A/N: Hello, everyone! Not only do I do fanfics for "Dragon Ball Super" and "Teen Titans", but I now do them for "Ben 10"! How surprising is that?! By the way, the aliens in this prologue will be the same as the original ones in the beginning, but will evolve into versions similar to the reboot ones, especially the voices, although Vilgax would be voiced by Yuri Lowenthal in the prologue of this story, as well as the rest of it. That's just how awesome I think the new voice for Vilgax is. Plus, there's this cool new device I came up with, known as the Omni-Enhancer. It looks similar to Ben's upgraded Omnitrix, but in blue-green. Don't worry, though. For those, who appreciate Ben's upgraded Omnitrix, it will appear near the ending of this prologue. Although, unlike the Omnitrix, the Omni-Enhancer changes its user only halfway into an alien form and lasts for 20 minutes, unless the Omni-Enhanced power becomes activated, resetting the timer to 10 minutes, let alone 5. Pretty cool, right? Anyhoo, enjoy.

Ben 10 (2005) Rewrite

Prologue

"Shock Rock Unleashed"

Chapter 1

It all began with the news showing the police chasing after an armored car, which had swerved right and left, avoiding the by-standing cars and even passed by Max Tennyson's RV as the news reporter of Channel 4 covered the events.

"We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is also believed the thieves had hostages."

At that moment, a blue Diamond-like crevice formed in front of the armored car before it grazed the bottom of the car, causing it to swerve to the right and stop, facing the opposite direction that cars normally travel through before the police cornered it. Then, the robber hopped out of the car and then grabbed a man with brown hair, a gray shirt, and a red tie while the other robber grabbed not only a girl with long silver hair and blue eyes with a casual long-sleeved pink T-shirt and dark blue pants, but also a sort of electrical weapon before he shot out a bolt of electricity at the police car, shorting it out, earning the girl's gasp, although the policemen managed to get out in time. It was afterward that she turned to see someone from the smoke emerging. Someone with diamondlike blades on his back, along with a sort of diamondlike skin and yellow eyes. The girl sighed in relief, knowing exactly who he is, causing the robber to turn to notice him as the news reporter spoke.

"Wait. What's this?", asked the reporter.

Then, the robber aimed the weapon at Diamondhead only for him to slice it in half, causing the robber to flee after releasing his free grip on the silver-haired girl and ran off, only for Diamondhead to squint his eyes a bit before he lifted up another pillar of diamonds, practically trapping him, probably due to his secret fear of heights, although the robber doesn't show it, but instead shows confusion and surprise and clings onto one of the diamonds as the news reporter spoke further.

"Yes, it looks like we have another alien sighting."

Then, the girl caught up to Diamondhead and spoke.

"Thanks, Diamondhead.", the girl thanked.

Diamondhead then replied before he grew puzzled.

"No problem. Wait. How do you know me?", asked Diamondhead.

"I've heard stories about you when you first appeared and saved everyone when that drone attacked. In fact, one guy even called you a Diamond-headed guy while thanking you."

Diamondhead grew slightly embarrassed on his part.

"Oh. You know about that, huh?", Diamondhead asked.

"Yeah, but that's okay. You've done so much good for everyone and that's all that matters."

At that moment, she gasped upon seeing the robber walk out, holding her father captive in his arms.

"What's wrong?", Diamondhead asked.

"There!", the girl shouted, pointing to the robber.

Then, Diamondhead raised his right hand.

"All right, then. I suggest you let the girl's father go. Otherwise...", Diamondhead began before he converted his fingers into a pointy blade and grinned. "Well, you get the point. Get it? Point?", Diamondhead joked.

Then, the girl gave a smirk.

"I'd do what he says.", the girl warned, prompting the robber to let her father go as he gulped.

Then, the family duo hugged each other with a warm embrace.

"Dad! Thank goodness."

Then, the father spoke to her daughter.

"It's alright, Emily. We'll let the police take care of the rest.", the father assured.

