The impact of the bullet threw Cassidy's lifeless body back several feet, where it finally slowed to a stop.

Jessie screamed and covered her face with her hands, trying to block out the awful sight that lay before her. Her anguished sobs could be heard by everyone. At the other side of Giovanni, James winced and turned his head as he blinked back hot tears.

Mondo, in his torment had left the room several seconds before not having the heart to watch. The gunshot echoed through the halls, as he lay there sobbing in a fetal position, with Meowth patting the poor boy's back. Tears ran freely down Meowth's cheeks as he thought of his fallen friend.

How the others felt was only a small sum as to the utter devastation Butch was experiencing. He went completely limp out of shock and disbelief. His friend, his Cassidy, his LIFE was dead or dying right in front of him.

He glanced up at the bodyguards, their eyes fixed on the gruesome sight ahead. With the strength of his torment fueling him, he quickly jerked out of their hands. He then made a wild sprint to where Cassidy's body lay.

The guards began to give chase, but Giovanni held a hand up. Stop. Let him go. His head then turned to Butch, racing as fast as he could to his dead love. Giovanni barely suppressed a chuckle at this pathetic sight. This had made his day, heck, his year.

Butch came upon her, and he quickly got to his knees, crouching over her body. "Oh God, Cassidy, no!" His voice cracking from emotion. Because his hands were still bound in front of him, he couldn't even hold her one last time... He put his finger on her neck, desperately searching for a pulse. There was none. Cassidy was dead.

He was grimly amazed that despite the force of the weapon that killed her, Cassidy's head was still in one piece. He knelt down in the puddle of blood beginning to surround her. He began sobbing uncontrollably. Not just any sobs mind you, but the sobbing of a broken-hearted man, who had lost the one person he cared about most in the world. The only girl he ever loved, his Cassidy.

Butch's anguished tears chilled the spines of everyone in that room.. except for Giovanni. He merely grinned at this. He had finally broken Butch's spirit, and now he would die too.

Giovanni motioned for the body guards one last time. They clamped down on Butch's arms and began to drag the crying man back to meet his doom. Butch lost all will to resist. The only reason he had for living was now dead.

Jessie sprang out from behind the boss's chair and put the barrel of her gun to Giovanni's temple, her finger firmly on the trigger. The crushed look on her face had been replaced by an evil grin as she smugly declared, "Nobody move or the boss gets it!" Then she turned and smirked at James remarking, " You have no idea how many times I've wanted to say that!"

Gasps filled the air as James smiled back and produced another weapon of his own, and shoved it roughly against the boss's back. "Release him!" he demanded to the guards holding Butch captive. "Now."

They didn't need to be told twice. Their grips loosened, and Butch slowly sank to the floor, not really seeming to notice he'd just been saved from a gruesome fate. Not really seeming to notice anything..

Giovanni remained stiff, and didn't say a word. He was determined to show no sign of weakness. "I've always known they were fools. Now is my chance to be rid of them as well!!" he thought to himself while keeping completely composed and emotionless.

James walked toward Butch, all the while having his eye on Persian. He didn't trust that cat as far as he could throw him. He slowly came to Butch, who was staring down at the floor, still stunned and desperately praying this was all a bad dream. James produced a knife out out his boot and sliced through the cords binding Butch's wrists. Butch suddenly sprang to life and started to run back to Cassidy, only to be held back.

"Let go of me, James!" Butch struggled, but in was still too weak to even barely protest. He sank to his feet, unable to stand. In an act of stupidity, James momentarily holstered his weapon to help up his injured comrade.

Seeing James' back vulnerable, Persian leaped to action. The sheer force of Persian's weight combined with the surprise knocked James forward onto his face, his gun and knife both sliding uselessly away out of his reach.

"No! James!" Jessie's attention shifted to James, who was receiving the brunt of Persian's fury swipes. Giovanni chose that moment to grab Jessie's arm. She screamed and dropped her gun as he twisted her wrist, causing it to break with a loud snap. He used his powerful arm to toss her as easily as he would a rag doll. She let out a shrill cry as she landed painfully on her broken wrist. She lay writhing in pain a few feet from Cassidy's body.

