Upgrade of the Mind and Body

What the hell am I doing here? I pondered to myself as I sat sprawled off on the couch in my girlfriend's secret base. I was watching Ben save the day yet again on TV. At this rate he's gonna completely leave me in the dust. I've been brooding over this kinda stuff for the past couple of weeks now. It all started when Ben decided to regale me with the tale of how he took down Maltruent. How he and Rook got front row seats to the big band itself, and how they were planning to go explore the universe this summer. Now while I ain't the type I couldn't help but be a bit jealous at the – let's face it – impressive things he's done. Hell I was there for some of them. But it got me thinking, what kind of legend worthy things have I done. Sure I've help save the universe a couple times, even saving the day from Aggregor when Ben couldn't stop him. But no one ever sung songs about it. No one ever went 'Oh man, that's Kevin Levin' when I walked down the street. Heck even Rook has more hero cred than I do and that just ain't right. Was it because Ben was stronger than me, pffft like hell he is. All his power comes from the omnitrix, although I have to admit he's pulled off some crazy shit with that thing. When I really think about it, the omnitrix just does artificially what I can do naturally. Maybe that's why he's stronger, because the watch does the heavy lifting for him. Not to mention he's got like a million options to choose from with that watch. But he's not invisible, he's been beaten before, I've beaten him before. I can't afford to waste my time just sitting around here. Even Gwen's gonna surpass me at this rate. I mean this is her secret sanctum I'm in right now. Dammit why don't I have a secret sanctum of my own? I was getting more and more agitated as I watched the news coverage of Ben's latest deed.

Gwen walked into the room carrying a pile of large heavy looking tomes. Well carrying may not be the right word to describe it. More like she was levitating them instead of lifting. I didn't really pay it much mind at first, I was still busy brooding. After she guided the books to the table she looked over at me. "Hey babe, what you up to over there" She asked. But I didn't reply, mostly because I wasn't really listening. She pouted at my silence, then marched over to stand in front of me, still not getting a reaction out of me. So she took drastic steps. Plopping herself down squarely on my lap, her knees on either sides of my thighs. Well that got my attention immediately. "Hello, Earth to Kevin, what's up with you. You've been kinda stoic the past two weeks. I mean you've only washed and waxed your car once this week, so I know something's up with you." Leave it to her to discern my mood from the way I threat my car, wait, only once this week, what the hell. "It's nothing serious babe, I'm fine." her brows bunched in disbelief, she knew me way too well. "Kevin Ethan Levin you be straight with me right now. What in the word is bothering you so much?" Dammit, did she really have to bust out the full name thing; I mean that's just cheating. I closed my eyes and sighed, oh well, couldn't lie now.

"I've been doing a lot a thinking, 'bout me mostly, and where I'm heading with my life. And sadly, I got no freaking clue of an answer. I mean Ben's got his hero thing; you have your magic thing, but what do I have. Nothing that's what, and I have no idea of what I want to do either." She thought quietly for a while but I could tell she wasn't really coming up with anything. "Not to mention that half my life was a lie. Just some cover story Servantis came up with. In truth I don't even remember who my parents were. I don't even know who I really am anymore. It's really starting to rattle me" I let my head fall with those words. However this time she didn't have to think about an answer. She cupped my cheeks with her hands and forced me to look into her deep green eyes.

"I know exactly who you are; you're Kevin Ethan Levin, my totally awesome boyfriend and a kickass mechanic. You're a loyal friend and tough as nails hero. That's who you are, don't you ever doubt that." She kissed me for extra insurance and I couldn't help but smile. Jeez when she puts it like that how could I possible refute it? She always knows exactly what to say to lift my spirits and I love her for it. "Besides, if you really don't know what to do with yourself, then why don't you just go on a Trip, you know, do a little soul searching. Who knows, you might find the answer you're looking for." Hmm, I had to admit she had a point there. Plus it's been a while since I've taken the Rust-Bucket out for a spin. "Wait but if I go off on a trip, what would you do. Don't tell me you just plan to stay locked up in here, studying all this stuff." I watched as her face took on an almost apologetic look. "Actually, about that, you see, I kinda agreed to go spend my next summer vacation with grandma Verdona." – She clasped her hands in apology – "Please don't be mad at me. She just kept hounding me about it until I craved in. I'm really sorry babe." Well it's not like I was mad at her or anything. I had seen the stubborn childishness of her grandmother first hand.

