with Mainframe to close the Web portal that had opened in Mainframe, but not without heavy cost. Unfortunately, just before his "hardware" was fired at the portal to close it, he threw Bob into a rocket and sent it soaring into the portal. The portal was then closed, and he had his army move to crush the remaining defenders (CPUs) of Mainframe. For the first three episodes of Season 3 he had complete air supremacy and full run of Mainframe, while its defenders were trapped in the Principal Office. He also left Enzo alive so he could launch a propaganda campaign focusing on how the Guardian was an inexperienced boy, thus demoralizing the denizens of Mainframe. Obscenely, he also imprisoned Hexadecimal and forced her into becoming a living weapon, electrocuting her viciously via a collar at the slightest whim. "Rather good, isn't it?", he remarked to Enzo about his latest "weapon". He was finally trapped behind an inverted Firewall that covered all of G-Prime. Unfortunately, shortly afterwards a rampaging Hexadecimal took out the Firewall; resulting in war between the viruses that devastated G-Prime (including the Tor) and neighboring Sectors. Needing a new base, and as the Principal Office shields were still offline (having been deactivated to provide energy for the Firewall) Megabyte was able to conquer it by force. Mainframe became Megabyte's long sought after Megaframe. Instead of re-building it "in his own image" (as he so frequently says), he more left it as a decaying and devastated system that was perpetually on the verge of crashing. When Matrix and Bob returned to the system, Mainframe's rebels were finally able to bring down the Viral forces. During the battle, Megabyte was confronted by Matrix, who was carrying his sidearm: Gun. Megabyte convinced Matrix to drop his weapon and fight him hand-to-hand, as the virus believed that "the boy" would be no match for him physically. However, this was proven to be false when Matrix ultimately defeated him in battle. Megabyte was enraged when Matrix spared his life, and as an act of desperation he tried to escape to the Super-Computer. However, Mouse managed to change the address of the portal Megabyte was using, and as a result he was trapped in the Web. He made a brief return in the form of a holographic simulation, which Megabyte had created to taunt anyone who went into the System's Core to prevent