Virtual Dark Fortress

The Virtual Dark Fortress was the secondary base of Grimlord, the main villain of Saban's VR Troopers, created with the activation of an energy prism containing a download of Tyler Steele's knowledge of Virtual Reality. The Fortress takes the form of an orbiting station, the exterior of which is borrowed from Space Sheriff Shaider of Japan, from which Japanese footage for Season 2 of VR Troopers is taken. The interior however, is distinctly American, right down to using actors for this footage this time instead of dubbing Japanese footage of the various mutants that inhabited its predecessor, the Virtual Dungeon. Grimlord has fierce new soldiers awaiting his command. When it came to the end of Season Two, JB and Kaitlin sneaked on board to rescue Dr. Poindexter's robot Galileo, whose memory was being drained by Oraclon, and punched in a command to cause Oraclon to overload and the Fortress to be damaged. Thus, the Virtual Dark Fortress seemed to be immobile and unusable. At the end of the final episode, Grimlord ordered for Oraclon to be reprogrammed and the Dark Fortress to be rebuilt as he vowed revenge on the Troopers, but that was Grimlord's last scene. 

Access
After Karl Ziktor uses the prism on his desk to turn into Grimlord, he teleports to the Virtual Dark Fortress where his servants say "Hail Grimlord! Lord and Ruler of all Reality."

Occupants
General Ivar and Colonel Icebot still remain affiliated with Grimlord and communicate with him through a holographic video screen much like they did in the Virtual Dungeon since they're not inhabitants of the Virtual Dark Fortress. Also, Air Stryker and Fighterbot are still available to carry out aerial attacks against the VR Troopers. The Virtual Dark Fortress inhabitants and newest henchmen to Grimlord are:

Despera

 * Actor: Jun Yoshida (Japanese Footage), Kristin Norton (U.S. Footage)

An advisor and strategist to Grimlord who also created her. She is dressed in an elegant white robe and a horned headdress, and wields a large scepter. She is quick to lose her temper and is an immensely powerful warrior. She is the sister of Desponda. Ryan once clashed with Despera, who battled him through various dimensions. In our dimension, Despera could float and blast purple electricity from the sphere on her staff. In another dimension, Despera seemed to turn invisible and attacked by throwing her staff around like a spear. Ryan also encountered another dimension, while involved in a battle with her, that was like a giant, slowly revolving crystal ball. Ryan escaped this dimension by blasting the crystal ball walls a few times with his laser pistol. Ryan defeated Despera in battle, by tricking her into zapping a trap wall in the temple containing Grimlord's secret identity. She was struck in the shoulder by an arrow, and after removing the arrow, promptly retreated. 

Oraclon
An oracle of data and information. Oraclon gives Grimlord more information on aspects of the Virtual Realm even he has no prior experience with in any way. Oraclon can create monsters for Grimlord to use against the Troopers. He can also be a devastating warrior in his own right. In the episode "Into Oraclon's Web", Oraclon left the Fortress and took on Ryan Steele himself. He is little more than a giant circular head installed in the walls of the Fortress. In battle, he sprouts tentacles, and even a tiny body with legs, to give him mobility. Ryan was able to blast and destroy his tentacled body, thus Oraclon resulted in battling and moving around by floating. Ryan first used his "Laser Saber" command and tried to finish off Oraclon by repeatedly slashing him, but to no avail; Oraclon was too powerful. Later in battle, Ryan discovered Oraclon's only weakness was the area of space between his three eyes. Using his "Laser Saber" command once again, Ryan plunged it into that weak spot (his third eye), and then used the finishing swipe which successfully destroyed him. Oraclon is the only member of the Fortress crew to have been killed in battle; although a line dropped by Grimlord at the end of that particular episode demands that he'd be rebuilt immediately...which he is. However, in the final episode, Kaitlin and JB made his circuits overload while he was trying to drain Galileo the robot of his memory, frying his circuits and computer banks in the process and making the Virtual Dark Fortress unusable until he were to be reprogrammed again. He was the only major villain this season to be destroyed by the Troopers, and he was destroyed twice at that. 

