War of Worlds

Downtown Bellwood; March 20th, 2012; 2:00AM

"Who the hell called this meeting?" a burly man in a leather jacket strolled into an abandoned warehouse approaching six other members of the crime organization they founded together. Each of them were well into their fifties implying they had been active in this group for at least a few decades. "It wasn't any of my guys so which one of you hotshots thinks you can summon me? Eh?"

The others gave each other curious looks, waiting for who ever it was to speak up, however nobody ever took the credit; "Dunno who called us here, but it wasn't me…" another skinnier older man, seemingly older than the others, responded attempting to exonerate himself from suspicion, "I got a text from Hunt with the location and the code, I thought it was one of you idiots. Seeing as how Adam aint nowhere to be found."

"I thought Hunt was off the grid, why the hell is he contacting us after so many months?" Another of the leaders slapped his hand down on the table, scraping the wood with his golden ring, "We all agreed that he was out, first his deal with the Knights went south and then Shifter steals his encrypted cell, he was compromised."

"He is off the grid, or rather he was," a deeply modulated voice spoke up announcing itself from the rafters above, looking down on the round table of criminals. It was a man in a suit of black kevlar armor, the shadows obscured any color from his suit aside from the crimson energy that seemed to power his suit coursing out of the device on his left wrist.

Each one of them pulled out their individual handguns of different varieties, aiming them up at the figure hiding above them on thin railings, holding a wet duffle bag by the straps slicked with red liquid, "Who the fuck do you think you are, wise guy?!" the man in the leather jacket shouted up at him.

"Your new boss, each of your individual enterprises belongs to me from this point on," he placed the bag down slowly on the rafter which barely had enough width for it to sit without tipping, each of them glanced to one another with confused expressions at first only to burst out laughing seconds later. "Any of you that have an issue with that can speak up now."

One of the members of the group that hadn't spoken up yet ceased his laughing to take on a more serious tone of voice, brushing his thick mustache with his free hand, "Listen bud, we'll give you ten seconds to high-tail it out of here before we light your ass up!"

"How about two?" the figure countered, giving himself even less time to act, however; before they could even rebuttal his seemingly inexperienced negotiating skills, each of them were blinded by a flash of red light flooding the shadows. What stood before them when it cleared was a lanky creature with little muscle mass, crimson eyes, and sharp thin fingers.

Before he could even pull the trigger on his weapon, he choked on his own blood as the sound of his coughing prompted the others to glance in his direction. What seemed to be a thick burgundy, almost purple blood-like substance formed a crystal shard that now pultruded from his back. In the span of less than two seconds, he had transformed into this thing and fired a projectile through his challenger's chest. As the man toppled backwards, letting his gun clatter to the ground, the blood pooled around his body seeping from his wound. The creature grabbed the bag he arrived with, jumping down twenty feet effortlessly as he approached the table they all sat at, each of them either slowly lowering their guns or frozen staring at the body.

Another flash of crimson light engulfed the creature leaving the black suited figure in his place, revealing a hood of kevlar hiding the sides of an armored helmet as he stepped into the light. It appeared that pulsating crimson energy ran through the armored suit and into menacing eyes that burned with energy from whoever was underneath. He tossed the duffle onto the table which seemed to be filled with soft bowling balls though it was more than clear what it really was when the blood started to drip from it, rolling off the table in streaks. "You'll find that those are the heads of each of your individual lieutenants including Adam Hunt… as I was saying, you all work for me now."

One of the men put his gun down on the table and slowly reached for the zipper, pulling it open as the gruesome decapitated heads of familiar men stared back at them with an expression of horror permanently etched onto their faces. He stepped back putting his hands up in surrender as the others began to follow his example, putting each of their guns down on the table and backing away from them.

"Yea, alright, whatever you say, boss…" his tone of voice was nervous and incredibly frightened, practically shaking not wanting to end up like his partner on the floor, "What do you, uh, want us to do first?"

"I need access to resources; your men, your money, your drugs… everything," his deepened growl of a voice was more intimidating even than the heads lying on the table in front of them. "In the duffle you'll find a cellphone with a number programmed into it… when it rings, you answer." They nervously nodded with apprehensive stares.

He turned around walking into the shadows, only turning to speak over his shoulder once he was entirely engulfed in the darkness, flashing crimson eyes through the masked helmet, "Inform your men and everyone who will listen to spread the word, Prometheus owns this city now, Bellwood is mine." And just as quickly as he had appeared he was gone, disappearing into the shadows.

…

Bellwood; New York; March 20th, 2012; 4:14PM

Kevin rented his garage space from his Mother's friend, though he didn't like to talk to her much since she remarried and allowed his stepfather to kick him out of the house but, they were still family, so he was able to get a discount on the two-space shuttered garage behind a row of warehouses. Hidden discreetly enough, he was able to integrate alien technology into his black charger as well as work on it at his leisure, when he wasn't making illegal arms deals that is. Alongside his rudimentary equipment was a desk with photos scattered across them, right next to a row of rifles lined up and leaning against the wall.

He knew there were still villains out there to kill, evil people prowling the streets looking to prey on the innocent and, in his humble opinion, they all deserved to be bleeding into the asphalt just like any other scumbag. Kevin was currently staring down at a set of photos splayed across a work bench, pictures taken from CCTV footage that, while grainy and faded, showed a figure that had been caught terrorizing gang leaders and drug lords across New York. A new face had taken the underground streets of Bellwood by storm, slaughtering entire gangs of armed men, taking out cartel members one by one, at first Kevin was sure that it was Ben letting off steam after what happened to his Grandfather but, after analyzing the crime scenes himself, he realized there was no way Tennyson had that type of brutality in him.

Eddie Grandsmith, heir apparent to the Grandsmith fortune, found murdered in his mansion with a thick purple crystal pultruding from his back. Mike and Alan Albright, even being a fully blooded and half human Pyronite duo, were still found cut down by blades bade entirely of thick serrated ice. Though it seemed that Helene Wheels and Manny Armstrong, two more Plumber's kids had been seized and hidden by the Government, he wasn't sure how much better that was for them. Even though they seemed safe for now, Pierce Wheels was yet another half-alien human that was found murdered in his apartment, impaled by some sort of beetle-horn blade. This new face roaming the streets at night worried him, it wasn't every day that a trained Plumber Pyronite gets cut down in his own home along with his kid. The photos he had access to weren't high definition but, there was one CCTV camera that managed to catch the killers masked face.

The Osmosian stared down at the crime scene photos as his jaw tightened, ready to simply pound his fist through the wooden work bench but, only controlling himself long enough to glare at the figure in the picture. Armor as sleek and black as the night, energy coursing through it like veins, tens of times more powerful than the laser lances, and piercing red eyes that concealed the masked face in any photo taken. Or at least, any photo taken by the means at his disposal, he needed to start hitting the streets again to find out who this new player was. All he needed was a name.

It was just then that a knock came at his closed shutter door, coming from just outside his garage, he scattered the pictures to the side and dropped a mountain of other papers on top of them to obscure them from anyone's view. Taking a step to the left, he slapped a green button juxtaposed to an identical red one embedded on the wall, sliding the shutter door behind him up into the ceiling. Standing in wait were the two crime fighters themselves, Ben and Gwen stood in wait knowing full well that there was only one good reason for them to be there at all.

"Heard they killed Max," Kevin spoke up first, anticipating what they needed from him, he wasted no time crouching down to reach beneath the bench that held the files and crime scene photos, pulling out a long piece of weaponry before standing back up. He turned around slowly, cocking back the barrel of a sleek advanced alien rifle, a newer more efficient model than the fifteen-year-old cannon Carl used on Albedo, "Let's go hunting…" Ben and Gwen gave half smiles as they were glad to hear he needed no extra incentive to join their crusade.

…

Downtown Bellwood; March 20th, 2012; 4:45PM

After giving Ben's headquarters the once over with his incredibly intuitive designs, Cooper went to work on his own personal bunker beneath the apartment his Grandfather left him before dying, upgrading every security measure he could think of. Installing infrared scanners, motion detectors, reinforced steel barriers that could block off the entrance in less than a second. Though he wasn't done just yet, having constructed multiple useful weapons for self-defense, never wanting to feel so powerless like that again. After being hypnotized by Sublimino, and then captured by DNAliens, he was done feeling helpless; developing weaponry he could don across his person along with a liquid nanomechanical suit that mimicked the tensile strength of steel acting as armor.

