Grimlord extracted secret information from Tyler Steele's mind into the Prism of Empowerment, a triangular prism. He blew up his castle and prepared new mutants and Skugs using the technology taken from Tyler. He entered what he called his true place, the darkest reality. Ziktor ordered for his crystal orb to be destroyed and from then on, Ziktor used the Prism of Empowerment to transform into Grimlord by shouting "Forces of Darkness Empower me take me back to my virtual reality." He created the Dark Fortress, a flying ship to be his new stronghold.

Virtual Dark Fortress
Ultra Skugs
Grimlord then decided to make new and improved Ultra Skugs, that were far more viscous and smarter than the average Skug. They are highly energized with Tyler Steele's technology.
Ziktor's secretaries
Ziktor has Skugs that are programmed to resemble female beauties, they served him in his office. When Grimlord was missing after his castle was destroyed, the lead female wanted to assume control. Later, Grimlord asked her to destroy his crystal orb as he no longer had use for it.
Virtual Fighters
These Virtual Fighters are used by Grimlord to try break though onto the reality barrier, they are fast flying machines with powerful lasers at their command.
They are flying battleships that resemble miniature versions of the Virtual Dark Fortress, although equipped with wheels and mini-carriages.
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. Cornel 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.
Orclan is a highly advanced source of virtual intelligence capable of creating a whole new army. When Grimlord created Dispera, she made Orclan known to him. He comes up with ideas and monsters to defeat the troopers, he is very wise and will obey Grimlord's every command. When the VR Troopers created a robot to hold all their secret information, Grimlord stole it and made Orclan steal its information. As they were transferring information, both were connected. When J.B. and Kaitlin gave the robot an impossible command, it severely damaged Orclan and messed up the Dark Fortress. Dispera commented they would have to reprogram Orclan.
Dispera is Grimlord's second in command that he created in his new palace, the Dark Fortress. She is there to make sure whatever Grimlord says goes and like Grimlord will stop at nothing to defeat the troopers.
Doomaster is a fierce warrior made by Orclan. With his amazing strength and arsenal he makes defeating the troopers look easy.
The Vixens
The Vixens are highly trained ninjas created by Orclan. They are smart, quick and very strong even though they may not look it.