Here it comes, a future story, taking place with the XOVERING, MAINLY WITH GENERATOR REX, AND BEN 10, but other books, shows ect will have not as vital rows, but for a intro for those people who have seen my stories for the first time (People who've read them before be free to move down to the plot part)

Its been 20 years since the original great wars between the forces of light and darkness

Ben Tennyson, as a 12 year old, was a major part of this, making many friends

Including his now wife, Kiki Benjamin

Now, 20 years ahead, he and Kiki have a newborn son, named Ken. But again, lets move onto what's really important for now. Note, he looks like Ben 10,000

Kronos, the villian from the Percy Jackson Book series, has escaped from his prison in the folds of time and space

And soon after, he used his powers over darkness and time to revive villians, including many that Ben himself had fought at one point or another; Grievous, V.V. Argost, Vilgax, ect

And a new conflict has asceen across the galaxy, but some old faces are gone, like Grandpa Max, a early victim of the new war

But for now, the story takes place in the newly discovered world (Following a Kingdom Hearts style) of Nanitia

Above the world

"We meet again Tennyson" the Alien Force styled Vilgax said, observing his Rival, with a fresh air mask and tank, above the world of Generator Rex in a meteor field.

"Yeah, what could I possibly want to talk to you about, oh yeah, YOU killed my grandfather, after I killed you three times! One when you destroyed my world, the second in Camp Kidney, then the third after you took Max out!"

"A triumphant moment" Vilgax smiled "But don't ever get your hopes up, Tennyson! Now that I'm back, and my good friend Kronos has granted me immortality..."

"Yeah, I take you down, you turn to dust, you come back a week or so later" Ben rolled his eyes.

"Yes, quite. Now, you can't get rid of me, but I can get rid of you, permenatly. I've waited over 50 years to finally end the Tennysons! Your grandfather is gone, your parents were casualties from those masked friends of ours, and once your gone, then its your cousin, then your wife, and your little brat!"

"Leave Ken out of this, he's just a baby!"

"Oh, did I hit a nerve? Oh well, prepare!" and he jumped into the air. Ben looked up as his nemesis flew straight at him, with his sword drawn.

(Ben felt his arms glow membrane skin, stretching to his body. A tail grew from his tail bone. A headcrest formed on his head. Flash, and he was)

"JETRAY!" and he flew quickly, out of the way just as Vilgax shattered the meteor he was on.

"You can't hide, Tennyson!"

"Oh yeah!" he fired a neuro blast as Vilgax. He activated his shield, and the orange guarder was able to negate the attack.

"Can't the legendary Ben Tennyson do better than that?" Vilgax huffed, and sent a gust blowing into Ben. Ben was blown away by the wind (Yes, I know its a vacum, but when do cartoons listen to laws of physics?)

Ben crashed into a meteor, shattering it. Vilgax smirked, but as some rubble moved, Ben was nowhere to be seen.

"Where are you, Tennyson!?" he failed to see Jetray from under him. Ben landed quietly on the bottom of Vilgax's platform.

(Ben felt his body getting armored yellow. A longer tail formed to him. Withdrawn drills were seen on his arms, able to be taken out. Flash and he was {Confirmed but not released yet})

"Armodrillo!" Ben drilled a hole through the meteor that Vilgax was on. Surprised, Vilgax fell from his perch, but slowly, due to the floating in the zero gravity of space.

"Now, for a special treat, Vilgax!" Ben smirked as he spun mid air.

(Ben felt his body shrink, but his voice grow. His molecules started to split like crazy. He gained a voice amplyfier on his back. Flash and he was!)

"ECHO ECHO!" he then pulled his Omnitrix badge. He grew bigger, and turned blue.

"ULTIMATE, ECHO, ECHO!" he said, sounding robotic more.

"So, its true, your Omnitrix got upgraded, more reason for me to take it!" Vilgax got control back and fired a blast of laser vision. Ultimate Echo Echo tossed two sonic discs from his hands, and blocked each laser. He then multiplied, before Vilgax was surrounded on all sides.