Then, Emily turned to Diamondhead as the father spoke to him.

"I can't thank you enough for saving my daughter.", the father stated.

Diamondhead felt it was nothing, although he couldn't place the father's name.

"No problem, Mr. uh... What's your name?", asked Diamondhead.

Emily giggled before the father held out his hand and decided to introduce himself and his daughter.

"Oh, right. We haven't introduced ourselves yet. I'm Dave Roosevelt. And you already met my daughter Emily."

"Hello.", Emily greeted.

Then, Diamondhead gave a grin at the pair.

"Nice to meet you two. Well, catch you guys later.", Diamondhead said before he left via trail of Diamond that seemed to be midair.

"Thank you, Diamondhead!", shouted Emily and Dave.

Then, it showed Vilgax and his minion watching from the warship as the breaking news was broadcast.

"We don't know where these strange creatures come from, but they seem to be here to help."


Needless to say, Vilgax was apparently frustrated by the way the Omnitrix was being used, but stayed calm about it.

"The Omnitrix wasted on pointless heroics."

The minion wanted to know what he should do next.

"Shall I dispatch more drones to retrieve it?", asked Vilgax's minion.

Then, the door opened with steam hissing out as Vilgax spoke, walked out and crushed a tiny medical drone underfoot.

"There is no need. In fact, my other drones received word that Azmuth has sent something else on course to Earth. Word is, that 'something else' is said to be much more powerful than the Omnitrix itself. How that is possible, I do not know. But once I get that weapon, I'll find out for myself. In the meantime, whether it is attaining the Omnitrix or Azmuth's latest weapon, I will see to this task myself."


Chapter 2

Emily was sound asleep in her father's own RV when a sort of meteor crashed in the nearby forest, waking her up by surprise.

"Aah! I'm awake!", Emily snapped as she woke before turning to the window and noticing a cloud of smoke moving upward from the crash on a nearby forest.

"What was that?"

At that moment, Dave walked in.

"You heard that too, Emily?"

Emily then turned to her father before pointing to the smoke just outside from her window.

"Yeah. It even woke me up at nearly 3:00 in the morning. The smoke must be coming from where it crashed.", Emily theorized.

Dave knew what her daughter was suggesting.

"Hold on there, Emily. We don't even know what's out there."

"All the more reason we should check it out, but carefully. True, we may not know what just crashed there, but the way I see it, the only way we know for sure is to check it out. Besides, what if someone got hurt? We might need to bring our phones, just in case we find someone who did get hurt.", Emily cautioned.

Frankly, Dave was not only surprised about Emily's determination, but also her carefulness.

"Wow. And I thought I was the cautious one.", Dave admitted.

Emily gave a slight giggle before explaining.

"Anyway, we have to find out what that crash was about."

Dave saw no point in arguing about it, mainly due to the fact that Emily was not only focused, but also cautious about going there as he sighed.

"All right, Emily. But we'll have to tread carefully. There's no telling what that crash is about.", Emily's father urged.

"That's why we're going there, isn't it?", Emily reiterated.

Later, they arrived at the crash site where there seemed to be a larger crater with something in the bottom of it.

"Whoa. That is one big crater. But the real mystery is what's at the center of it?", Emily reacted.

Dave then put his hand in Emily's shoulder causing her to turn her head.

"Be careful, Emily.", Dave warned.

Emily nodded before she carefully slid down the crater and cautiously walked toward the pod.

"Huh. That's what crashed here? Odd."

Then, suddenly, the pod opened up, catching Emily by slight surprise as she gave a small yelp, worrying her father.

"What is it?", Dave shouted.

"Nothing! Just got surprised, Dad! But I think the pod's opening!", Emily shouted back.

Then, as Emily took cautious steps backwards, a bright blue-green light began to shine in the darkness of the pod, causing Emily to be quite surprised.

"Huh?", Emily puzzled.

