Concerned that Xanatos will sabotage a state-of-the-art flying fortress, Goliath vows to protect it, but is captured by the ship's owner, Cyberbiotics' CEO Halcyon Renard, and his assistant Preston Vogel. His morality questioned by Renard, Goliath is forced to admit something about their previous attack on the air ship, despite being misled by Xanatos. Also, Fox has some surprising news.
Cyberbiotics Chief Executive Officer (CEO) Halcyon Renard has recently paid personally for the construction of a new Cyberbiotics airship, dubbed Fortress II, to replace the original Fortress I that had been destroyed by Goliath and Demona during their raid on Cyberbiotics for David Xanatos. Renard and his assistant, Preston Vogel, are to be on the maiden flight, and the only humans aboard as, concerned that human error was the result of the demise of Fortress I, Fortress II will be crewed solely by Cyberbiotics robots, or Cybots, to prevent a repeat event.
Having watched the events on television, Goliath, feeling regretful for his part in the destruction of Fortress I, and fearing Xanatos might plan an attack on Fortress II, decides to follow the airship, only to be spotted and captured by the Cybots to be interrogated by Renard regarding the attack on Fortress I.
Meanwhile, Vogel has one of the Cybots deactivated so he can install a microchip loaded with a computer virus into it. When the Cybot is reactivated, it begins to spread the virus to the other Cybots.
Back with Goliath and Renard, as they find some common ground and Renard manages to get Goliath to admit his fault in the destruction of Fortress I, they soon notice the two security Cybots guarding Goliath's cell being infected with the virus when another infected Cybot entered the brig to pass the virus on. Renard contacts Vogel, and learns that the corrupted Cybots have changed the course of Fortress II to be on a direct collison course with the Cyberbiotics Tower that Lexington, Brooklyn, and Broadway had infiltrated previously when Goliath and Demona attacked Fortress I. Renard knows that if Fortress II and the tower are destroyed, Cyberbiotics will be bankrupt, and having invested his own fortune into the construction of Fortress II to begin with, if the airship goes down alone, he'll still be wiped out financially. Vogel understands Renard's situation, but still intends to abandon ship via the escape pods and personally use his access code to activate the airship's self-destruct, whether Renard decides to join him, or go down with the ship. However, Goliath convinces Renard into releasing him so they can at least try to save Fortress II and Goliath can make amends for helping to destroy Fortress I.
As Goliath is sent to shut down the Cybots' power source, Vogel pleads with Renard to abandon ship with him in the escape pods, even ordering the corrupted Cybots to direct Renard to the escape pods as he tries to reach the bridge. However, Renard has every intention of going down with his ship, even telling Vogel to abandon ship without him and still use the self-destruct if he fails to reach the bridge in time. Luckily, Goliath is able to destroy the Cybots' power source, shutting them down, and giving Renard a clear path to the bridge, only to find that the emergency override requires two people. Thankfully, Vogel has a change of heart, and returns to help Renard save the airship and Cyberbiotics from destruction.
After Vogel apologizes for his part in trying to sabotage the ship, Goliath and Renard part on good terms with each other, now good friends. However, after Goliath leaves, Fox herself arrives on the airship to speak to her father, revealing it was her who paid Vogel in a bid to take over Cyberbiotics from him. Despite her plan having failed, she does reveal to her father that he is going to be a grandfather, as she is pregnant with her and Xanatos' first child, before leaving the airship as the sun rises over the city.
- Renard is Fox's father; Fox's birth name is Janine Renard.
- Fox is revealed to be pregnant.
- Goliath likely rested on a roof with other gargoyles as the sun rose not too long as he left the airship.