"By!" and they sent sonic discs into Vilgax. They struck, and Vilgax exploded into yellow dust.

"You know, that's not going to get rid of him" a voice said. Still as (Now single) Ultimate Echo Echo, Ben turned to see a mechanical looking werewolf on the meteor near him.

"Who the heck are you?" Ben crossed his arms. The werewolf snarled, and attacked him. The wolf crashed into him and pressed its claws into his symbol. Ben reverted to normal, still with his air pack.

"Hey, how did you do that?!"

"My master wants your watch!" the wolf attacked, Ben spinning thanks to the zero gravity to avoid, and punched the wolf in the nuzzle. He was stunned back, as Ben regained himself.

"You serve Kronos, don't you!" Ben tried to reactivate the deactivated watch, but it was spinning and sparking like crazy.

"No" and the wolf flew straight at him.

"Please, any alien!" Ben hit the watch.

(Ben found his back hardening. His face fused with his chest. Two sets of stubby limbs formed. Flash)

"Cannonbolt!" he rolled into a ball just as the wolf struck him with his claws. Ben flew straight into the atmosphere. The wolf smirked as he vanished.

As Ben flew into impacting into a wrecked city, his watch caused him to glow green, and he crashed into the ground. He reverted, and pulled himself up, but he felt weird. Pushing himself up, he saw a reflection of himself, as a Teenager!

"What a trick mirror, I look almost 17 years younger... wait then why" he held up his teenage hand. Looking around, he saw more reflections of himself, as a teenager.

"WHAT IN THE NAME OF SUMMO SLAMMER!" he said, and shook himself "Did I just say in the name of...., okay Ben just calm down, your just a 32 year old man, who is back in the body of his teen self, and married, with a kid. Kiki, oh what's she going to say when she finds out I turned into a teen. I'll be a laughing stock, I'll be kicked out of the golf club!"

"Great, now I'm talking to myself. I'm acting like a insecure teen! Well, at least it can't get worse!" it was then that a giant pale gray limb smashed into an abandoned bus. It crumpled, as a giant spider with 12 heads (OC EVO), peered down at him

"OH COME ON!" he cried, as he looked at his omnitrix (Changed back to its Ultimate Alien form, from its 10000 look), and activated it. Running from the giant, he scrolled forms, Grey Matter, Fourarms, Rath...

"Yeah, he'd do!" Ben hit the watch.

(Ben was over testosteroned, and grew a lot of muscle. He was covered in orange and black fur. A large black claw portruded from his hand. Flash and he was!)

"RATH!" he yowled, staring at the giant spider.

"LET ME TELL YOU SOMETHING GIANT SPIDER, THING, I, RATH, HAVE BEEN HAVING A REALLY CRUDDY DAY. NOW, PREPARE TO BE SQUASHED!" he bounded, and struck the spider right between its heads and front limbs. The giant spider stumbled back a bit, but then slammed Rath down with its weight. Rath flew and crashed into the pavement, leaving a large crater.

"YOUR MAKING THIS WORSE FOR YOURSELF!" He lifted a car and tossed it, the sedan smashing into its head. It cringed as it stumbled.

"I HOPE YOU LIKE CAKE, CAUS PREPARE FOR A POUND CAKE!" and with that horrible pun, Rath slashed a large scar across its middle head. The spider yelled, as it fell. Ben smirked as he turned, but not before a laser blast shot at him from somewhere.

"WHO JUST SHOT ME!" Rath yelled. Turning, he saw a bunch of black and white agents, Providence forces.

"Stand down, Evo!"

"Evo?" Ben said confused.

"LET ME TELL YOU SOMETHING STRANGE AGENT PEOPLE, RATH DON'T TAKE TO KINDLY BEING CALLED, WHATEVER A EVO IS!" they fired, as Ben launched another wrecked car at them. It blocked the lasers before it crashed down, causing the agents to pull back.

"COWARDS" Ben laughed, before he saw a rock hurdling towards him. It exploded on contact, sending Ben flying into a building.