Doom Master

 * Actor: Toru Odaira (Japanese Footage), T.J. Storm (U.S. Footage)

This sword-wielding field operative dressed in black armor was created by Oraclon. Doom Master commands the Vixens and often the Ultra-Skugs personally when the battles require his attention. He is a proud, yet easily irritated warrior who often gets into arguments with the more rational Despera, who is quick to temper when he provokes her. He is also a rival of the mutant known as Arachnobot, whom he destroyed before Arachnobot could destroy Ryan Steele, since he didn't want to be outdone (and replaced) by the mutant. 

The Vixens

 * Actresses: Mai Ooishi (Purple Vixen, Japanese Footage); Corinne Chooey (Black Vixen, U.S. Footage), Mariah Shirley (Purple Vixen, U.S. Footage), Amy Tan (Pink Vixen, U.S. Footage)

A team of breath-taking and deadly beauties trained in the most vicious and dangerous arts of combat. They are created by Oraclon and commanded by Doom Master, and often accompany him in battle. 

Knighttime

 * Actor: Paul Brewster (U.S. Footage)
 * Voice Actor: Wendee Lee

An old friend of Grimlord's. Knighttime is an androgynous humanoid with long robes that had the ability to control dreams, much like the Dream Master and speaks telepathically. Knighttime is described as a virtual prince of time travel and hails from a separate, yet savage, virtual reality universe. Knighttime once battled JB in Crossworld City and was revealed to be able to shoot glowing, laser-like projectiles from his mouth. Knighttime put the Troopers into a deep sleep where they dreamt about an apocalyptic version of Cross World City, under Grimlord's totalitarian rule. JB and Kaitlin fought old foes Shoulderbot and Laserbot while Ryan fought a monster that appeared as a giant pair of boot-covered feet. To wake up, the Troopers had to regain control of their dreams and defeat Knighttime. Knighttime appeared once again and sent the Troopers back in time via a time machine. Knighttime was called upon again, this time as temporary leader of Grimlord's army while Ziktor had plans in our reality. Knighttime revealed he could make himself transparent and non-corporeal (ala a hologram). Even later, Knighttime was eventually defeated by Fanbot after betraying Grimlord by both freezing time with his time machine (against Grimlord's permission), and building the scrap-piled robot Conatron to aid him in his conquest of our reality. He believed that Grimlord did not own our reality, so it was okay for him to freeze time and seize it for himself. When neither Ryan nor Grimlord were able to destroy the time machine individually, they both worked together to successfully destroy it. Grimlord would hold Knighttime captive afterwards, hoping to use his power to conquer the real world.

NOTE: While Knighttime looked and clearly sounded female, it was said on the show that Knighttime was a male. In the Japanese counterpart series, Knighttime was also an androgynous effeminant male. 

Desponda

 * Actor: Machiko Soga (Japanese Footage)
 * Voice Actor: Andrea Harmon

Despera's sister. A powerful warrioress that Grimlord hired once to destroy the Troopers and control his Air Castle. She succeeded in capturing the two Kaitlins and JB aboard the Air Castle and seemed to have several forms. JB managed to defeat her with his Laser Lance as well as permanently destroy Grimlord's Air Castle. His finisher caused her to burst into fire balls instead of falling and exploding as normally would happen when used. Somehow, she survived her defeat, even though she appeared to have been destroyed. After the two Kaitlins and JB escaped the ship and ruined Despera's evil plan, Grimlord vowed never to use another of his allies' relatives to help him again.

NOTE: Desponda was shown to have four additional forms, not counting her original, in VR Troopers. One form was a mutant/monster, one form was a robot/cyborg, one was a combination mutant robot, and one looked like vapor/water.

Ultra Skugs
An "upgraded" form of Skug, used with Tyler Steele's technology. They begin as regular Skugs in traditional Trooper battles, but can transform to this form of drastically different warriors by posing towards one another in a fighting stance. They are significantly more difficult in this form, however they could still be eliminated the same way as the regular Skugs (that is, by knocking them against one another). 

Grimstar Fighters
The Grimstars are flying battleships that are designed to look like miniature versions of the Virtual Dark Fortress. The Grimstars are equipped with wheels and also seem to resemble mini-carriages.

Gargantus
The Grimstars are often accompanied by a giant rolling robot with a spiked head and a frowning faceplate, called Gargantus. Gargantus was first seen in an image that Grimlord shows to Tyler Steele before he upgrades to the Virtual Dark Fortress. Gargantus could shoot lightning from its eyes.