And there it was. A watch-like device similar to the Omnitrix, except the white lines are blue-green, although the curves are still white while the sides of the dial are in the same color as the lines as well as the main button at the top of the bottom side near the faceplate, the four dots facing North, West, East, and South, and the symbol that starts of as blue on the top and bottom but then appears blue-green in the middle. That caught Emily's attention.

"Wait a second. Is that... a watch?", Emily asked.

"What was a watch like that doing in outer space?", Dave asked before he placed his finger on his chin, seeing the watch from far away.

"Although, I can't help but feel that I've noticed something like it somewhere before."

Emily grew curious and turned to the watch-like device.

"Hmm. Well, only one way to find out.", Emily stated before she reached for the watch just before it beeped and flashed, surprising her with a gasp before the dial symbol intersected with itself and showed a holo-message from some sort of ancient alien wearing green and black clothing.

"Okay. That's a new one.", Emily stated.

Then, she turned to her father.

"Dad! You might want to come see this!", Emily shouted.

Dave then carefully slid down to join her daughter as the alien began to speak in the Holo-message.

"Greetings, earthling. My name is Azmuth, and I am a Galvan. I see you've uncovered the Omni-Enhancer."

Emily grew surprised.

"'Omni-Enhancer'? Is that what the watch is?", Emily puzzled.

Then, the Holo-Message continued further with Emily "ooh'ing" at the fact that Galvans are the smartest beings in five galaxies.

"As I'm sure you're quite curious, this device can alter your DNA with some strands of a DNA sample from various aliens across the galaxy, such as a Vulpimancer, a Tetramand, a Galvan, which are the smartest beings in five galaxies, a Kineceleran, a Galvanic Mechamorph, a Petrosapien, a Piscciss Volann, a Lepidopterran, An Ectonurite, a pyronite, and a Fulmini. In other words, it can mix your DNA with the DNA of any alien in the Omni-Enhancer."

The fact surprised both Emily and Dave.

"What?"

"It can really do that?", Dave puzzled.

"And it can not only transform you only halfway into a specific alien you choose, but also last for 20 Earth minutes before it times out and reverts your DNA back to normal."

Emily sighed with relief.

"Well, that's a relief."

Then, the holo-message continued.

"There's also one crucial, special detail. It allows you, the wearer, to enhance the alien DNA present during the transformation, thus 'Omni-Enhancing' it. But the power is untamed, so I advise that you do not use that power, unless it is absolutely necessary."

Dave then understood the point, giving his daughter cause for confusion.

"So, we have to save that a last resort."

"Uh, Dad? Since when do you understand stuff like that?"

Dave knew that he had done explaining to do.

"It's a long story, Emily. I'll tell you after the holo-message."

Then, it continued further as the holo-message showed a picture of Vilgax beside Azmuth before it showed a picture of the Omnitrix.

"Finally, there was a reason I sent it to this planet called Earth. A tyrannical Chimeran known as Vilgax, Conqueror of 10 Worlds, is scouring the planet for the device known as the Omnitrix. If he were to claim it, he would conquer the entire universe! It's your job to find the user of the Omnitrix, protect him, and defeat Vilgax at all costs. Only then, will peace in the universe prosper."

Emily somehow knew that Vilgax seemed to be a bad guy while Dave knew the Omni-Enhancer reminded him of something.

"I knew it reminded me of something.", Dave stated.

"What is it?"

"I actually saw it once, but I couldn't remember until just now."

"Wow. Vilgax is that bad, huh? The Omnitrix must be that really important.", Emily guessed.

Azmuth then decided to end the holo-message.

"I bid you good luck, until next time."

Then, the holo-message ended before the dial went back to normal just as Emily turned to her father.

"Well? What do we do now?", asked Emily.

"We're going to find whoever has the Omnitrix and keep him away from Vilgax.", Dave stated.

Emily nodded before she reached for the Omni-Enhancer, only for it to leap toward her wrist and stick itself upon it, surprising her with a yelp, before she quickly realized what it meant.