"I don't know what sort of Evo you are" a teenager with black hair, a red jacket and jeans said, his arm a orange cannon "But its time you get your daily dos of vitamin Rex!"

"LET ME TELL YOU SOMETHING..." Ben began before another rock flew from his cannon, and struck Ben.

"YOU DIDN'T LET ME FINISH THE LINE, YOUR GOING TO PAY!" Rath growled. He then spun his omnitrix symbol.

(Ben felt his body get covered in vines. A flaming crest formed on his head. Flash and he was)

"SWAMPFIRE!"

"Okay, when can a Evo do that?" Rex raised an eyebrow.

"What's an Evo?" Ben demanded as he shot a fireball. It struck Rex, sending him flying.

"Cool, but not cool enough" Rex said as his arm changed back to normal, but to be replaced by a giant orange sword. He sliced Ben's arm off, but a vine attatched the arm back onto Ben.

"Ouch! Okay, you asked for it." Ben pulled and slammed his symbol, causing him to turn into.

"ULTIMATE SWAMPFIRE!" Ben yelled. Rex charged at him, and swung his sword, but Ben grabbed the blade and sunk into the earth. Rex got stuck, his sword trapped, and as he pulled himself out, but then Ben popped up behind him.

"Peka boo!" and he sent a blast of blue fire into Rex, sending him crashing into another building. The building collapsed into Rubble, as Rex morphed his sword arm back, but gained a hover pack on his back. He flew from the rubble, and and flew straight at Ben. He avoided the fire balls, before he morphed his hands into giant mechanical fists, and slammed them into Ben, causing him to fall apart. As he repaired himself, Rex smirked.

"Not so tough, are you?" Rex smirked.

"Revert to SWAMPFIRE!" Ben pressed his badge as he returned to normal (In my continuity at least, Ben can't change forms except to human as a Ultimate).

(Ben felt his body grow larger. He gained scales and a large tail. Flash and he was.)

"HUMONGOSAUR!" Ben yelled. He then charged at Rex, who swung his giant metal fists. They collided, and were both thrown back. Rex's fists vanished as he fell out cold, Ben the same way and back to normal. It was then that a tall man with black hair, a goatee and sunglasses, with a green jacket.

"Not bad kid, but who is this guy" He kicked Ben in the shoulder. He groaned.

"Prepare to load them both, we need to see Dr. Holiday" he radioed.

Later

Ben was strapped to an examination table, with Agent 6, Dr. Holiday and Rex looking at him.

"Its strange, he doesn't seem to have any nanites" Rex commented "But, I thought everyone, or at least not people like the white knight, had nanites"

"Its true, yet this boy doesn't, and yet he can take on those mutant forms" Holiday commented. It was then that Ben woke up.

"HEY!" he tried to break free.

"I'd suggest you stop that, we have a few questions for you" Agent six said blantly.

"Oh, here's my answer" Ben smirked. "Omnitrix, Goop!"

(Ben felt his body melt down. A metal UFO formed above his head, which gave him form. Flash)

"GOOP!" and he melted, dripping from the binds, to reform behind Agent Six. He smacked the agent, knocking him down.

"Hey, we just want to talk, so you mind..." Rex began

"You do realize you had me restrained.."

"Because you attacked agents of Providence" Agent Six said getting up.

"They attacked me first!"

"Yes, and your an Evo"

"For the last time" Ben reverted to normal "I am not an Evo!"

"I have to agree with him" Rex said out loud. "He lacks any nanites"

"And you need corrupted nanintes to become an evo" Dr. Holiday said firmly. Agent six just looked at Ben.

"Let's try with names, my name is Ben Tennyson" he told them.

"Rex" they shook hands.

"Now, this is going to sound strange... But I'm not from your world"

"Cool, your an alien! So those mutant forms..."

"Were the alien forms, stored here in the omnitrix" he showed them the watch. "Please, just don't try messing around with it. Last time someone tried to add a new feature, I got stuck as Grey matter for a weak, and do you know how hard it is it to...."

"Hang on, there aren't any other worlds, none with any life anyway" Dr. Holiday commented unsurely.