"Oh well, it can't be helped then I guess" I said chuckling a bit, she crack an eye open to look at me. "So you're not mad at me?" she asked me and I shook my head. "Of course not babe, you go have fun with your grandma. Besides, I don't wanna get on her bad side again." we both shook at that memory. "Oh thanks babe" she learned to give me a kiss, then she moved to whisper in my ear. "Since you've been so understanding about this, I think I should give you an extra special reward, don't you think." She said as she licked the shell of my ear. The seductiveness in her tone and the lust burning at the back of her eyes had me melting into the couch. "I definitely think so" I said and she smiled that oh so sexy smile of hers. She slowly got off my lap, taking both my hands and helping me up off the couch. She swung her hips as she turned and guided me to the bedroom where we spent the next hour making passionate love to each other.

We spent the next few weeks in relatively the same fashion. When Gwen wasn't doing her college thing, she was doing her magic thing. And I went back to my mechanic job, I also started to wash and wax my car at least three times a week. It was around two days before summer break started that I had an epiphany. I finally had a clue as to what I wanted, but it wasn't going to be easy, not at all. Then the big day was here, Gwen was all packed and ready. As we waited for Verdona to come pick her up Gwen turned to face me, one of her eyebrows raised. "So, you figured out what you're going to do yet? Or are you just going to wing it until you do?" I thought about it for a while, in truth I had thought of something. But I didn't want to give too much away yet. "Well let's just say that I got something in mind. But you'll have to wait 'cause I want it to be a surprise." I told her with a grin, she pouted a bit. Then there was a bright flash of violet light signalling the arrival of Verdona. "Gwendolyn darling, I've come to get to you as promised. And might I say how happy I am that you finally decided to embrace your Anodite heritage." She said in that always too bubbly way of hers. Seriously where does the old woman get that kind of energy, you know, aside from the obvious. Gwen groaned under her breath, already annoyed. "Hey grandma, nice to see you too, you remember my boyfriend Kevin right." She gesture at me and I waved to her grandma, I seriously did not want to get on her bad side again.

"Ah of course I remember you. Glad to see that you're still taking such good care of my granddaughter. I always knew that you were a fine young man." After saying that she floated over to me and kissed me on the cheek, Gwen just rolled her eyes at the woman's antics. "Alright grandma lets go." – She then looked at me - "you sure you're gonna be ok." Gwen asked me with concern on her face. "Yeah I'mma be alright, you'll see. In fact if this thing works, I'mma be a lot better than alright." I said with a degree of smugness, mostly so she'd not worry about me too much. She smiled at me then turned to Verdona, telling her she was ready. I watched her go as Verdona started rambling about all the places she wanted to take her and things she wanted to teach her. Gwen had an almost eager look on her face as they both vanished in a flash of violet light.

Now It was just me myself and I, perfect, time to get this show on the road and kick start my own summertime adventures. I got out the stuff I had packed and laid them on the table. Then I took a quick shower and did some tidying up, and yes I can clean if I want to. After that I gave the place a once over, got my stuff and locked up behind me. Zet was on heels as we made our way to first leg of the journey, an abandoned airfield just outside of town where the Rust-Bucket was waiting. Why the hell did I name it that again, on well whatever. I drove up into the cargo hold then secured my car in place for takeoff. After putting away my stuff I made my way to the cockpit and jumped into the pilot's seat, Zet took the co-pilot's seat. "You ready girl" she gave me a sharp bark. I started the engines and then we were air born, just a man and his dog off on an epic space adventure. Now this plan I came up with a couple of days ago was gonna be complicated, and potentially dangerous. It started when I was thinking about my past, how it had really been, not the make believe version Servantis had planted in my head. And that got me thinking about Servantis himself, how he used to be the proctor of the plumbers, second only to the Magistrata.