Using his technopathy, he could create advanced technology rivaling or even exceeding the capability of the extra-terrestrials in the surrounding Galaxy. On the wall hung dozens of different weapons and armaments that he planned to make a simultaneous arsenal from.

"Alert: Metaphysical Energy Breach Imminent."

Cooper cut the welding equipment off, the sparks that flew over two sheets of metal dispersed, and he reached to pull off his welding mask. A Bezelian portal spun with glittering yellow light, opening a portal that led through into yet another Bunker on the other side of town. Gwendolyn stepped through, fully dressed in her blue-shaded kevlar cloaked suit, having added a belt with a kitten insignia which was directly connected to the Danger Alert. Right behind her, Ben stepped out in his regular attire of a tight black t-shirt with a white stripe around the collar leading down his torso, his denim jeans were held only by a similar belt with no insignia around his waist. Even though it had only been a month, Cooper having an eye for this sort of thing, allowed him to see the physical difference the Omnitrix had made since he last saw it, having stretched across his forearm and connecting to the light in his pupils.

The portal closed behind them as Coop set down his equipment and folded his lanky arms over his greased-up jersey, "I got your message yesterday, I've been getting ready since, is it time yet?" he asked as he turned toward the gadgets hanging on the wall behind him.

Ben nodded his head, confirming what he had just asked, Cooper sighed and shook his head, "I really don't like this idea, just for the record…" he spouted as he strutted across the room, pulling a dusty sheet from a large platform-like device that was laid out on the ground in the middle of the room, surrounded by strewn about tools, "Like I really… really-" he was interrupted by Ben who had a more than serious expression across his face.

"Can you do it or not?" he asked bluntly, thinking only of finally taking down the creatures that killed his Grandfather.

Cooper glanced at Gwen who only sighed, nodding her head in approval as the genius gave a long-exasperated sigh of his own, reaching down to plug two unconnected cords together. "Of course, I can do it…" He stepped clear of the platform, approaching a control panel where he typed in a few commands, activating the device. Crimson light projected up from the platform summoning two figures into the physical world, one was tall with long tied up silver hair, wearing a tattered magenta cloak but missing her pointed witch's hat. The other was a twin of Ben himself, only sporting snow white hair and crimson eyes, wearing an inverted set of his clothing.

"Free!" Albedo shouted, immediately pressing his palms up against the energy field that projected his image into their reality, "What is this?!" he shouted as white electricity zapped his hands keeping him from pressing onward.

Cooper chuckled, taking a step back and folding his arms across his chest with a confident smirk, basking in his success, "Right now, both of you are caught between dimensions, in stasis between the Null Void and our own reality."

Charmcaster scoffed, immediately staring directly into Gwendolyn's eyes with immense disdain, "So, what? You brought us out of our cells just to mock us? I didn't take you for the gloating type, Gwenny… Been meaning to ask, how's the house?" the witch gave a wicked cackle as the younger mage was forced to control her anger by tightening her fists at her side and taking a deep breath. Feeling Ben pat the back of her shoulder gently as he stepped forward gave her a wave of relief, simply to know he was there and had her back no matter what, it gave her butterflies the way it once had when they were still crushing on one another.

"We came to offer you two a deal," Ben announced, cutting Charmcaster's taunting off as to address the more urgent problem, "Your freedoms for a little help saving the world." He glared into Albedo's judgmental glare as he said this.

Albedo scoffed down at his twin from his projected state, levitating a foot off the ground in stasis, "Why would either of us ever help either of you?" pointing down at him in particular.

Ben chuckled, placing either hand on his hips, giving a confident smile, "Because a race of conquerors known as the Highbreed are preparing an all-out invasion, not just of Earth, but on the entire Universe; they've enslaved every planet in their way up until now," he raised his brow as the two prisoners listened closely, "If they succeed, and without us they will, who's going to let you guys out when your sentences are finished?" he proposed an obvious question that neither the Galvan nor the witch had considered until that moment.

"Alright, you have our attention, but what's stopping us from just escaping the moment we're free," Charmcaster proposed a valid question.

Gwendolyn folded her arms in disappointment, "If you don't help us and the planet is enslaved by alien squids, where are you going to escape to?" she asked as they finally accepted the circumstances, Caster and Albedo giving each other knowing glances before turning back to the heroes with an agreeing nod.

"Fine," Charmcaster rolled her eyes, folding her arms across her chest in disdain, "We'll help save the world but, don't expect us to stick around afterward to watch the fireworks," Gwendolyn was going to chime in and insist otherwise until she was interrupted by her other half.

"That's fine, you can do whatever you want once we're not all dead," Ben responded as Gwendolyn almost immediately grabbed his forearms, ignoring the muscle definition that had been growing and yanking him back out of earshot of the prisoners.

"What are you doing? We can't just let them go; they destroyed my house! Nearly killed our parents!" Gwen shouted in a whisper as best she could.

Though it seemed Ben anticipated this argument in advance, looking into her eyes and folding his arms over his chest, "Didn't you convince me to let Kevin go because he could help us and that we could always just catch him later?" He gave her a coy smile as she stuttered to respond.

Gwendolyn had completely forgotten about that, scoffing at him, and glancing back at Charmcaster who was still giving her spiteful glare, "B-But, it's her! Not only did she try to kill us but… she kissed you!" a slight redness rose up in her cheeks as she expressed her jealousy.

"Actually, she kissed us both…" he reasoned.

The fiery orange haired teen rolled her eyes in defeat, rubbing the bridge of her nose to fight off the headache she could already feel onsetting. "Fine, fine! I hate it when you're right."

"I know you do," he sung as he approached Cooper and gave him the approving nod, prompting him to reluctantly press an emergency release button for the stasis emitter, deactivating both of the projections keeping them confined.

"Finally, you two incestual love birds talk way too much, let's just get this over with," Charmcaster snarked as insultingly as possible, hopping off the platform she appeared over, along with Albedo not too far behind from the identical platform juxtaposed to hers.

"As much as I hate to agree with the woman who kidnapped and brainwashed me, we should get this done as soon as possible so we can all go our separate ways," Albedo insisted logically.

"Agreed," Ben expressed, pulling out his phone to check the time, he narrowed his eyes down at the screen and took a breath, "We're going to meet Kevin at Los Soledad, if you have anything you need to grab or do before you get ready for battle, I suggest doing it now."

Cooper approached his work bench and used his technopathy to summon a Plumber badge from the other side of the room into his right palm as he also searched through the devices hung along his wall. Attaching the badge to the center of his chest, he clearly made some improvements as tapping the hourglass released a black liquid metal casing with emerald trim that enveloped his form fitting body; never being particularly athletic, the suit would give him the physical attributes to fight. He also adapted several of the weapons on the wall into the nanotech suit, making them available on a moments notice. His eyes glowed neon blue with white circuitry connecting into his pupils as he summoned the armor to project a helmet with a visor he could use to scan his surroundings as well as summon his weapons.

"I don't suppose I could get my staff back?" Charmcaster asked sarcastically towards Gwendolyn who tried her best not to look at the witch who nearly killed her. "Hey, did you recreate the last two Charms of Bezel? That's pretty impressive for a self-taught novice."

"No, you aren't getting it back and yes, I did."

Ben came from behind and grabbed Gwendolyn by the upper arm, guiding her away from Charmcaster as they got as far out of earshot as they could in the enclosed space. "So, this is it… we're storming the castle…" Ben noted with a nervously unsure tone of voice.

"You don't sound too confident," Gwen pointed out, folding her arms with concern.

He reached up and rubbed the back of his neck, looking away from her as he spoke, "I'm not worried that it wont work, I'm worried that I'm making the wrong decision and that it'll get someone killed. I don't even want the villains' deaths on my conscious." He gave a sigh as he remembered how he essentially got his Grandfather killed during his last time in Los Soledad, now it would be a giant crater reminding him of his failure.

"You can't keep yourself from trusting your own gut just because you made one mistake, I know it's still fresh in your mind but, you have to come to terms with the fact that that wasn't your fault." Gwendolyn took his arm that still clung to his neck out of habit, bringing it down to meet her palm with his own, putting her other hand down on it. "Grandpa wouldn't want his death to be the reason you stopped being the confident leader you've always been."

Ben gave a half smile as he tightened his hand over hers a bit, "I know you're right; I just feel so guilty… I'm sorry I left you at the funeral so quickly, I had to get out of there," she responded by simply taking on of her hands away and cupping his cheek with it.