"Its always the same with introductions" Ben shook his head "Their exist many worlds, hundreds of them, each of them are very different. For example, I've been to worlds where people ride dragons, worlds with talking penguins, worlds with the greek gods in new york, worlds with giant transforming robots, its a long list."

"But something is wrong, once I entered your world, I seemed to lose 17 years, because I'm 32!" Everyone looked at him shocked.

"Uh, you look, young..."

"That's the problem! I'm a married father, and I look like a teen! First I slayed my nemesis, for the fourth time..."

"Fourth time???"

"And then I was attacked by this wolf thing, and crashed into your world, as a teen!" They were now alert.

"Wolf, as in a werewolf, blue, sharp claws, could talk?" Agent six questioned.

"Exactly!"

"Sounds like Biowulf, one of Van Kliess's minions"

"Yeah, like Circe" A talking monkey in a fez and a tan and blue suit smirked, walking in. Rex blushed. (I'm taking in to what I know so far, website and show)

"Hmm, love with a villain, that reminds me of Bubbles and Boomer" Ben smirked "Bubbles was a hero, Boomer was a villain. He was the only one of his three brothers to reform, but sadly he perished during the space pirate problem"

"Uh, okay, but I don't think lover boy here has to worry about space pirates" Bobo commented.

"HEY!"

"And for that matter, what do you mean by fourth time. You kill a bad guy, he stays dead" Bobo brought up.

"Yeah, I was wondering that too" Rex admitted.

"It's not a good thing" Ben shook his head. "Recently, you guys know about greek myths, right? Well, as I mentioned earlier, in some worlds, they aren't myths. From one of these worlds, its version of Kronos, the father of the gods and lord of time, has escaped his prison in time due to a time travel experiment gone wrong. After that, he used his powers to revive villains from the abyss of time and darkness, and he has been attacking the worlds ever since. My grandfather, and parents, have been casulaties of these attacks. And he also made the villains come back after they are killed, so they can take us out"

"Harsh"

"Yep"

"So, do you guys have any idea why I'm a teen again?" Ben asked. Rex said something at once.

"Maybe the nanites are reacting to the omnitrix. So maybe" he closed his eyes and focused. A series of blue stripes covered Ben's watch. Rex removed his hand and the lines faded.

"It is the nanites. The nanites are responding and messing with his omnitrix, causing it to reset its wearer to its original put on date"

"Not bad, and I upgraded the watch to a ultimatrix when I was 16!" Ben was getting it.

"So, are you need to do is leave the world, and you should get back to normal" Rex told him.

"Got it, and since I'm out of air tanks, let me radio in someone" he pressed a button on his omnitrix.

"Service not available"

"Hey!" he pressed it.

"Signal jammed, communications offline"

"Jammed, oh great" Ben rolled his eyes.

"Warning, warning, Kronos detected" the watch repeated. "Location, Abysus castle"

"What!" Ben said shocked. Rex was also stunned.

"Abysus, that's Van Kliess's kingdom! Circe!"

"Yes, your worried that the god..." Bobo began

"Titan" Ben corrected.

"What ever, will hurt her?"

"That's not the issue, I'm worried that he's going to recruit Van Kliess, and his minions" Ben commented.

"Recruit, you mean make that revival thing?!"

"Yep" Ben commented.

"I need to stop this" Rex said as grew his hover pack and flew out, leaving a hole in the ceiling.

"He's determined" Agent six commented.

"Its love, I know." Ben smiled, before he changed into Jetray and followed him.

"You might want to try and find out where the jamming is coming from, this could get bad" he said as he left.

Meanwhile (And this is really X over ish, with a strong Kingdom Hearts theme, and decides the spirits that appear are the ones that have died in my story continuity so far, and there are others decides them)

Circe (The girl with black and red hair) was standing on a stainglass like floor. It was red and orange, and had a image of Rex with the sword and his gun arm. Surrounding him were 5 circles, with the headshots of Bobo, Dr. Holiday, Agent 6, Noah and herself. Images of nanites were along its edge, that looked like a far fall into a dark pit.