And that's when it hit me, why don't I become the next proctor, with my own elite team and my own rules. Sadly there was a problem with that. I had nowhere near skilled, smart or strong enough for that position. But there was a way to circumvent that, a loophole exclusive to me. And that loophole was my powers. Servantis had once used my powers to live-graph the DNA of one species on to another, therefore creating hybrids like Pierce, Helen, Manny and Allen. I was like an organic version of the omnitrix, which gave me two options. I could do what Aggregor did, but that would make Gwen and everyone else hate me. Or I could grab the omnitrix again, but that always ended badly. It's because the omnitrix is just a receiver, linked to the codedon stream on Primus. That's what makes me lose control, because I'm technically tapping into over a million genetic samples of DNA. But after learning what I could really do from that little bout I had with Servantis. I now know of I more stable way to go about doing it.

Which now leads me to my next problem, I was running out of the boosted intelligence I got from Servantis. And if I was gonna do this; I'd have to be smart about it. So how do I permanently jack up my IQ? The answer to that question was now simple to me; I just needed to live-graph onto myself the DNA on a highly intelligent species. And for that I chose a Galvin. It was now just a matter of how to acquire it. Then I remembered I knew of one Galvin I had fairly easy access to, Albedo. So I headed to the Plumber HQ that was orbiting the Earth. I docked and then made my way straight to the prison cell block. Since I had my plumbers badge plus I was well known, I had no problem getting access to Albedo's cell. Or sabotaging the security feeds on my way there.

"Hey there midget" I teased due to Azmuth's turning him into the ten year old version of Ben. "What the hell do want Levin; have you come here to gloat. Well you might as well enjoy it, for it will be short lived." He said trying to sound all high and mighty. I had to remind myself that even though he looked like Ben he was a Galvin, and one of the smartest beings in five galaxies. "Easy there mini dork, I didn't come here to rub your defeat in your face, even though it's quite tempting. No, I came here for something much more beneficial to me." As I told him this I placed my hand on the lock system to his cell. With the last of the power I got from Servantis I opened his cell and grabbed him. I quickly caught the hand that he wore his ultimatrix on while he struggled and complained. I didn't have much time before security was on to me so I had to do this fast. I turned the dial to a Galvin and hit the watch, watching him transform. As soon as he was, I began to absorb his power; using a device I created from Servantis's memories to live-graph his genetic code onto myself, without having to kill him of course. He looked stunned at first, but then quickly composed himself, shifting into his ultimate Galvin from. "I don't know what your game is Levin but you wo- ahhhwahahh." I didn't let him finish as I hit him with a teaser disk. I couldn't have him breaking out because of me know could I. I closed the door to his cell as he reverted back to his young Ben form and quickly made my exit.

I didn't stop until I was on my ship and safely flying away from plumber HQ. Man, I can't believe that work, and no one will even know it happened. With this, phase one was now complete. Already I could feel my intelligence growing, surpassing even what I got from Servantis. In fact I already knew what to do next, my mind working like a super computer had already created the next phase of my plan. And then the next phase still. By the time this was complete I would be unstoppable. No one, not even Ben would be able to stand in my way. Now it was onto phase two, since I now have a stronger intellect. I would need a stronger body. And I already had the ten alien DNA's I would need lined up. "Alright then girl, next stop, Primus."

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Now normally Primus is not planet that is easily found. In fact only a select few like Azmuth knew of its true location. And that was for good reason. You see Primus was the planet where the codedon stream could be found. Think of the codedon stream as being a mighty river made up of over a million genetic codes collected form races all throughout the galaxy. This was the true source of the omnitrix's strength, as the omnitrix just acted as a wireless transmitter and receiver to this place. It's because of the excess feedback from this place that I went berserk whenever I grabbed the omnitrix in the past. But not anymore, I had a plan for that now, which just left finding the planet to begin with. It would be practical impossible for me find it, especially since Azmuth was the one who hid it. But I again found a way around that. For this was the real reason I targeted Albedo. Seeing as he once worked for Azmuth, and he even created his own version of the omnitrix, the ultimatrix. I knew that he would know where Primus was, and he did. That was how I had acquired its location. I was now on a set course for it, placing the ship in auto pilot so that I had time to think.