"I was never upset with you, I was concerned but, I forgive you either way," she whispered with a smile as she leaned in to give him a reassuring kiss to show him that she truly forgave his absence, it only lasted a few seconds, but it made him just want to hold her tight a never let her go. They separated when Ben's phone vibrated in his pocket, receiving a text message from Kevin who was announcing his arrival on the outskirts of the cloaking field surrounding the military compound.

He stepped back and away as Gwendolyn followed close behind, approaching the rest of the group who were all more or less as prepared as they were going to get. He turned around and nodded at Gwendolyn who approached the front of the group facing a wall, quickly tracing a Bezelian symbol over the concrete in golden light.

…

Los Soledad; March 20th, 2012; 5:32PM

Kevin's black dodge charger was parked in the snow outside of what was left of the former military base, however; the cloaking field made it appear completely normal on most spectrums of light. Hiding the fact that the entire area had been eradicated by a massive dimensional explosion. They watched for twenty minutes as fractals of frozen moisture rained over the front windshield.

They waited in park as a symbol of light formed in the air a foot off the ground, forming the seal for her portal spell, Gwendolyn stepped through first followed by Ben along with the three others. Kevin got out of the driver's seat first prompting Kai to step out of the backseat, wielding a strapped sheath holding a broadsword. The seven men and women who gathered to save the Earth from a looming threat it wasn't even aware existed, looked amongst each other as Ben tried his best to take Gwen's advice and be the leader they needed.

"What are we waiting for?" Kevin asked out loud, "A theme song?" He reached out grazing his fingertips over the hood of his car, absorbing the black tungsten steel material for armor across his body.

Narrowing his eyes at the distortion in space which he could see with his enhanced sight, Ben spoke up, "Hold on, let me get my game face on." He lifted his left wrist up to view in front of his eyes, turning the dial towards his face as he spoke towards it, "Omnitrix: Access Master Control," the watch responded by popping the dial up, shifting through his entire active playlist silhouettes, a massive luminescent beam of emerald light shot up into the sky from the faceplate forming a double helix symbol that slowly condensed down into the Omnitrix, flashing brightly upon completion.

Everyone watched in awe as they observed the humming genetic radiation that pulsated from the device, "Master Control Access Granted, One-Million-Nine-Hundred-Twelve Available Genetic Samples." After listening to the announcement, he felt the near limitless raw power coursing through his entire being, feeling the psychic link that connected him to the transformation trigger, and all of his enhanced physical attributes magnified.

Taking a deep breath sent a billow of steam out around his face still facing his feet, he turned around slowly to face the other six members of their temporary team, glancing around briefly before speaking to each one of them, "We have a pretty simple objective here, we fight our way in through whoever we have to, and destroy the hyperspace jump gate," he reasoned, "Nothing fancy."

Receiving no further input, he started to turn around about to turn his attention elsewhere until he stopped short, turning back to them instead, "And just so we're call clear, whoever we were before, today we're a team, we fight by one another's side and watch each other's backs. We win or lose this together." He made sure to put his emphasis on the object of teamwork considering not everyone on the team was a hundred percent willing to be here.

He took this opportunity to turn back around facing the cloaking field that shimmered slightly in the sunlight, his eyes shun brightly for a brief instant as his thoughts shifted his form in a quick explosion of emerald light. Emerging from the blinding beam as a rotund armored creature, Cannonbolt's eyes illuminated an even more vibrant shade of green.

"I suppose it would be appropriate to follow swiftly," stepping forward slowly, they all formed a line side-by-side preparing themselves for a fight. Albedo followed his example by pressing down on the activation button, popping up the dial of his Omnitrix and flipping through a few selections before slapping it down. In a flash of bright red, Negative Upchuck sauntered forwards ejecting a volley of slimy tendrils from his mouth, grabbing, and swallowing a slab of concrete whole.

Cooper had been adjusting his suits weapons and targeting parameters via the scheme of buttons across the forearm of his suit. Scanning the cloaking field he was faced with, his helmet calculated a solution in the form of assembling a weapon that could disrupt and essentially shut down said field. Gwendolyn and Charmcaster took the extra minute or two to focus their mana connection, as the former summoned the Staff of Ages to her hands prompting the latter to scoff in response.

Kai stood directly beside Cannonbolt grabbing the handle of her sword and pulling it out from its sheath casually, looking over the carbon steel blade that shun her reflection back at her. "That's a classic, you sure you don't wanna use Benwolf instead?" she giggled as they approached the barrier, remembering when they first met, and it was the first form she had ever seen him take.

Cannonbolt gave a light chuckle, "His name is Blitzwolfer now, by the way," he took a step forward and turned toward Cooper with a determined look in his glowing eyes, nodding at the technopath, they'd obviously discussed this beforehand giving.

Cooper received the message loud and clear, turning back to the cloaking field as the shoulder pad of his suit used the nanotech it's comprised of to construct a shoulder mounted energy rifle capable of firing ionic energy. With just a thought, he willed the weapon to fire over his shoulder into the cloaking shield as the cascading blue ion beam cut through the distortion. The entire dome fell revealing three weather manipulation towers that expelled cool air, sending waves of snowy breeze through the otherwise humid desert.

The wall they had been facing was indeed a part of the cloaking field as once it was dissipated, all that was left was a massive crater and the remnants of military vehicles that had clearly arrived after the explosion but, were for some reason abandoned. Assuming it must have been the DNAliens doing, the group didn't pay much attention to it, especially when just a few hundred feet away they could they starting line of a massive crowd of DNAlien soldiers, shoulder to shoulder.

They hadn't been facing them until the cloaking field went down, they started slowly looking for the problem, and eventually found it in their group. One after another they began screeching obnoxiously at the heroes, sprinting through the dirt and ash towards them, "I don't think they like trespassers," Gwendolyn announced.

"Well, they do have home field advantage, rosea nebula," Charmcaster swung her left arm out sending small totem out from her sleeve which exploded at their feet into a field of pink smoke clouding up around them and the battlefield between the two enemy groups, "Now at least we're just as blind as them."

"Speak for yourself," Negative Upchuck announced preparing his glowing abdomen to fire a bolt of heated plasma, he fired the first one off before hobbling off into the smoke.

Distant explosions spelled good news for the others as he didn't seem to be having too much trouble from what they could tell; Kevin reached into his armored pocket, pulling out his car keys, and holding down a red alarm button. Instead of setting off a horn to find your vehicle in a crowded lot, it shifted the vehicle into a battle-ready all-terrain tank. A gatling mini gun barrel loaded with kinetic energy bullets, a level four plasma cannon pultruding from the hood, and thicker sharper wheels to cut through any sort of debris. Before setting it to a form of autopilot, Kevin grabbed a Plumber issue rifle from his workshop out of the backseat, cocking the barrel as the vehicle took off into the smoke on its own, randomly targeting enemies that it passed from different angles.

Cooper spawned a smaller laser-cannon from his gauntlet with his armor's nanotechnology configuration, using his visor to see the infrared signatures of everyone on the battlefield. Not hesitating to pull the trigger, he was eager to get revenge on the alien creeps who kidnapped him and held him hostage.

Gwendolyn flipped her hood up spinning her staff in her hands as she and Charmcaster ended up walking into the fray side by side just by coincidence, using their individual mysticism to fend off the oncoming attackers one by one. The self-taught mage spun her ancient staff between her fingers, quickly firing off bolts of bright yellow energy at different angles into any DNAliens that came into her proximity. Charmcaster didn't hesitate to fire pink bolts of electricity from her fingers into her enemies, stunning them so she could propel them back with an enhanced melee attack.

Charmcaster was focused on the horde of creatures in front of her, not noticing the two gag inducing squids approaching her from behind with their sharp claws extended to grapple her. The witch turned only to find Gwen's hands ignited with blue fire and aimed right at her, not having any time to question what she was doing, she held her arms up to shield her face as she blasted turquoise flames at her. The spell swung passed her head and into the unseen assailants, forcing them back through the dirt before being picked up by telekinesis and dropped from twenty feet up, effectively incapacitating them.

Charmcaster looked back at them piled atop one another before turning to her rival again, brushing a lock of silver hair behind her ear, "Thanks, I guess…" she muttered, turning away and reaching into her sleeve to grab more totems between her fingers.

Gwendolyn grew a smug grin as they returned to fighting off the almost unfathomable number of enemy alien parasites as Charmcaster launched eight mystical eggs at the ground spawning five six-foot tall stone creatures trimmed with flowing pink mana energy. "Attack!" she shouted with a pointed finger aimed at the DNAlien horde.