"Where am I?" she asked looking around.

"Your at your intervention. Normally, a place like this is for the awakening of keybearers, but instead its to talk" and from the floor rose a blue ghost. He had a dark robe, and brown hair. He had a scar under one of his eyes.

"My name is Anakin Skywalker"

"And I'm gone" Circe walked away.

"Stop!" he focused, and she was pulled back by an invisible force.

"So, your determined" She smirked. Stepping back, she screamed, and from a second, extended mouth. The sonic waves didn't seem to damage the floor, or phase the ghost.

"Uh, I'm a ghost. That's not going to work. I'm here to talk, that's all, as you stand at the verge of making a bad choice" her mouth turned back to normal.

"What sort of bad choice?" it was then that ghosts of three penguins rose from the ground.

"For following Van Kliess, and joining Krondome!" the lead penguin said.

"Skipper, that's Kronos" the taller penguin commented.

"Uh, for one Van Kliess is the only person who truely understands what's it like, being a evo" she looked down. "Rex tries, but he's with the wrong people. And another, why are you ghosts?"

"We are spirits from many worlds, who have achieved Elysian, and live in the underworld of Olympian Manhattan (Percy Jackson)" Anakin replied.

"Yeah, and while the luxury treatment and eternal happyness is nice, we spirits spend most of our time appearing to guide heroes along the right way, assist our still alive friends, and keep people like you from joining the wrong team" Kowalski, the taller penguin commented.

"Okay, I won't ask about the underworld, but what do you mean, join Kronos?" Circe asked.

"You see, Van Kliess has been discussing with that dispicable creatin" Anakin rolled his eyes, as he waved his hand. A image was shown.

"So, if you help me dispose of Rex, I will help you, and so will the pack" Van Kliss was negotiating with a tall, apparently college age looking man with pale blond hair and golden eyes. A scar was under his eye. They shook hands, and Van Kliess went ridgid as a black aura formed around him. He howled in power, as a white powder fell from under him, dissolving into black dark powder. He smirked as he landed.

"Agreed"

"Wait, what was that white powder?" Circe said confused as the image faded away.

"That, was what was left of his soul" Kowalski commented.

"To become his minion, you lose your soul, allowing you to be reborn in the horribly dark pit of Tartarus some time after he is killed. Then, he appears back in Kronos's secret lair, wherever that thing is hidden" Anakin commented.

"He, no" Circe looked overwhealmed. "I, just wanted a place I felt I belonged"

"Yeah, but if you stay with Van Kliess, Kronos will take your soul away too, and then your just be like them" Anakin waved his hand, but nothing seemed to happen.

"I think we maxed out" Anakin sighed.

"Well, you have to go now, but I expect you to do some serious thinking" Skipper glared at Circe as the area faded, and Circe snapped out of it in her room.

With Ben and Rex

Flying in, the two teenage heroes found themselves at the dark and derlict castle. And waiting for them was Kronos and Van Kliess.

"KRONOS" Ben yelled.

"Van Kliess!"

"Hello" Kronos smirked. "And goodbye!" he summoned a six foot crescent bladed scythe, and tossed it at Rex. It just scratched his hover wings, and he fell (The blade can rip souls from the person's body). Ben flew down and with effort, steadied Rex and flew at the castle, slower now.

"Let me" Van Kliess commented. He flicked his fingers, and rock walls surrounded Ben and Rex. Ben and Rex stood back to back, as Kronos jumped down from above. He landed with a plume of dust.

"This is Kronos? Isn't he supposed to be, a god?" Rex was surprised.

"Okay, I am a TITAN, you idiot mortal" Kronos spat "I am mearly, stuck in this form, but that won't matter to the dead" and he swung his scythe, as they jumped out of the way.

(Ben felt his body become mechanical. He gained two metal fists. Electricity flowed through him. He roared as he became)

"BENVICKTOR!" he bellowed as he sent a blast of green electricity at Kronos. With his scythe, he blocked the attack as he pressed forward, and sliced the attack in half, short circuiting the attack. Ben stumbled back, before Rex got his arm cannon activate and sent a rock flying into Kronos, sending him flying into the wall.