"Well, I guess I'm wearing this thing, now."

Dave then decided to make due.

"Well, we'll just have to make due. Now, let's go.", Dave urged.

Then, Emily nodded and ran with him as she wanted to know something.

"Okay, but how are we going to find whoever has the Omnitrix? Who's even wearing it?", asked Emily as she sat down and put her seatbelt on while Dave put his on at the driver's seat.

"I have an idea how, and it may require help from an old friend.", Dave answered as he drove the RV.


Elsewhere, Ben just woke up from some sort of nightmare before Grandpa Max turned the lights on.

"Another nightmare, Ben?", asked Max.

"It was that weird alien from my vision, only bigger, uglier, and scarier.", Ben replied.

"Sure you weren't just looking in a mirror?", Gwen joked.

Then, Max had to assure his grandson that it was only a dream.

"It was just a bad dream, son. We can talk about it in the morning.", Max said as he went back to the driver's seat.

Ben could still remember the dream he just had.

"It seemed so real. He looked right at me and said, 'I'm coming for you, now.'"

Max widened his eyes from hearing this and knew what it could mean.

"Change of plan. We're hitting the road right now.", Max stated.

Ben and Gwen turned to each other in confusion before turning to Max as she gave a slight complaint.

"Grandpa, it's 3:00 in the morning."

"Best way to beat the traffic.", Max responded.

Then, a blue RV with a blue paint at the top as well as a sort of UFO Logo on the side of it appeared next to the Rustbucket by its left.

"Heya, Maxie!", Dave greeted.

Then, Max turned to see not the man from the news Diamondhead saved once, but also his daughter as well.

"Why, hello there, Dave!", Max greeted.

Ben was quite puzzled.

"Wait. How do you guys know each other? Apart from seeing him on the news."

"Well, let's just say we go way back, Ben."

Then, Ben noticed Emily walking in the Rustbucket with her father, much to his surprise.

"Emily?", Ben exclaimed.

Emily saw Ben's surprise as if he knew her.

"Um, did I miss something?", Emily asked.

Then, Emily saw what was on Ben's wrist, much to her surprise.

"That's the Omnitrix!", Emily exclaimed before she realized what happened.

"Wait a minute. You were the one who saved us from those robbers disguised as Diamondhead, weren't you?", Emily asked, surprising Ben.

"What? What gave it away?", asked Ben.

"Well, I just happen to have a cool watch of my own.", Emily replied, showing the Omni-Enhancer to Ben, surprising him.

"Wait. There was another Omnitrix? You have it?"

"Yep. I just got it earlier this morning. Pretty awesome, right?"

Ben practically got all teary-eyes with amazement.

"Yes."

Emily giggled before she wanted to know something else.

"By the way, what's your name?", asked Emily.

"Oh. My name is Ben.", Ben replied.

Emily smiled from hearing it.

"Nice to meet you, Ben."

Grandpa Max and Dave saw the scene and knew what it meant.

"Sounds like they're getting along rather quickly.", Dave guessed.

"Sure sounds like it.", Max agreed.

Then, Emily turned to Dave while Ben turned to Max and asked the same question in unison, but for different people.

"Can I stay with Ben in the Rustbucket, please?!", asked Emily.

"Can she stay with me in the Rustbucket, please?!", asked Ben.

Dave and Max grew equally amazed.

"Wow. They sure are alike, aren't they?", Dave admitted.

Max gave a sort of grin before he answered Ben and Emily's question.

"Of course. Emily's welcome to stay at the Rustbucket any time.", Max answered before Ben and Emily raised their fists together, pumped them, and then expressed their excitements on unison.

"Yes!", Ben and Emily exclaimed.

Then, Max put the pedal to the metal on his RV as it sped off.


Later, in the morning, as Max's RV passed by a herd of buffalo eating the grass with Dave's RV driving by the Rustbucket, Ben was curious about something.

"Uh, Grandpa, what's with the lead foot?", asked Ben.