Negative Upchuck leapt from behind the two sorceress' transforming with a flash of light in mid-air, landing in front of them as an Appoplexian, and letting loose a feral roar identical to a large jungle cats. Negative Rath charged through the crowd, swatting and back handing DNAliens left and right without care or effort. One of them tried grappling him from behind but, Albedo simply turned around and gripped the creature by its shoulders, spinning backwards launching it through a group of its comrades. Knocking them over like bowling pins. Clearly absorbed into the battle, Negative Rath became unstoppable relative to the simple soldiers they were faced with, the only thing stopping him at all were their sheer numbers advantage.

Ben, still as Cannonbolt, barreled through the battlefield with little regard for what was in his way, be it enemies, rubble, or shards of shredded buildings; he tore his way through their forces leading towards one side of the massive two-hundred-foot-tall hyperspace arch. Having master control came in handy as it gave him the ability to rapidly switch between aliens without worry of draining the core battery, not really having used it in this way since his battle with Vilgax.

Cannonbolt used a piece of inclined debris as a ramp to spin in place accelerating to roll upwards into the air, transforming into Heatblast while dozens of feet up and using pillars of fire to slow his descent and shroud his landing area in defensive flames simultaneously. Proceeding to unleash waves of orange fire in all directions accompanied by a high-pitched whine with every blast, it managed to keep them back forming a ring of DNAliens around him attempting to box him in, Heatblast transformed instantly into Big Chill, spinning upwards into the air, and spreading his wings gracefully whilst raining down a trail of freezing mist that shrouded the troops. Transforming once again, Fourarms used his five-hundred-pound body weight to plummet down into the ground. A seismic stomp shattered the surrounding frozen enemies around him, having used his ability to frost-over even the liquids within his opponent's body.

Fourarms stomped forwards confidently once again, backhanding and uppercutting DNAliens that got in his way continuing this for several seconds before transforming again quickly into Chromastone. The sun set gleamed off the glowing purple gemstones that pultruded from his body, charging a rainbow cascaded energy that layered his body. "Ladies!" he shouted out towards the two sorceresses who turned their heads, being the only females on that end of the battlefield with him. "Hit me!" he turned around facing an encroaching group of two dozen DNAliens.

Charmcaster and Gwendolyn gave one another knowing looks, nodding to one another in non-verbal agreement, allowing their pupils to shine simultaneously, "Merchucus Verditis!" both shouted in unison, firing identical pink and blue bolts of mystical lightning side by side formed a distinctly purple beam that struck Chromastone's crystal back. Funneling power into him gave him access to an unbelievable wellspring of raw energy, channeling that power into three points across his body.

His fists each became encompassed by a shifting rainbow of colors that coursed over his body and into the gemstone horn on his head; firing a beam from all three points that totally enveloped the target area. Scorching the dirt and digging a narrow trench through the beam's pathway, leaving a massive explosion in the distance that sent a crowd of DNAliens flying.

Kevin melded one of his fists into a sledgehammer shape while wielding his blaster in his free hand, unleashing a barrage of emerald plasma bolts in the enemy's direction. One of the creatures approached him from behind, attempting to grab him in a choke hold but, found it impossible to compress his steel armored neck. The Osmosian turned quickly with a blunted backhand that knocked the alien through the air, hitting the side of a cargo crate clearly brought up from the ship hidden below the surface.

Reforming his fist into a hand, Kevin took a more tactical position, crouching down and using the scope and reticle provided by the weapon. Firing out into the field with more accuracy, taking down as many as he could with as much precision as was possible. While he was blasting away, one of the DNAliens rushed him from the left grabbing hold of the barrel and attempting to wrestle the weapon from him. Kevin didn't hesitate to turn and bash the alien's head with the blunt end of the blaster but, this only gave others the opportunity to overwhelm him. As he was being backed into a corner surrounded and against the metal storage unit, he was surprised when suddenly the ten or twelve approaching creatures were electrocuted.

A pink bolt of lightning struck and cascaded across them from one to the other, lifting them a foot or two off the ground before dropping them in a smoking heap. Kevin glanced around and noticed Charmcaster staring at him with her glowing hands outstretched toward him. She gave a sheepish smile and a nod reassuring him that she was still on their team and would act accordingly. Tossing her sliver hair over her shoulder as Kai ran by distracting them both, jumping and impaling one of the DNAliens with her blade as it toppled onto its back, she back flipped off its corpse with the blade still in hand. Swinging down on another attacker in mid-air while sticking her landing perfectly, Kai turned on her heels and roundhouse kicked another creature before thrusting forwards, impaling it as well.

"For someone without superpowers, you seem to handle yourself pretty well," Kevin mentioned looking down at his damaged weapon before tossing it into the snow, she huffed and wiped her brow still forming sweat spite the near freezing temperatures.

Kai chuckled, still finding him exceedingly attractive, found herself turning bright red even through her darker complexion, "Yea, well, raised by a Plumber so I spent most of my life training…" finding herself nervously playing with her ponytail, it wasn't until another explosion went off behind them that they refocused on their surroundings.

Gwendolyn, Charmcaster, Negative Rath, Kevin, Cooper, and Kai were all in the midst of their own individual battles with the only singular similarity being that at some point during each fight, a black and white blur of speed would rush through shoving the enemy off balance at hypersonic speeds. Regardless of how hard he pushed them; it was enough to give the respective hero the opportunity to finish the fight themselves.

Far above the battlefield within the main control tower that laid behind the jump gate, the final Highbreed commander observed the insurgence with a sense of malicious superiority. From behind him, a few of the DNAliens assigned to assist him, since his partners were destroyed by Max Tennyson, approached with concern.

"Sir," one of them spoke up with a holographic tablet of some kind in its hands, "They've breached all external defenses, they're approaching the gate, what should we do?" he asked.

The Commander narrowed what would be considered his eyes, looking down in disgust on the human infestation attempting to pry its way through to them, "We have enslaved a hundred-thousand worlds in our quest for perfection, this world will fall… like all the others. Activate the hyperspace jump gate now!" he turned to glance back at his subordinates who reluctantly followed orders starting the sequence bringing the gate online.

The heroes on the battlefield simultaneously heard the blaring hum of the massive engines powering up, XLR8 came to a stop lifting his automatic visor beside Negative Rath with a plan to rid themselves of the problem as quickly as possible. As they watched the circular flashing lights cascade across the rim of the quartz crystal composition, they both transformed back into their respective human forms.

"It's activating, now what are we supposed to do?" Albedo shouted, looking back at Benjamin who only managed a confident smirk.

He turned back to his evil twin, raising his left hand to flash his black and emerald watch, Ben chuckled, "We do this a bit more hands on, we'll rip it out by force…" looking back to his twin for approval.

Albedo glanced up for a second before looking back toward Ben, nodding his head in agreement as the rest of the group finished on their individual fights; the army of DNAliens had thinned out quite a bit now, allowing them more time to observe what was going on around them. Every so often a few would approach mindlessly only to be taken down swiftly by Cooper or Kevin.

Interrupted only by a massive blinding flash of red and green light simultaneously exploding juxtaposed to one another with genetic energy that encompassed more than just their bodies. Altering the DNA of both hosts, two massive titans were left standing in their place, identical To'kustars each one just barely half as tall as the gate itself, even including the horn pultruding upward from their heads.

"Wow," Kai announced, still holding her sword up as she whistled impressively at the sight of the thundering gods that shook the Earth around her with each step, "I-I've never actually seen Way Big before…" she was happily supported by Kevin who joined her in the sentiment, staring upwards in general awe.

"Join the club," Kevin couldn't take his eyes off the giant forces of nature towering above them, figuring a single swing or clap of their hands could change the very weather around them, he wondered what sort of chance he stood against Tennyson now. Or If he'd had this form all along, was it really true that he was simply no match for Ben when he was fighting seriously?

"On three!" Way Big instructed toward his counterpart, neither of them realizing that their voices boomed over those on the ground; Negative Way Big nodded with focused crimson eyes, following Ben's lead and hugging the arch tightly.

Way Big gripped the sides of the gateway himself as it slowly powered on, "One, two, and…"

Just as they were about to tear the structure up from the dirt, Cooper's analytical mind calculated the variables of removing the gateway by force while it was active. Doing the fundamental calculations in his head in just a few nanoseconds, he shouted out as quickly as he could to stop them, "W-Wait!" he shouted cupping his hands around his mouth, "If you do that it'll-" without being able to hear the warning, neither giants headed it.

"Three!" Way Big and Negative Way Big started their forceful pull, ripping part of the Earth at its base apart revealing the complex circuitry running underground likely to the buried ship they discovered months ago. Only seconds into their endeavor, they were halted by an intense shock worth trillions of volts in electricity jolting them both concurrently.