"Thanks" Ben cringed as Kronos got up again. He charged, and swung his scythe, which sunk into the earth where Ben had just been.

"Take this!" and a blast of electricity flew at Kronos again.

"How pathetic" and he shot a blast of force lightning (he can do that in my stories), and equalized the attack, and overpowered it soon after, striking Ben. He shook as he reverted, and shook his head.

"So, it seems as though my little experiment worked" he laughed "my jammer not only is blocking your communications, but also it has turned you into a teenager. Your no match for me!"

"But you do remember that Percy, Annabeth and Luke were teenagers when they beat you, right?" Ben had to comment.

"FOR THAT REMARK, SAY GOODBYE" he swung his scythe at the de powered Ben, before Rex intercepted with his arm sword. He forced him off, as he swung his blade into Kronos's, and an explosion occured. Both sides were knocked back a little, but Kronos flew straight at them with a blood lust.

"You haven't beat us yet Kronos, now where was I, oh I know, WAY BIG!"

(Ben felt his body grow much larger than before. He gained pointy blade things on his limbs. Flash and he was)

"WAYBIG!" he said deeply before he grabbed Kronos.

"Whoa, that's a big alien" Rex commented as Ben tossed Kronos, sending him into the wall, shattering it. Then where Ben had tossed him, he stomped down, but then a black mass appeared, and forced him off. Ben stumbled, and as he fell, changed to Goop, turning into a puddle as he crashed, before standing up again. Rising up was Kronos and a tall man with a red, feathered hat and orange goggles. He had red and black clothing, and a psychotic grin.

"Alucard!" Ben said disgusted.

"Ben Tennyson" he said back. "I'm sorry, but me and Kronos have a agreement to complete, and you stomping him is not apart of it"

"We can take him" Rex commented.

"No, you can't" his grin got even more so. It was then that Biowulf and two other pack members, Skalamander and Breach, appeared behind him, followed by Van Kliess, a few other of Kronos's lackeys, and thousands of EVO's!

"Not when you have to defeat the combined armies of darkness and the pack. Two against 10,000 will not work to you!"

"Well, good thing we aren't scared!" Ben nodded as they charged.

(Ben felt his body streamline and turn raptor like. He gained a face mask. Flash and he was)

"XLR8!" and he jumped, rapidly kicking at Skalamander, who whacked him down with his crystal hand. Ben shook it off and spun in a tornado, and sent Skalamander spinning, before disengaging and charging at him.

"CANNONBOLT!" he changed into his alien form of the ball of doom, and struck Skalamander. He crashed into a tree, and started to turn into yellow dust, blowing away into the wind.

"Rex, these guys are like I told you, they don't die, they just vanish!" Ben yelled.

"WHAT!" Rex said in surprise as he struck Breach with a rock, as she too also dissolved into yellow dust.

"But, we can still get rid of them, but try not to fight off more than you can chew" and with that, he rolled straight into a scarred tabby cat with really long claws. The cat snarled, and roared, as dark thorns flew out of everywhere (Note, this isn't a evo, but a very self suped up cat from Warriors, Tigerstar). They struck Ben, knocking him over.

"Now, for the kill" Tigerstar meowed as he morphed. He grew, and turned all lava patterend. One of his hands became a giant sword, all embrodied with the eye of Xana. He roared, as he was the Code Lyoko Collosus! (Again, very, very, suped up). He slammed his arm down, but Ben turned into Humongosaur, and pushed him off. Growing to a full 60 feet, he punched him in the face, causing him to stumble back, flattening some wierdo who also had a omnitrix (Otnot, another guy's OC), who dissolved into yellow dust. The collosus cat roared, as the two headbutted, and exchanged fists. Both stumbled dazed, as Ben jumped, and a few feet away landed on top of the giant, before slamming him with his tail. His spiked hit one of the eye of Xana's, as he punched the second. The giant dissentergrated into yellow dust as he bellowed in agony.