I sat crossed legged on the floor with Zet laying right beside me as I ran over again the selections I had made in my mind. Ten specific aliens that would compliment and work in tandem with each other, giving me perfect adaptability to any and all situations. Four of these alien powers I got the idea from Aggregor. The ten were, an Amperi (Ra'ad), which would give me electricity based powers. Even be able to perceive and read electrical signals, which means I would be able to read minds. A Sororosian (echo echo) would give me sonic projection as well as self-cloning. A Prypiatosian-B (NRG), would boost my ability to absorb energy and immunity to any form of radiation, plus heat vision. A Talpaedan (Armodrillo) would give me super strength, earthquake manipulation and the ability to travel sub-terrainiously. A Necrofriggion (Big chill) would give me super cold breath, intangibility and I would be able to survive in zero atmospheres. A Methanosian (Swampfire) would give me pyrokenesis and plant manipulation as well as high speed regeneration. A Galvanic Mechamorph (Upgrade) would give me technokenesis. A Galilean (Gravattack) would give me manipulation over gravity itself. A Geochelone Aerio (Terraspin) would give me immunity to manna attacks, plus generation of powerful gales, even tornados. And lastly a Citrakayah (fasttrack) which give me super speed.

With these powers plus my boosted intellect, I doubt there would be anyone who could beat me. Even Ben wouldn't stand a chance; there would be nothing he could throw at me that I wouldn't be able to deal with. Hmm maybe there was one exception, an insanely powerful and utterly ludicrous exception. Zet's loud sharp bark pulled me from my meditative state. At last we were finally here. Although at first I couldn't see anything, as if the damn planet wasn't even there. But I knew better, I knew that there was a cloaking device shielding it form view. So I pressed on and soon after passing through the cloaking field, the planet Primus laid before us. I landed in an open field surrounded by dense jungle, Zet right at my side. We began our trek inward, heading straight for the intended target. I was unaware that we were being followed but Zet wasn't. Her keen senses picked up on our pursuer before whoever had a chance to strike. Zet charged into the thick brush to flush whoever it was out and succeeded in doing so. A young woman, maybe a year younger than me jumped some twenty feet into the air and landed just a few feet away from me. I recognised her, even with the blonde hair, she looked so much like Gwen it was shocking. I knew this girl, how I could have forgotten about her. She was the prototype of the first omnitrix, the Unimatrix, or Eunice for short.

"Wait, you're Kevin Levin aren't you. What are you doing here, wait, how did you even find this place? She looked sceptically but I could see the small bit of fear in her eyes. I quickly raised both my hands in a surrender kind of way. I didn't want to scare her. She may look small and cute, but she's still powerful in her own right. I didn't want to get into a fight with her, now as I am now. "Listen Eunice, I didn't come here to cause any trouble. It's just that by coming here I can bypass the long tedious journey it would take to acquire what I want." I explained to her. While her suspicious gaze dropped she remained defensive. She was the guardian of this place after all. "And just what is it that you need from this place, if you don't mind my asking." Well it made no sense to hide it, it's not like I'm after some nefarious thing like world domination. So I slowly explained my plan to her and she listened intently to the finish. "So you want to become the proctor of the plumbers huh, I can respect that. Well I guess that for a cause like that I can help you out a bit." She said with a firm nod, and then stretched out her hand. I gladly accepted her hand shake, then we proceeded to the codedon stream together. We discussed a lot of stuff on the way. Things she had missed because she was stuck here, how everyone back on earth was doing, and how I got Zet, who liked her immediately.

When finally arrived I couldn't help but whistle. Even though I had seen it before the codedon stream was still impressive to me. How much power was swirling within that thick green gloop? Eunice called over some of the collection drones Azmuth had created to scorer the galaxy and collect DNA samples. She put the ten drones that resembled electronic mosquito's to work extracting the ten genetic samples I had asked for. In truth there was one more that I wanted to collect, but I decided to save that one for later. "Thanks a lot Eunice, you're a life saver." I said as the collection was completed and the samples were given to me. I watched in strange wonder as she blushed deeply. "It was no problem really. But if you could, there o-one thing I would like to request of you." she said timidly, oh man, what's with her all of a sudden. Well it's not like I could just turn her down after she's helped me so much, man up Levin. "Sure, if it's something I can do, then I'll give it a shot." I proclaim, then watched as she blushed even harder. Ok, starting to get a little nervous now. "Well, y-you see, it's quite lonely here just being by myself. I mean I know I have an important job to do so it's not like I'm complaining or anything. But still it can be lonely. S-so I was wondering if you could maybe, like, put in a word with Azmuth about sending me a companion. I mean it doesn't have to be a boy – although I wouldn't if it was – a girl would fine. Just somebody I could be friends with I guess."