As they both eventually released their grip after thirty or so seconds of bright flashing bolts of energy cascading through the air around the two alien titans, they both toppled backwards in opposite directions. Being their size, the fall was devastating for the surrounding area and themselves, sending a wave of dirt and debris out around them.

"Ben!" Gwendolyn shouted as a bright explosion of crimson shrouded both of their massive bodies, signifying that they were too injured to continue or simply unconscious. The mage used her telekinetic prowess to fly through the air, her kevlar cape billowing behind her. She landed and crouched next to him on her knees, looking his body over only to gasp when she found he'd been impaled upon his collapse. A rod of some sort sticking out of the ground had pierced his left shoulder straight through to the other side, cringing as she watched the iron trickle with droplets of blood. Having all six Charm's of Bezel was an especially useful advantage as the combined power of all six together not only amped each individual charm but, also gave her the ability to avoid the need to verbally announce her spells.

Gwen placed her hand on his uninured shoulder but, still received a painful grunt as every movement would sear through him like fire, burning every nerve in his torso. "This is gonna hurt a lot, okay baby?" she spoke with a soothing voice, trying to sympathize with the amount of pain he was in. Not waiting for an answer, she metaphorically ripped the band-aid off and yanked him off the rod that impaled him. He screamed at the top of his lungs, clutching his arm tightly as the pain shot through it uncontrollably. Normally this would be the incorrect decision for fear of bleeding out but, with her healing magic, the wound was closed enough to avoid that within just thirty seconds or so. "You okay?" She asked as Ben finally opened his eyes again, noticing Gwendolyn's endearing turquoise gaze staring back at his with concern, still using her magic to heal him.

"Ughh…" he moaned groggily, "Depends on how you define 'okay' I guess," allowing her glowing hands to glide over his injured shoulder, the soothing feeling of relief washed over him just as he noticed Charmcaster doing the same for Albedo on the other side of the battlefield.

Charmcaster knelt down beside the white-haired Galvan, using the same spell Gwen was utilizing only with a different colored aura, Albedo's eyes slowly opened, having hit his head on the fall, everything was still slightly fuzzy. "You should be more careful than that," she insisted but, with less of a hostile tone and one that sounded almost akin to protective or even loving…

"Why should you care?" Albedo responded, having no reason to believe her, "You used me as a weapon and took my freewill away…" he sat up slowly as she ran her hand over his chest, tracing the hem of his jacket with her black painted fingernails.

"Awe, don't whine, we had some good times too…" standing up and offering him her helpful hand which he reluctantly took, getting up himself to face her, "Don't pretend you didn't enjoy it…" ensuring they were out of view, she looked into his crimson eyes and quickly cupped his crotch in her right hand with her left planted on his shoulder.

He gasped immediately attempting to step away but, feeling a bit weak under her grasp and not due to any sort of spell she cast, he fumbled with his words until she noticed how he was clearly putty in her hands with or without mind control, "The fact of the matter is, my hypnotic kisses only really work if you actually want to do what I say on some subconscious level…" she released her grip and walked passed him, patting the side of his red-hot cheek as she brushed her hair over her shoulder.

Cooper, Kai, and Kevin kept the other four uninterrupted while they recovered from their failed attempt to remove the jump gate from the equation; as Ben, Gwen, Charmcaster and Albedo regrouped with the others, they all kept their gaze upward on the flowing blue energy that swirled within the arch. "So, what was plan B again, Tennyson?" Kevin announced, folding his arms across his chest.

The Highbreed Commander was pleased by their failure to damage the hyperspace gate, turning around to face the many DNAliens manning the computer and control consoles, typing away to maintain a stable portal connection. "Broadcast a transmission globally to all receiving networks, I want the population of this pitiful backwater world to fear the might of the Highbreed armada!"

"As you wish, sir."

With only a few command, they began intercepting all signals from space satellites and even mobile telecommunication networks. Speaking into a microphone extending out from the control desk he stood at, it projected his voice not only outward to his troops and enemies but, also through the transmission to every phone, computer, television set, or mobile device on the planet. Even translating to every known human language.

Giving him not enough time to think of a proper strategy, he was interrupted by Cooper announcing the new problem at hand, "Guys, whatever they're doing now, they're cutting communications… no, they're interrupting broadcast signals!"

"Which ones?" Gwendolyn asked reasonably, turning her head to face the technopath.

Cooper narrowed his eyes, glancing back up at the tower hanging above them, "All of them!"

Just as the announcement began, massive skyscraper sized battle ships plunged their way through the even larger gate in an intimidating display of military power, "People of Earth, your primitive understanding of the situation you are now in is more obvious than I originally anticipated. So, I am forced to show you just how unnecessary your compliance is," on every screen on the planet was a high definition shot of the battlefield minutes ago, with the heroes tearing their way through an army of DNAliens, "No matter of man can match the purity of the Highbreed!" the video made sure to emphasize the To'kustars failing to upheave the gateway. "In mere moments, their will be dozens of battle ships scattered over your atmosphere, each capable of wiping this entire world of life."

Just as the message predicted, less than a minute later, the enormous vessels appeared in the blink of an eye using some sort of light-speed technology to propel themselves for a global occupation in mere seconds. New York, Shanghai, Tokyo, Paris, Cairo, every corner of the world had been occupied by the invaders, bringing public notice to the phenomenon occurring just outside of Bellwood. The White House and in turn the President was baffled and completely incapable of responding appropriately to a threat to national, or rather, global security on such a scale. The public began to panic, looting in the streets started as soon as the first warship peaked over the clouds casting shadows down on the city streets.

Suddenly, each and every screen on Earth was projecting a live zoomed in, high-definition image of the group of misfit vigilantes and super-villains lined up and facing the main control tower, "These few delinquents believe that their menial efforts will make any sort of significant difference at the end of this day, however; it will not," after letting go of their secret identities to their parents, and the others not necessarily minding the exposure in the first place, being exposed thus was the least of their worries. "Your world is divided, too separate to be one, the Highbreed will purify this race and unify your entire world, there is no choice in the matter," Ben and Gwen narrowed their eyes up at the command tower, using the time their enemy was wasting to gloat as a way to stall to think of a contingency. "Ben Ten Thousand cannot save you, nothing can."

It was no surprise that Carl, Saundra, Frank, and Natalie were all shocked beyond belief to see their children standing as the last line of defense against an alien invasion. Even more so, the disbelief that wafted over the children and staff that attended their high school, including Cash and J.T. was more than a little satisfying. Shutting off the signal only forced the people into an even deeper panic, unsure if the entire planet would soon cease to be or if they would all be enslaved, the police had little control over the situation leaving most to fend for themselves.

"So, about that plan B?" Kai spoke up cutting through the silence as sharply as she could, figuring that standing in the middle of the battlefield was an unwise combat strategy.

Albedo approached Ben from the side and glanced up at the warships that slowly filled the skyline one by one, noticing their silver shade lined with purple energy radiating from within each. "Perhaps if we transform into To'kustars again, we could eradicate them all…" they all turned their attention to the acting leader and expert, who held his chin in deep pensive thought.

He shook his head and closed his eyes, "There are too many of them spread way too far, we could never get to them all," Ben reasoned as he noticed the ships that exited the gateway vanished in the blink of an eye accelerating for a short burst at light speed to cross the planets atmosphere in a fraction of a second. Glancing back up at the tower, Ben's cocky smile returned as he worked out his plan in his own head before sharing it.

"What's that look?" Gwendolyn asked as she took step forwards, putting a hand on his shoulder, "You have a plan, don't you?" she asked.

"Yea, I do…" as soon as he said this, dozens of more DNAliens emerged from the control tower which clearly led to the ship below, charging towards the heroes in waves, "I'll get to the top of the tower and handle this, you guys keep our position and stay alive!" Ben transformed into XLR8 once again, turning around as he was about to slide his faceplate down and zip away, stopping only when he felt someone grip his forearm softly.

"I'm not letting you go up there alone!" Gwendolyn shouted, force pushing a parasitic trooper to the side with her telekinesis, using a teal energy dome to keep them safe for the precious seconds they still needed.

The Kineceleran tried to shake her off so he could speed off without her permission but, before he could she must have been able to read his body language, purposefully stopping him by stepping in front of him. Placing one of her hands behind his armored head, keeping her grip on his thin forearm with her other hand, pulling him into a kiss which effectively subdued him and his pride for the time. Pulling away slowly with a slow blink, she asserted herself, "I'm coming with."