Rex was flying, fighting off a few bird Evo's, before a blast of blue fire flew at him. Twisting out of the way, he was staring at a armored girl with black hair and amber eyes. She had a black wing on her (Added feature).

"Who are you?" he asked.

"Your worst nightmare" she laughed insanly, before two balls of blue fire lit in his hands. Tossing them, Rex barely avoided them.

"Stand still, I, Princess Azula (Avatar the Last Airbender), command of you" she flew at him, while spinning into a tornado of fire. Rex gulped as he sunk below the fire vortex, barely avoiding the scorching of a lifetime. He flew up and removed his hover pack, for his slam fists. He fell, and smacked Azula with a massive pile driver. The insane firebender flew down as did Rex until he re engaged his hover pack. Azula crashed into the earth and dissolved into yellow dust.

He then heard a loud bang in the air, as a giant red dragon, ridden by a man with black hair, two different colored eyes and polished armor, charged at him in the air.

"Cool, a dragon!" Rex smirked as the rider drew out a red blade and slashed at him. He struck Rex's hoverer, causing him to fall onto the Dragon's head.

"Prepare to fall before Morzan" the evil rider bellowed (Eragon series), and blasted a piece of magic fire at him. Rex jumped, and avoiding a chomp from his ruby dragon, activated his big sword, smashing into the dragon. Its scales cracked as it cried and fell towards the ground. Rex grabbed its tail, and jumped up it as he and Morzan clashed blade to blade. He avoided more magic before smashing him, sending him falling, and turning to dust. His dragon bellowed in pain, as it dissolved as well. Falling, he reactivated his hover pack and stabilized. He panted, and found Ben as he finished off Tigerstar.

"There are too many" Rex said as he changed into his arm cannon and fired rocks into the evo army. As Swampfire, Ben was back to back with him, and firing fire balls into the dark forces.

"I have to agree, we may need to fall back" Ben said solemnly as they started to back away, but fire balls and rock blasts flew at the force as they backed off.

Meanwhile

"I bet you finally figured it out, your on the wrong team" a ghost said behind Circe, who was watching this from the castle (as she had been hiding from Kronos.) Turning, she saw a ghost of a strange man with a giant eye, and a tiny eye. He had many scars.

"Who are you?" she asked startled.

"Scared at what the dark, or fighting it, can do to a person? My name is Alastor Moody (Harry Potter), another ghost"

"How many ghosts are there"?

"Oh, there are a lot Ms. Circe" a tall, pale and black haired man (Snape, also Harry Potter), said appearing to her.

"You know what you need to do, Ms. Circe, if not, I'll fail you" Snape and Moody vanished.

"UH, fail me in what....oh never mind" she shook her head.

A bit later

Ben and Rex were about at the borders of Abysus, about to be overrun, but then, something exploded inside the castle!

"What!" Van Kleiss said in surprise. It was then that Ben glowed, and in a burst of light he was again Ben 10,000!

"What, but that must mean..." Kronos started before a sonic boom struck him from behind, with Circe standing behind him.

"Circe!" Rex said shocked.

"Oh, that's your girlfriend" Ben smiled.

"HEY!" they both blushed.

"You, dare attack me, you freak" Kronos got up, and blasted at her with force lightning, but something unseen (Snape) blocked the attack.

"Traitor!" Van Kliess yelled as he summoned giant vines, that started thrashing at them, but as they got close, they were blocked (The many ghosts are helping, decides Snape).

"What's going on!" Van Kliess said shocked as the three heroes stood unharmed.

"Wierd, but lets show these clowns, ready!" Ben yelled as Rex and Circe stood and prepared to attack. Rex slashed a couple of dozen vilgax drones with his arm sword, Circe screamed into Grievous (Star Wars), turning him into dust. She was then struck by a volley of lasers from hornets (Code Lyoko, XANA monsters), before they were sliced by Rex, before they attacked Asajj (Star Wars) and Dr. Thorn (Percy Jackson)

(Ben felt his body harden into Green crystal. Flash and he was)

"DIAMONDHEAD!" he yelled as he sent volleys of crystal into Galbatorix (Eragon) before slashing him into dust.

