Ben looked around. Last thing he remembered he was with Rook fighting Kyber and Vilgax. Now… he didn't know where he was. He was in a city but it wasn't Bellwood. He looked in the sky. There was a light shining into the clouds. The light had a shadow inside of it. The shadow looked like a bat. He turned around to see a completely black vehicle driving at him at an unbelievable speed. "Hey!" Ben yelled

"That's definitely faster than the speed limit. That's fine. Nothing XLR8 can't handle." Ben swnet through the holographic interface in the Omnitrix. He slammed down on the core when it popped up but instead transformed into Upgrade.

"Aw man. Can't this new Omnitrix ever give me what I want?" He asked. Upgrade merged with a nearby vehicle. "Alright. Upgrade at least can make other cars faster." He said.

The car, under Upgrades control, began to drive after the black vehicle at a speed much faster than the car could go on it's own. Upgrade caught up with the car. "Hey you're going a little too fast." He said.

He began to merge with the other vehicle. He saw that it had a design similar to bat also. What was it with this city and bats? Upgrade forcibly stopped the car. The man inside ejected and landed on his feet. He was dressed like a bat.

"What are you doing? Are you some distraction to help joker?" The man asked.

"To help the who now?" Upgrade asked. The man threw a bat shaped object at him. It hit him and shocked him.

"Arrgh!" Upgrade shouted turning back into Ben.

"Yield and I promise that you'll only go to jail." The man said. He sounded impatient as if he had something else to be focusing on.

"Me go to jail? You're the one who's not respecting the rules of the road bro." Ben said getting into the Omnitrix.

He slapped the core and began to grow in size. He teeth got sharper and his eyes turned green. He grew orange and white fur. The orange fur had black stripes. Ben turned into Rath.

"LET ME TELL YOU SOMETHING GUY DRESSED AS A HUGE BAT! RATH IS GONNA MAKE YOU PAY FOR SHOCKING HIM! BECAUSE SHOCKING RATH MAKES RATH MAD!" He yelled.

He lunged at the man who stepped to the side and elbowed him in the back. Rath grabbed the man and and put his arms around him. "OH YEAH! SUPER SERIOUS SUPLEX!" Rath yelled suplexing the man.

"SO! YOU GIVE UP YET!?" Rath yelled.

"I have more important things to deal with than you." The man said.

"WHAT DID YOU JUST SAY!? LET ME TELL YOU SOMETHING INCONSIDERATE GUY DRESSED AS A HUGE BAT! NOTHING IS MORE IMPORTANT THAN RATH! CUZ ANYTHING MORE IMPORTANT THAN RATH, RATH BEATS UP! AND HE MAKES THEM LIKE IT!" Rath yelled.

"NOW WAIT THERE WHILE I DO HERO STUFF TO YOU!" Rath yelled.

The man looked at him. "I'm dealing with a guy who could destroy the city, You're not as important."

"WHAT! YOU MEAN YOU WERE GOING AFTER A BAD GUY!?" Rath asked. "WELL WHY DIDN'T YOU SAY SO!? NOW YOU'VE BEEN WASTING BOTH YOURS AND RATH'S TIME!" Rath yelled.

Rath slapped the Omnitrix symbol and became XLR8. "Well let's go." He said. The Man got back into his vehicle and drove off. XLR8 followed him.