"O-Okay," Ben had never really been kissed while transformed into one of his aliens before, it wasn't that it felt any different really, it was only that it must have felt strange for Gwen and yet, she didn't seem to mind at all. Looking up into the glowing pupils that popped against his bright blue skin, putting an arm beneath her legs and a claw behind her lower back, taking off in a rush of speed.

As Kevin and Kai went back-to-back with their blades, his own arm, and her broadsword, they sliced away at the infected human hybrids. One of them caught Kevin's advance by the wrists, pushing him back through the snow which shoved Kai, alerting her to his issue. He quickly pulled the DNAlien in for a steel armored headbutt, turning it around and passing it to Kai who proceeded to whip the side of its head with the blunt end of her sword which sent it toppling over.

Once XLR8 and Lucky Girl had successfully vanished in a burst of black and white blurs that sent them up the side of the main control tower, using his super speed to phase through a command desk and arrive in the center of the room. DNAliens immediately closed in on them as Gwendolyn prepared herself with an offensive spell, forming an aura of orange concussive energy around each fist.

"Tennysons?!" the Highbreed Commander announced with a shocked expression, only retracting it a few seconds later, "It is you, isn't it? All you vermin look alike to me…" he chided.

XLR8 quickly exploded, flooding the entire deck in emerald light, emerging with cackling fists of green electricity cascading over his knuckles; Frankenstrike scoffed in response, "Yea, yea… space racism… we get it!" he quickly punched the ground, shaking the entire tower briefly whilst sending a jolt of genetic energy through the floor, shocking the surrounding DNAliens. Though it didn't seem to have any significant effect on the Commander, it stunned the other minions long enough for Gwendolyn to start her own assault, firing pyrokinetic and electrokinetic attacks from either hand, blasting back as many of them as possible. "Eradiko!" she shouted as the lightning bound charm light up brightly on her sleeve, firing a bolt of condensed mystical thunder into a group of three or more DNAliens.

Frankenstrike sprinted into close quarters with the Commander as soon as he could, sending lightning-fast punches at the Highbreed's head in an attempt to strike to the center of his face. However, while likely being a physical match in strength with his opponent, the Commander was clearly more agile than the Transylian able to dodge and weave through his jabs.

Frankenstrike managed to feint a right cross, using a left jab instead which caught the Commander off guard, giving him an electrified thrashing, which sent him tumbling back into a control console. This only agitated him further as he grabbed Frankenstrike's head and pulled it in for a thundering knee-strike, as he stumbled back the Commander grabbed his shoulder and sent a fist into his opponents' abdomen.

He keeled over in pain as he tried to get the air back into his lungs, the Commander was interrupted by another explosion of green light which spawned a two-foot-tall, silicon, white creature with glowing eyes, "EchoEcho!" without another word, he separated into three clones of himself before loosening his jaw and unleashing a three-hundred decibel blast of sound that shattered even the protective screening for the tower itself. Simultaneously stunning the rest of the occupants in the control center, including his own partner, the attack managed to jar the Commander more than he would care to admit, holding his head as he backed away, another explosion of energy allowed Rath leap through the air tackling him against the control desk.

"Let me tell ya something, Highbreed Commander, leading officer in the invasion force assigned to Earth! If you don't call off the armada surrounding my planet, Rath is gonna turn you into a pretzel man!" Even after sharpening the jagged claws that extended from his knuckles, the Commander didn't necessarily understand what his opponent actually meant.

Instead, the Commander decided to lash out, slashing left and right at the Appoplexian tiger, now being more swift and graceful, Rath was more than able to avoid every single one of his clawed flails. Ducking under the last downward swing, Rath grabbed his the Highbreed's wrist and slipped behind him, twisting his arm up behind his back. "Let go of me, maggot!" he forced him forward flat onto his stomach and pushed his arm further up causing even more painful grunts. Instead of letting go, Rath grabbed his right leg as well bending it backwards towards himself compiling more agony onto the already excruciating maneuver.

"What's wrong, pretzel man?! You don't like it when I call you a pretzel man, pretzel man?!" spite not actually being as strong as the Commander, his dexterity and skill advantage gave Rath the upper hand.

"Agh! T-There is no way for me to call off the invasion, I don't have the authority!" The Highbreed groaned as Gwendolyn finished off the last DNAlien subordinate in the control room, roundhouse kicking it back first into the tower-wall, Rath leaned closer twisting his ankle just a bit and growling in his face.

"Than. Who. Does?" Rath asked through his teeth with a snarl, trying not to dismember one of the aliens leading the group that killed his Grandfather.

"O-Only the Highbreed Supreme could possibly call off the entire invasion plan, but you'll never get to them, they're safe on Augstaka, you could never-" Rath finally released him for only half a second, long enough to grip the back of his head with both hand and bash it downward once with force enough to dent the floor, knocking him out cold.

Gwendolyn approached from behind slowly, folding her arms as Rath transformed once again in a flash of light back into his human form, asking the most logical question, "What or where is Augstaka?" she asked.

Ben narrowed his eyes looking down out the window EchoEcho shattered at the straggling forces still resisting on the ground as the heroes plowed through the menial henchmen, but each of the dozens of warships in the skies had a Highbreed commander aboard it, the only way to finish this would be to confront the Supreme Highbreed's. He stared straight ahead at the horizon as the sun finally shifting into dusk as the sky flooded with vibrant shades of purple and orange, "It's thousands of light years away but, I see a giant two-hundred-foot tall, short cut out the window," he pointed off at the hyperspace jump gate to the right of where he was staring.

Gwendolyn released her staff as it dispersed into blue sparkling smoke, she huffed and glanced around at the beaten enemies, "How are we supposed to go through it, we don't even have a ship? Should we steal one?" her determination never ceased to amaze him.

"I believe I can assist you lot with that!" An English accent cut through their conversation suddenly as a bright white flash of light suddenly exploded in the center of the room, teleporting a middle-aged man with jet black hair and a lab coat into the control room a few feet from them.

Ben and Gwen immediately gave each other strange looks, recalling how he'd assisted them before when Grandpa Max was taken over by a parasite, "You?" he shouted at the time-walker, walking up to the man and sticking a finger in his face with a flash of luminescent emerald pupils, "You gave Grandpa the Null Void gun that you had to have known he was going to use to-" he choked on his own words, almost letting a tear well in his eye dropping his hand to his side but, trying his best not to think about it.

"I am terribly sorry events had to transpire that way but, if I hadn't intervened then, all three of you would be dead now; and with nobody left to defend the Earth…" he explained as he approached the two confidently, placing his hands casually in his coat pockets.

"Yea, yea, I get it…" Ben muttered even as Gwendolyn put a comforting hand over his shoulder, squeezing ever so slightly.

Paradox continued though, taking responsibility for his part in what had to happen, "Though I hope I can make it up to you two by escorting you to the Highbreed's home world," he pulled out his golden pocket watch in one hand as he waited for their answer.

Gwendolyn stuck out the hand she had on Ben's shoulder stepping passed him to introduce herself for the first time to him and to be as polite as possible, even if her boyfriend was being a tad stand-offish, "Professor Paradox, right? We'd be happy to take you up on your offer, but you're just a time-traveler, aren't you?" as she shook his hand slowly, he gave out a short chuckle, returning his free hand into his pocket.

"What did I ever say that could have given you that impression?" with a smile, Paradox clicked the end of his engulfing the small group in another flash of white light, encompassing them with an instant space-time bypass, beyond anything even Azmuth or Cooper could ever come up with.

…

3,757 Light Years Away.

Augstaka; Main Capitol; March 20th, 2012; 6:02PM

Ben, Gwen, and Paradox all arrived just outside of the Supreme High Court, which the wielder of the Omnitrix only knew due to his connection to the watch itself allowing him to read the signs in an alien language. Paradox stood behind them as they glanced around at the first alien planet they had ever seen, though it was war torn and littered with destruction. Pollution had long since blacked out the otherwise murky green sky, fires broke out across the city around them from the inside of buildings, and through all this destruction, it seemed the streets were completely abandoned. The ground and buildings were overgrown with moss, mildew, and purple vines that sprouted from the ground, wrapping their way across the tall structures.

"Where is everyone?" Ben asked scanning the area over a bridge they appeared on, looking out at the silent and still streets that loomed with a lonely fog. Not a single living creature was down there.