"You may have one more hero, but you can't stop us all!" Kronos laughed as yet more forces came out of the framework of nearly everything.

"He's right, its time for desperate measures, Rex, Circe, stand back!" Ben yelled. They got behind him as he changed to normal.

"Omnitrix, activate desperation mode." he commanded. (OC style last resort mode)

"Which setting, Alpha (High need) or Omega (Low Need).

"Omega" and the omnitrix surrounded Ben in a green aura.

"What sort of trick is that!" Van Kliess said in confusion. From the green aura came see through versions of all of Ben's aliens. Flying, while in a green aura comet, followed by all his aliens, Ben struck all the forces, destroying all of them except Alucard and Kronos. Van Kliess, Biowulf, Giants, Snake Women, (Both from Percy Jackson), Johnny Hurricane, Regor and Ecila(OC borrowed Omnitrix1), V.V Argost (Secret Saturdays), Butch and Brick (Power Puff Girls), Marik and the Supreme King (Yu gi Oh), Dark Ace (Storm Hawks), Father (Kids Next Door), Paul (Pokemon), The rest of the Forsworn (Eragon), ect were blown away in one massive attack! The two who remained stumbled back, and covered in green static. Ben landed, as his omnitrix turned red.

"THAT, WAS, AWESOME!" Rex said elated.

"Cool" Circe nodded.

"Yeah, Omega mode may be powerful, but I can't use the watch again for about 72 hours, or three days. Alpha mode, that would reset the omnitrix completely. But don't worry kids, I have more then one trick" he focused as a flash of light occured.

(A flash of green and yellow light began criss crossing each other like licorice in a straight rod before a look alike of the omnitrix formed at the top end, that had two monkey ears out of it like teeth. At the other end two pink shapes took form like a half of a heart on each side with a red handle. At the bottom of this a small tail like the one his wife sometimes had formed and at the end was an omnitirx symbol)

"So the rumors are true, you do have a keyblade" Alucard (Who is from Hellsing) said impressed.

"What can I say, I'm no one trick pony, attack!" they charged at the two remaining villians. With his keyblade, he clashed into Kronos's scythe, the weakened Titan knocked back. Alucard's arm got cut off by Rex, and Circe blasted his other away with her sonic scream, but then in a burst of shadow they grew back.

"HAH HAH HAH HA" the insane vampire laughed, as his hands got covered in dark aura, before they turned into a sword like Rex's. The blades clashed, as he used his two blades to break Rex's, and as he fell, Circe blasted him with a sonic scream. He got blasted into a tree, as he got back up and laughed.

"Your apprentices aren't doing that well" Kronos commented.

"Nor are you" Ben smirked before he jumped and spun mid air with a unreal grace.

"How are you able to do that?" Kronos said surprised as he focused, and a bright burst of light showed his wife's tambourine in his hands. He tossed it into Kronos with all his strength, as a burst of light illuminated the entire area. The light was so strong Alucard was also blasted away from the weakened Rex.

"You, will pay, for this, Tennyson" Kronos, now covered in scorch marks, a broken arm and white static, panted. Alucard and the titan lord vansished in dark portals.

"That, was, AWESOME!"

A while later

Rex's voice

Its been so wicked since I met Ben Tennyson. Well, it wasn't awesome when I left Providence. Me and the White Knight had a argument, over if it was better to keep me here, only protecting one world, or out and protecting them all. Naturally, me and Circe, and of course Bobo, did the only natural thing....

Rex was in the world of the great forest (Warrior's) and was fighting Tigerstar again, with a blind gray tom (Jayfeather)

Circe and Rex were in the world of Alegesia (Eragon) and Rex was crossing blades against Galbatorix while Circe was fighting the Twins (Eragon)

Bobo was in a resort, toasting with Fiskerton (Secret Saturdays)

"That's all folks" Bobo broke the fourth wall as this story chapter ends.