So that's what she wanted, thank heavens, I mean I was kinda sweating there for a minute. Plus the frantic-ish kinda way in which she explained it was really quite. "You have my word Eunice. As soon as I leave here I'm gonna give Azmuth a call. But could you just call him yourself." I mean it would be share idiocy if Azmuth left her no way to contact him, you know in case of emergencies. "What! There no way I could do that. It would be way too embarrassing. I mean, it's like asking your dad to get you a boyfriend. I couldn't possibly do that." she shrieked while waving her hands in front of her and shaking her head. Really that's the problem here, embarrassment. Girls, you could travel the universe, gain phenomenal knowledge and you still wouldn't be able to understand them. "Alright alright I get it; you can stop freaking out now." I waited till she finally calmed down. "I put in the word for you so don't worry about it, I owe you that much." She hugged and thanked me and I couldn't help but wonder she realized that she let the word boyfriend slip out. Oh well I'll just chuck it up to a girl thing.

We said our goodbyes and I noted the all too happy expression on her face. Zet and I were soon back on the ship and once again off on our adventure. I didn't want to waste any time to I set up the Samples in the infusion injector at once. I strapped myself in then heard Zet whined in worry. "Don't worry girl this is gonna work, I'm positive it will. Now hit it girl." Zet reared up into her hind legs and slammed down on the big red button with the front paw. I could feel it, the DNA samples being live-graphed into my own. While I felt a certain burning sensation, it was more uncomfortable than painful. It only lasted a minute and then it was over. The restraining cuffs on my arms legs and neck opened and I tumbled woozily to the floor. Zet bounded over to me, licking my face and yapping anxiously. The dizzy spell pasted and was replaced by a rush of power. It could feel it, the power surge within my body building, and I let take over. I let it flow to outward into my limbs, but my mind was still complete control, directing what should go where. My head and hair took on a (Ra'ad) in appearance, almost white with wavy blue lines and two bangs draped on my shoulders. My eyes however were crimson red lined in deep black lids, and silted like a Galvin's. My lips turned black and a bit thicker like a (echo echo). My neck was ringed in a metal – of some kind – collar with four silts in it, the mark of my (NRG) powers. My upper torso was a mixture of (Gravattack) and (Terraspin) bodies.

My chest was predominantly the colour and texture of a (Gravattack) with the power core between my pectorals. But my back became the shell of a (Terraspin) with vent like silts instead of abdominals. My arms became those of a (Armodrillo) while fire coloured thrones sprouted from my forearms and shoulder, the sides of my torso turning deep green, the sign of my (Swampfire) ability's. From my back sprouted massive wing and antennae that could fold down into a cape and hood like a (Big chill). From my waist to my shins were jet black but covered in green lines that resembled the lines on a motherboard, the indicator of my (Upgrade) powers. My feet were covered in hard blue skin that looked like boots with fin like spikes on the sides like a (Fasttrack). With these changes my body bore a physical representation of all my powers, my transformation was complete. I rose to my feet slowly, realizing I was eight feet tall now and at least seven hundred pounds. I couldn't help but laugh, the power coursing through me was near unbelievable. I wanted to test my limits, to see all that I was now capable of. I started heading for the cockpit when I realized, I didn't need to. I touched the wall and began using my (upgrade) powers to take control of the ship. I could feel everything, every piston firing, and every gear turning, I could feel and control it all. I set the ship to a remote nearby planet to carry out some intensive training.

Then I remember the promise I had made with Eunice. I ran to cockpit in three seconds flat. Once here I activated the long distance conference call. She had helped me out so much, there's no way I wouldn't honour the promise I had made. I transformed back into my human state, no sense showing my new self just yet. "Sup Azmuth, you got a minute." I asked as soon as the call went through. "Oh it's just you Mrs Levin, I'm curious as to why you would call me." Azmuth exclaimed as soon as he answered.

"Yeah about that, you see I got a small favour I want to ask of you."

TBC