"I want to make Mount Rushmore by nightfall.", Max replied.

Emily yawned as Ben felt bored.

"I'm so bored.", Ben stated.

Then, Ben turned to Gwen.

"Let me play a game."

Gwen only subtly refused.

"I would, but I think this will be a good lesson for you to learn how to entertain yourself."

Just then, Ben gave a smug look, that Emily quickly recognized.

"Oh, no. If you're going alien, I might as well do that, too."

Emily stated before she activated her Omni-Enhancer and pressed down on the dial carefully before her first transformation began. First, her hands and feet turned grey and then get somewhat sticky before the same happened to the rest of her body. Then, her body began to shrink into the height of a toddler to complete the transformation, although she still had her normal hair, voice, eyes, nose, and mouth, but now she wears a similar outfit as Grey Matter, only in green and the black line is on the waist of the outfit.

Then, the newly transformed half-Galvan Emily looked up to see the surprised Ben.

"Well, uh... So, what do you think?", Emily asked.


Meanwhile, Vilgax just received word of the Omnitrix's activation.

"The Omnitrix has been activated. Pinpoint its location.", Vilgax commanded.

Then, the minions did so and picked up the location where the Omnitrix is active, indicated by the Omnitrix symbol. Then, Vilgax also noticed the same symbol, but in light blue-green.

"What is that?", Vilgax asked.

"That...appears to be Azmuth's latest weapon, sir.", the minion answered.

Vilgax then glared as he spoke next.

"I have both of you in my sights, now."


Back at the RV, Gwen was on her laptop when it suddenly broke down.

"Hey! What gives?", Gwen puzzled.

Suddenly, a black background with green lines and a green circle popped up, revealing that Ben, in the form of a Galvanic Mechamorph known as Upgrade, was controlling the laptop.

"Sorry. You are a loser and always will be.", Upgrade replied as he moved further away from the screen, surprising Gwen before he retreated back to it.

"Ben, get out of my computer!", Gwen ordered.

"What? I'm just entertaining myself.", Upgrade retorted.

However, Gwen was still not the least bit happy about it.

"This is my private property, and you're getting your cooties all over it!"

Then, the laptop suddenly turned black with green stripes and a green keyboard with three tech-like spider-legs as Upgrade perused said 'private property' while Gwen gasped before then trying to catch him.

"Ooh! What's this? A diary! 'Dear diary, my cousin Ben is such a-", Upgrade began.

But before he could continue, Gwen interrupted with a shout.

"Doofus, knock it off!", Gwen shouted.

Then, the half-Galvan Emily pitched in and halted Ben's "fun".

"All right, Ben. Enough is enough.", Emily urged as she pressed Ctrl, Alt, and Del to boot Upgrade off Gwen's laptop, ejecting him off Gwen's laptop, changing it back to normal.

Then, Upgrade stood up as he explained.

"I was just fooling around."

"Emily's right, though. We can't afford to attract attention right now.", Max concurred.

Upgrade grew puzzled about it.

"What kind of attention could I attract in here?", Upgrade asked just as the Omnitrix started beeping and flashing red before Ben reverted back to normal form.

"Never mind.", Max dismissed.

Then, Emily sighed in relief just she touched the symbol on her chest and became enveloped in a dark blue light before it dissipated, reverting her back to normal form.

"Well, that was fun.", Emily admitted.

Ben then looked toward her cousin Gwen, who only shrugged in response.


Meanwhile, Vilgax's ship just lost the signal from the Omnitrix.

"We have lost the Omnitrix signal.", the minion stated.

Vilgax, however, saw that as no problem as he walked toward one of the pictures of Ben in recent alien forms.

"No matter. I've narrowed down its nearest location. With any luck, it will lead me to Azmuth's latest weapon, and I know just how to draw this Earthling out.", Vilgax proclaimed before punching a picture of Diamondhead handing the kitten back to a boy.