Paradox sighed remorsefully, looking down at his pocket watch for a moment before answering, "Unfortunately, it appears the Highbreed effectively deployed their entire species for the invasion; the Atasians suffered from a ten-millennia long tradition of inbreeding, leading to their entire species becoming sterile. It seems the Supreme Council building is likely the only one still populated." Turning around to face the building, he pointed over toward a set of large glass double doors that appeared to lead into the facility, "There's your entrance, whatever you plan to do, I would do it quickly," popping open his watch again, he glanced back up at them, "I don't like to say this very often but, its only a matter of time before it's too late."

The cousins sprinted down the bridge, using her telekinesis to open the doors allowing Ben to sprint through, transforming in an explosion of emerald energy into a twenty-five-foot-tall brown, reptilian dinosaur. Humungousaur was lucky that the corridors they were walking through were built for the Atasians all being as tall or taller than his current form. Two of the Highbreed stepped into Ben and Gwen's path from doors on either side of the hall; still in a full sprint, Humungousaur stomped through simply backhanding the pasty white humanoid into the wall. Quickly finishing off his opponent with a right-cross punch to the face, he fell to his knees as Gwendolyn was fighting behind them. Wrapping the Highbreed in bright blue glittering metaphysical energy binds that coiled around his body, constricting his arms to his sides, sending him toppling off balance.

"Go!" She shouted as she ran passed Humungousaur towards the large fancy designed doors on the opposite end of the vestibule; eventually sprinting into a telekinetic flight, both heroes burst through the doors at the same time. The Vaxasaurian's strength unintentionally forced both doors off their hinges, falling flat in front of an even more massive set of five thrones.

"Who dares?!" Shouted an unusually unique Highbreed sitting in at the far left in the line of seats, closest to the intruders. They were all much larger and more rotund, with intricate designs over their torsos. However, the most unique of them all remained the one sitting in the center between the four of his constituents, sporting a dark-purple organic pattern on his wide gut that symbolized his status.

After taking a few seconds to absorb the new arrival of the enemy in their throne room, one of them spoke up in attempt to shoo them from their sight, "Take these mongrels out of-" he was directing his order to one of the two guard Highbreed standing outside the door, only entering once they broke the doors down. Though he was interrupted by the Highbreed Supreme in the center raising his claw, silencing the room, and dismissing the guards.

"You are the Earth vermin known as Ben Ten Thousand, are you not?"

Humungousaur folded his thick scaley forearms with a raised brow, "Yea… and you're the Highbreed Supreme leader…" he paused for a moment, thinking on his next words, "I want you to stop the invasion plan, not just on Earth but, on all planets."

"Just like that?" The Supreme responded calmly.

Humungousaur didn't have much else to add, being as straight forward as possible, he kept his confidence and continued, "Pretty much, what do you gain from wiping out all life in the Universe?" he asked.

"I have read reports that detailed your tenacity, however; your gall truly does exceed all expectations."

Gwendolyn took a step forward, giving her own two cents, "Don't you have any empathy for other forms of life?"

"You are mongrels… impure diseased filth… we do not feel any more empathy for your kind than a human would when wiping out an infestation of roaches," The Highbreed Supreme continued on his tirade about their bloodline, "Your very existence is an afront to our own purity."

"Oh, please…" Humungousaur responded quickly, taking several thudding steps forwards, "You aren't attacking because of your superiority, you're attacking because you're dying out, your entire species is sterile."

After a minute of silent mumbling between the surrounding Highbreed, the Supreme silenced them once again with a simple gesture, almost giving out a long sigh, "Yes, you are correct, this is the last generation of the Highbreed but, we fear not… we will not be dying out alone." A holographic image displayed the image of Earth and its surrounding space, now being cornered by hundreds of war ships targeting it, "Once Earth has fallen, we will commence the total annihilation of all sentient lifeforms in the Universe," the image shifted to an even more unbelievable scene with a zoomed-out image of thousands of ships, floating slowly through multiple Solar Systems, the sheer quantity of the enemy was immense.

Gwendolyn lowered her head, sighing remorsefully as she realized this might not go their way, even if they were to kill the entire council, their species is dying out… they would simply continue the invasion regardless. "I guess that's it, they're way too powerful to fight, we lost," before a tear could fill her glimmering emerald eyes, Humungousaur leaned down to talk to her.

"What if we don't fight them, what if we help them instead?" he suggested, looking down at the dial embedded on the black and white sash that was wrapped around his torso, "Omnitrix: is it possible to repair the genetic damage to an entire species, like the Atasians?" as the faceplate illuminated in response to his question, they waited for a response.

"Genetic Repair On That Scale Will Require All Available Power," Without warning the Omnitrix exploded, engulfing Humungousaur in an emerald flash that dropped Ben Tennyson in his place, pulling his forearm up to eye level. "Warning: Genetic Recombination On This Scale Could Risk Lethal Repercussions."

Ben ignored the warning as the Highbreed Supreme spoke up, questioning what was going on with a concerned expression, "What are you doing?!"

He only narrowed his eyes up at them, glaring at them with his glowing pupils that shun with nearly unlimited genetic energy, "Saving your species…" Gwendolyn approached from behind quickly, grabbing his arm after having overheard the watches warning to him.

"You don't have to do this; we can find another way!"

Ben reached out and grabbed her hands, pulling them close to his chest so that she could feel his heartbeat, the one the used to sooth her to sleep so easily. Leaning forwards without responding, he placed a soft kiss on her forehead between the bangs that were partially splayed over her eyes. "I have to try," he muttered loud enough only for her to hear him.

"Genetic Recombination Sequence Is Ready," Ben closed his eyes, holding up his left wrist and flashing the Omnitrix towards the council as its luminosity only grew brighter with every passing second. Suddenly, the Omnitrix erupted with a beam of emerald energy shooting up through the ceiling of the building without touching the physical structure. Piercing the black skies with the intense emerald light of providence, sending a massive wave of transparent genetic energy across the entire planet.

As he kept his forearm in the air, waiting desperately for the device to complete its task, he felt a painful sensation surging through his entire arm. It started off as just a light sting but, soon turning into a burning that forced a shout from his lips, "AGHH!" the agonizing burn that stretched down his arm from the origin of the energy seared his skin, welting it as the rest of his skin over his left forearm peeled away from the cascading bolts of green genetic electricity that cascaded over his arm.

The Omnitrix itself needed to rectify this damage it did to its host, acting automatically to heal such a severe wound, stretching like a liquid metal, akin to how it had leaped onto his arm when he first found it. It grew across his forearm covering the wound that stretched nearly to his elbow, it completed its own transformation in just a few minutes. It also melded with the glove on his left hand he was wearing, the hourglass faceplate itself grew and the activation button disappeared, now appearing identical to the Omnitrix he watched his future-self utilize seven years ago or rather, fourteen years from then.

Releasing one last immense flash of light, Ben collapsed to his knees with smoke drifting lazily off his person; it felt as though he had been electrocuted by a live wire but, it was necessary as he glanced back up at the council of Highbreed. Gwendolyn ran to his side, with a hand placed firmly on his back, she didn't hesitate to ask, "Are you alright?! Did it work?" she put her free hand on the massive gauntlet Omnitrix now encasing most of his arm.

"See… for yourself," he chuckled through strained breaths, prompting her to stare up in awe at the new colors the Highbreed were wearing instead of their natural pasty white complexion that would symbolize their purity.

"What have you done to us?!" The Highbreed Supreme shouted in fear as he analyzed his now crimson skin and bright yellow claws, all of his constituents were in the same position only with a different color scheme for each of them.

"I reprogrammed your DNA and removed the redundancies that made you all sterile by replacing those redundancies with random slots of DNA from the Omnitrix," Ben explained as he slowly stood, assisted by Gwendolyn who held his arm for support. "Everyone in range of that blast was genetically modified at random."

The council gasped in horror, the Highbreed Supreme only stuttered, "B-But with the hyperspace jump gates open for the invasion-" they all quickly enough realized what had just happened, looking over their new colored skin.

"Every Highbreed left in the Universe is now… how did you put it?"

Once Ben could stand on his own, Gwendolyn released his arm and glanced back up at them to finish his sentence for him, "I'm pretty sure they called us vermin."

"Right."

The Highbreed Supreme pounded his clawed fist into the stone armrest of his throne, cracking it slightly, "You believe this will save your or any other world from our wrath?! You have disgraced our entire culture, never in ten thousand generation has a Supreme been so disrespected! You have made us impure!" he shouted down at Ben who only shook his head, regaining a more serious composure, frowning up at the council in its entirety.

