, like a burning or itching sitting just behind them. Rising to her feet, Eve brushed dust and debris from her trenchcoat and the prominent Psi emblazoned upon her chest. She blinked, glancing down at her costume.

The burning behind the gymnast's green eyes continued to intensify, rapidly becoming difficult to ignore. Sage's train of thought was interrupted by Kimber's shout, pulling her attention up to the hole in the ceiling and the escaping Factor Four. Light and heat erupted from the tiny athlete's eyes. streaking up and out to hit Professor Fathom before abruptly cutting off.

Whether it did any damage Sage couldn't tell because she had her eyes screwed shut, hands clasped firmly over them. "What the hell?"

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Corbin was still disoriented when the Factor Four began to flee. He saw Sage get up and shoot lasers out of her eyes, but hey he was a ghost so that wasn't weird right? Of course, there was another problem.

"Sharl! Watch out, don't overload the ring or something!"

He felt helpless, because it seemed like the villains were getting away and he was so slow...But maybe one was close enough. He turned toward Slyph, grit his teeth, and started running. Of course, he wasn't really "running" so much as "moving quickly through the air"; his legs moved, but they didn't really seem to do anything. Still, he got up to speed and caught up to the rock-bound woman, a frown on his face.

"Y'all need to get back here so we can fix this mess."

With that, the ghostly cowboy gave a fierce expression of resolve on his face, pulled back a fist, and punched her. That is, punched into her, where the chill of his ghostly form would hopefully slow her down.

'This is so messed up but Kimber does it all the time don't think about it too much don't stop can't think about it have to stop the villains..'

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Sylph gave a cry out shock and outrage at the attack. It wasn't clear whether she was more taken aback by the strength sapping nature of the ghostly touch or simply by having a solid body to be affected in the first place. Regardless, it didn't do much more than startle her given the massive physical power now at her command. Grabbing a nearby marble pillar in stoney fingers, she ripped a sizable length of it free and used it like a club to demolish part of the museum wall, leading out into the street. The backswing passed harmlessly though Cobalt Templar - or through Corbin, at least - before Slyph dropped the debris and continued fleeing the scene.

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