Meanwhile, a herd of buffalos were enjoying their grass while three people in tuxedoes were watching the scene.

"Despite our ability to repress all emotions, I admit. I grow impatient.", the man with a light blue tie stated.

"I am impatient as well, that is if I felt anything, which I do not. I am a weatherhead after all.", the man with a blue tie concurred.

Then, Vilgax's ship suddenly turned up and opened the hatch, showing a giant red wrecking ball with dark red spikes and four drones along with it as they fall to the ground before making their way towards Rapid City, evident when the laser shot a sign that stated "Welcome to Rapid City" and the wrecking ball rolled toward it.

"That appears to be our cue.", the man with a blue tie surmised.

"The logical response is to begin our mission earlier than scheduled. Clear the area of all organic life.", the man with the light orange tie stated before all three pressed the top buttons on their suit closest to where the tie is shown.

As a result, their legs began to turn robotic as well as their hands and chest before the glasses fall off revealing their eyes before they close and open, revealing them to be completely orange.


Back at the Rustbucket, Ben, Gwen, and Emily noticed three trails of smoke emerging from the city. What's more surprising is a major thunderstorm in the area.

"What's going on over there?", Ben asked.

Max looked to see the thunderstorm cloud in surprise and then turned back to the road.

"I'm sure the local authorities have the situation well in hand."


However, Max was soon to be proven wrong as meanwhile, a Weatherhead, known as Gust-O was shown blowing the cars away, literally, with his arm as the drones shot a couple of lasers at them. Then, a big, red, spiky wrecking ball destroyed the buildings by its side as it rolled forward and the drones shot lasers at just about everything.

"Phase one in effect.", Gust-O proclaimed.

Then, the lasers even shot at the streets near the cars as Hail-O spoke.

"I would be pleased if I felt anything, which I don't."

Then, Shock-O spoke as he shot lightning at the two cars at the Gas station.

"First, the mammals of this city will learn to fear us. Soon after, the rest of the universe shall tremble at the mere mention of the Weatherheads."


Then, as Ben and Emily watched from the window, the Thunderstorm cloud expanded right above not only the two RV's, but also at Mt. Rushmore, much to Emily's surprise.

"Whoa! I did not see that coming."

Ben knew that it could mean one thing.

"Looks like it's Hero time!"

Max felt hesitant with the idea.

"Ben, I don't think that's the best ide-", Max began as Ben activated his Omnitrix.

The Omnitrix was set to Four Arms before Ben turned it to Ghostfreak, then XLR8, and then Heatblast.

"Time to turn up the Heatblast on these guys.", Ben said.

Then, Emily activated her Omni-Enhancer with set the dial at Wildmutt before she then turned the dial to Stinkfly, which for her case, apparently looked like a human with antennae and perfectly defined wings, and then stopped at Diamondhead.

"How about we do this together, Ben?", Emily asked.

"All right! The more, the merrier!", said Ben before both he and Emily pushed the dial down, initiating their transformations.

For Ben's case, a layer of rocks began creeping up on Ben from his arm to the rest of his body. After that, the light emerged through the cracks before the rocks broke apart, revealing the legs first, then the arms, and finally the head, which quickly lit up with fire, literally, before Ben, now turned into Heatblast, winked with a smile and then went into his intimidating pose. As for Emily's case, she began to grow diamonds on her arms before she grew them on the top of her head and her legs before growing diamond-like spikes in her back as her skin turned light blue-green. To finish up, Emily then raises her arms mid-level as a pose. Afterwards, the Rustbucket stopped as did Dave's RV before Heatblast and the now half-Petrosapien Emily stepped out of the RV.

"You really picked Diamondhead for this job, Emily?", Heatblast asked.

Emily then turned to Ben and replied as the heavy rain dropped down on them.

"Yeah. It was really special how you saved my life, and that's saying something, considering you were Diamondhead back then and I have an Omnitrix of my own."

Heatblast remembered that time, considering it was just last night.