"No!" He shouted back at them, stepping away from Gwendolyn and approaching closer to their line of seats surrounding the main throne, "You spent ten-thousand generations wasting your time on racial purity, so much so that it was about to drive you to extinction…" he pleaded to them to listen to reason, or at least understand what he did for them, "Other than saving your entire species, I also taught you all a lesson, a lesson in equality; having compassion for life, be it inferior or not, doesn't make you impure. As for your bloodline, it was already falling apart to begin with."

They all looked toward the center throne where Highbreed Supreme looked down in a pensive state, thinking deeply on Ben had said, "I gave your entire species a second chance to spend the next ten-thousand generations uniting with other worlds through peace, not conquest or parasites."

After another minute or two of thought, considering the concept of reshaping the traditional ways of the Highbreed that have been instituted for thousands of years, a more peaceful existence did have an appealing ring to it. "You truly are wise beyond your years, Ben Ten Thousand, I commend you for showing us the error in our ways."

Gwendolyn smiled, feeling hopeful again that they would prevail through the situation yet, "So, you'll call off the invasion?" she asked with glee.

Highbreed Supreme nodded slightly, raising his yellow-clawed palm up into the air where a distinct pattern was etched into his skin, still in black against his now brighter pigment. Suddenly, an echo sounded from the room around them as the symbol on his palm started to glow bright red, connecting to the hive mind that they all shared and used to control the Xenocites. "Attention: all Highbreed within the sound of my voice, the war is over, return home so that we may usher in a new era of prosperity to our glorious race!" along with telepathically connecting to the Highbreed's mind, it also transmitted a loudspeaker announcement of the same dialogue, hitting the jump-gates and projecting the voice across the Universe to every planet with a war ship still looming over it.

Gwendolyn couldn't help but jump into Ben's arms, lying her chin on his shoulder and spinning him around once before pulling away only enough to give room to kiss him. Pressing her hands against the sides of his face and caressing his cheek slightly with her thumb, they closed their eyes and melted into the relief of knowing it was all over.

"Perhaps, through the centuries of tradition, we became stuck in what felt most natural to us but, thanks to Ben Tennyson we will all prosper in ways that have never been seen before on Augstaka!" The Highbreed Supreme shouted with a hand in the air, prompting the council to cheer with him, as they finally separated and looked into each other's eyes, they realized something quite important.

"Paradox didn't walk in with us did he?"

Ben glanced around without turning his head, "No… he didn't."

"If it is transportation you are in need of, feel free to take one of our cruising vessels as a token of our appreciation."

…

After Upgrade merged with the hundred-foot-long battle cruiser allowing him full control of it, he and Gwendolyn took off into the air flying through the nearest open jump-gate; traveling through it was disorienting at first, dematerializing them and sending them through space as faster-than-light tachyons. Reconstituting on the other side, they appeared through the gate on the battlefield, flying overhead where Charmcaster, Albedo, Kai, Kevin, and Cooper all watched them pass the base landing outside by the supped up black charger the Osmosian rode in.

As they all approached the loading deck of the Highbreed ship, the panel opened slowly as Ben and Gwen stepped out with prideful smirks, "We heard the announcement, you guys did it!" Kai shouted, sprinting up the ramp to pull arms around them both, embracing them tightly together.

"I guess you pulled it off after all," Kevin announced, turning around to face his car, he began to walk away towards it with a smile, "You comin?" he shouted over his shoulder.

Kai's eyes snapped open but her smile never faded, "Oh yea, by the way, I'm gonna hang out with Kevin if that's cool… since the world isn't ending or anything," she giggled and turned around running back down the ramp and into the snow, "Yea! Wait up!"

"Honestly, if anyone could tame Kevin Levin, it'd be her…" Ben muttered to Gwendolyn as they slowly strolled down the ramp towards the small group still left.

Noticing his arm again, Gwen pointed down at it with a curious expression, "So, I guess we know how his Omnitrix ended up like that, huh?" she noted referring to the future timeline they visited and the watch his future self-sported.

"Yea, I guess I never really had a choice on whether it was going to happen or not, but it looks much cooler this way," Ben noted looking down over the gleaming emerald hourglass.

"You gonna ditch Master Control again?"

"No way, I think it's time I finally became Ben Ten Thousand…" with a wide grin they both approached the old friend and two villains left lingering, "I thought you two would've run off during all the commotion, why'd you stick around, you're free to leave," Ben folded his arms waiting for a response it did only make sense that they would want to vanish from the hero team they didn't even want to be a part of in the first place.

"We both feel like we owe you our appreciation, you didn't have to release us, and you certainly didn't have to uphold your word about letting us go," Albedo took a few steps forward, looking away at the snow still littering the dirt, extending his hand for an open handshake.

"You helped save the Earth today, as far as I'm concerned that makes you both heroes; if you want to go back to being criminals, that's your choice," Ben simply gave his trademarked confident and determined grin, "I'll just have to throw you back in the Null Void until the next world ending crisis," he joked as he reached out and shook his twin's hand.

Charmcaster shrugged, taking a few apprehensive steps towards them, and not making eye contact with Gwendolyn, "I wasn't going to apologize or any of that sappy stuff but, he convinced me to give it a shot," he rolled her eyes, referring to Albedo as she had started taking a liking to him, even when he wasn't a mindless slave.

"Well, I'm sure it wasn't easy for you to say that," Gwendolyn chuckled a bit actually prompting a light giggle from Caster who proceeded to turn around with a smile, grabbing Albedo's hand.

"We'll see you around Tennysons…" Walking away together, a pink spark of mana cackled across the snow in front of them, slowly opening a vortex that they stepped through vanishing in a warp of space as the portal closed behind them.

Cooper deactivated his armor allowing the liquid nanomaterial to slither off his body and back into the Plumbers badge on his chest; "That was fun, I've never actually fought anyone before, so this was definitely… an experience," he rubbed his head with a nervous chuckle.

"Well, speaking of experiences, you don't happen to know how to fly a Highbreed X-Class Cruiser, do you?" Ben gave his own chuckle in response as Cooper cracked his knuckles with a smile.

"Let me talk to her," he noted confidently as he passed the two cousins.

Ben and Gwendolyn watched as across the crater, one of the Highbreed, now a vibrant green skin-pallet, tossed an explosive through the air with his super-strength into the center of the jump-gate arch. As the Moon slowly slipped into the sky above them raining down low light that glittered over the snow that still partially floated down from the weather towers still operational, the jump-gate disintegrated from the center down the ends towards the base, giving off a bright explosion as it crumbled to ash.

Gwendolyn pulled her hood back fully, glancing over at Ben who watched the explosion as the light danced across his face, "We did it…" he muttered with yet another sigh of relief.

"You did it," she responded, turning slightly to face him still on the ramp of the ship, she grabbed his left arm and traced the small burns that still lined the edges of the Omnitrix with her fingers, "You almost sacrificed everything to save a species that was trying to wipe us out, it's the most selfless and heroic thing I've ever seen."

Ben smiled as he looked down at her, letting the moonlight illuminate her every single divine feature, her eyelids fluttered shut as they hovered closer to each other. Feeling his breath over her nose and mouth, his very essence billowing over her, was like a euphoria she never wanted to fade from. As his lips brushed over hers, slowly she couldn't resist locking their lips entirely, using her tongue to beg for permission to enter his mouth. Within seconds she had her fingers running upwards through his hair, knowing he felt a sensation of instinctual pleasure from it.

Pulling away, if only from the lack of oxygen, Gwendolyn's cheeks flushed bright red with heat coursing through her body and into her face, "I missed you so much…"

"I never went anywhere," Ben responded raising his brow, not understanding what she meant.

She reached up and poked the side of his head with cheeky grin, "You fell in here and got lost, but you found your way back and made the right decision, I'm proud of you," grappling his torso again for another tight hug, he smiled as he pat the top of her head affectionately.

Cooper peaked out from the corner and raised a wrench up in the air, now having a small patch of grease over his left cheek, "We're all set but, there's a helicopter coming," using his ability to sense technology, he detected the motor and electronics aboard news helicopter coming to investigate the massive jump-gate explosion which lit up the sky for miles.

Ben and Gwen glanced up at the stars as a spotlight activated and shun down on them, targeting them with their camera, "This is why I didn't wanna be famous, now I gotta deal with reporters?" he complained as walked up into the ship, retracting the ramp back in as they began to take off. The ship lifted off using ionic propulsion never even seen by most average people, slowly it distanced itself from the chopper which followed it with its camera until they jumped to near light speeds, vanishing into the atmosphere.

…