"You idiots really thought you could defeat me? The Boss of Team Rocket?!?!?" Giovanni thundered at them, seething. He picked up his magnum revolver and leveled it at Jessie's head.

"No...." James whispered softly, his body wracked with pain. He could feel himself dying. Persian was merciless with its attacks.

Giovanni cocked the revolver and steadied himself for the kickback.

A loud shot echoed through the hallway. Giovanni turned his head to see his precious Persian slump lifelessly onto the ground. His eyes widened at what he heard.

A familiar gangster voice rang loud and clear. "Who's da top cat now?!?" Meowth stepped out of the shadow, holding a very large machine gun. "The question is... do you feel lucky? Do ya? Mwa ha ha ha ha ha ha ha ha!!!!" He let out a barrage of bullets, taking out both of the bodyguards who had earlier tormented Butch and Cassidy. Giovanni dove behind his chair in just the nick of time to avoid being killed.

Jessie took this as a clue that they'd better skedaddle. She winced as she hustled over to Butch and James who were still both in great pain from Persian's attacks. "You guys, we've go to go NOW!" They both got to their feet as quickly as they could.

Meowth called to them over the noise of the machine gun. "I'll hold em off! Mondo's got da balloon around back!" When he saw the worried look in their eyes he only replied, "I'll be fine! Meowth can take care of himself!" But the look in his eyes said that he didn't believe a word he had just spoken. This last battle was for his friends.

Butch turned to Cassidy's body. James saw this and clamped down on his arm. "We've got to go!" He said in a firm, emotionless voice. Butch turned to look at him, horrified at the very though of leaving her here.

"No! I won't just leave her here!!!" Despair and confusion showed in his deep brown eyes. How could James even ask such a thing of him?

James only pulled on his arm, pulling Butch farther from Cassidy every moment. "We have NO choice!" Butch began to weep softly again as he looked at her body one last time.

Jessie, James and Butch limped through the empty halls of Team Rocket Headquarters as fast as they could. The shouts and gunfire from Giovanni's chamber grew fainter with every step. Then suddenly, it stopped.

Meowth tried the useless gun one last time. The bullets were spent.. he was done for. Unless..

Giovanni slowly slank out from behind his chair, smirking the whole way. He clicked his tongue in disdain and began mocking him , "Meowth, Meowth, Meowth .... and I thought you had so much potential.." He emphasized this insult by shaking his head with disgust. "But you have proved us all wrong..." he chuckled as he saw the fear slowly creep into Meowth's feline eyes.

Several heavily armed Rocket Thugs stomped through the door on the north wall of the chamber. They stood in a perfect line behind Giovanni. Their leader was a huge, muscular man with physique that would have made Lt. Surge jealous. His deep features were offset by an jagged scar beginning from his forehead to his chin. He growled in a raspy voice, "Your orders, sir?"

"Sgt. Pegg, there are four traitors escaping! Your men must stop them with whatever means necessary. Shoot to kill!!!" Giovanni thundered, pointing at the door through which they had escaped.

Sgt. Pegg signaled his men with a quick jerk of the head. "Fall in, men! Move out!" The sergeant and his men quickly bolted out the door, marching in perfect synchronization.

Giovanni stared at Meowth, who was trying his best to show no emotion. To make Meowth's pain more keen, Giovanni turned to his bodyguard and said flippantly, "And while you're at it, clean up that mess over there. We just waxed the floor yesterday." The bodyguard's gaze turned to Cassidy's still form.

"What shall we do with the body, sir?"

"Burn it."

Meowth almost choked on the large lump growing in his throat. He watched helplessly as the man carelessly scooped up Cassidy's dead body and quietly muttered about how her blood was "staining his new uniform."

Meowth began slowly backing out of the chamber when he backed into something. He gazed up to see another Thug, who was definitely not smiling.

"Leaving so soon?" Giovanni had Meowth surrounded. Giovanni raised his revolver to Meowth's head, and like in a dream, Meowth was powerless to stop it...

In the halls, Butch, Jessie, and James hesitated momentarily, until they heard it. One final shot. Meowth had given his life to save them.

It also meant they were running out of time.

END OF PART TWO