Ziktor is out to take over reality like he has done in the Virtual World, Ziktor can become Grimlord by putting his hand over the crystal orb and shouting "Forces of Darkness Empower me take me back to my virtual reality."

Virtual Dungeon
Grimlord's Warriors
These are Grimlord's warriors who obey every command given to them, they're main goal is to destroy the Troopers so Grimlord has an easy chance of taking over reality. When Grimlord decided the technology was outdated, he set his castle to blow up along with whatever warriors were inside, including Ryan Steele. He created a new breed of warriors using the knowledge he extracted from Tyler Steele.
Skugs are Grimlord's henchmen, whenever a job is needed done for Grimlord quickly Skugs are always the best option, Skugs are defeated whenever they touch another Skug. They take the guise of humans, fooling the Troopers and at times, serving as spies, under the Troopers' noses.
Ziktor's secretaries
Ziktor has Skugs that are programmed to resemble female beauties, they served him in his office.
Virtual Fighters
These fast flying machines are used by Grimlord to try break though onto the reality barrier, they are armed with powerful lasers at their command.
Quantum Cruisers
The whale-like crafts of General Ivar's air fleet
General Ivar
General Ivar finds new methods and ideas to defeat the troopers, he studies their weaknesses and strengths and looking at past battles to find were they went wrong so they won't make the same mistake twice.
Colonel Icebot
Colonel Icebot makes sure that all of Grimlords plans are carried out into action smoothly to ensure as much success as possible when defeating the troopers.
Air Striker
Air Striker launches attacks on the troopers whenever they are at their weakest and have no defenses to protect them.
Dark Heart
Dark Heart was one of Grimlord's henchmen that bested all others and was relentless to destroy Ryan. The Troopers detected human DNA in Dark Heart and Ryan believed he was his father. Dark Heart invaded Ryan's dreams and he did believe Dark Heart was his father. After he lost to Ryan in a real battle, he ordered him to destroyed him but Ryan refused. Dark Heart was sent for termination by the other mutants. By running away, he is seriously damaged and Ryan brought him to the lab to discover he is indeed Ryan's father. Ryan gives his father his memories back but Dark Heart is determined to defeat Grimlord because he felt it is his responsibility. He fought alongside Ryan but is defeated in battle and taken to Grimlord. He is then rescued by Ryan and taken to a secret lab in the mountains to be repaired. Dark Heart and Ryan survive the lab being destroyed by Air Striker. Together, they infiltrate Grimlord's dungeon and fall into a trap. They managed to escape but was severely hurt by one of Grimlord's goons. He became human again but was taken away from Ryan by Grimlord again.
Amy / Red Python
Amy, a friend of the Troopers was kidnapped and brainwashed by Grimlord and given powers using Tyler Steele's technology to become Red Python at the end of season 1. Grimlord considered her to overshadow Tyler Steel's creations, the perfect combination of man and machine. She incapacitated Kaitlin to the point that she could not Retroform. Then in battle with J.B., her powers start malfunctioning due to a glitch in the technology, having her collapse in Tao's Dojo. A bio-electronic separation program from Kaitlin's battle data informed them on her real identity. The Troopers find out that one last battle could destroy her. Amy faints and comes out of the armor. She is taken to the lab and Professor Hart managed to reverse Grimlord's brainwashing. She was later presented with the orange belt by Tao and the troopers in the Dojo.