"Who would've thunk that all that could happen from just yesterday?"

Then, as Heatblast blasted off, Emily did so her own way, leaving an aerial trail of crystal for her to ride on as Max and Gwen saw them as did Dave who turned to Max and Gwen.

"I've been monitoring emergency reports from the news and we can still help get the citizens to safety. I think I know a sheltered way out. Come on."


Meanwhile, crowds of panicked people fled in terror as the drones shot everything with lasers, mainly everything on the street while Hail-O put his hand on the ground, creating a pillar of water before aiming it toward one of the citizens and Gust-O blew the cars toward another crowd of citizens when suddenly, a fire blast hit one of the drones while a pillar of crystals emerged from the ground up and destroyed another before a feminine voice yelled out.

"Hey, weatherbots!", Diamondgal shouted as she launched her crystals at one drone while Heatblast tossed more at several others. Then, Heatblast and Emily landed before she spoke to them.

"Did any of you forecast a crystal clear day today?", asked Diamondgal.

Hail-O shrugged as Gust-O replied.

"No."

"No.", Hail-O answered.

Then, Emily spoke further as she fashioned a shield with her own body's crystals.

"Well, you're about to get pounded in the cold-hard ground, courtesy of Diamondgal!"

Heatblast grew surprised.

"Diamondgal? You came up with it that fast?!", Heatblast exclaimed.

"Yeah. It just came to me, I guess.", Diamondgal replied.

Then, Heatblast spoke to the weatherheads next.

"In any case, why don't you pick on someone with real firepower?"

"Or someone with crystal power while you're at it?", Diamondgal added.

Then, several more drones appeared and surrounded the two aliens.

"Oh, come on! He didn't mean all at once.", Diamondgal complained.

"Why do I get the feeling you were expecting me?", Heatblast asked.

"Uh, probably because they were. At any rate, let's pin them down! Then, we'll take care of the Weatherheads.", Diamondgal planned.

Then, as Heatblast cleared out one wave in front of him with a fire blast, Diamondgal took care of the other in front of her and that continued up until there were none left.

"You know something, Diamondgal? We actually make a pretty good team.", Heatblast admitted.

"Thanks.", Diamondgal responded.

Meanwhile, the Weatherheads were discussing the roadblock in their plan.

"The arrival of the interlopers altered a few factors in our plan.", Hail-O stated.

"This is when a person with feelings would be panicking.", Shock-O added.

"Instead, we will impliment Phase two - ahead of schedule.", Gust-O states as the red button on the briefcase beeped and flashed red.

Then, Diamondgal noticed a trap headed right for Heatblast and had to make a decisive action.

"Look out!", Diamondgal shouted before she pushed Heatblast out of the way and got trapped in the electro chains.

"Emily! Are you okay?", exclaimed Heatblast.

Diamondgal struggled a bit before she replied.

"Yeah! I'm okay!"

Then, a red wrecking ball with dark red spikes rolled toward Diamondgal before it slowed down to a stop and then opened up, revealing that it was a sort of vehicle.

"Wait. That wrecking ball was a vehicle?", asked Diamondgal.

Then, the door began to open, releasing steam before it opened, revealing a squid-like being who then stood up and walked out in full view. He was shown to have a red headset playing around his head and dark green skin as lightning struck the dark, stormy sky. Both Heatblast and Diamondgal recognized him right away.

"You! You're the alien from my visions.", Heatblast said.

"You! You're the one Azmuth warned me about."

Then, both Heatblast and Diamondgal both grew puzzled with what they Each said.

"Azmuth?", Heatblast asked.

"Visions?", Diamondgal said at the same time.

"Ugh, look. We'll both explain later.", Diamondgal urged.

Then, Vilgax glared at both Heatblast and Diamondgal.

"At last we meet, the being that has caused me so much trouble."


Chapter 3

Vilgax was standing before the trapped Diamondgal as Heatblast wanted to know who that alien was.

"Who are you?", asked Heatblast.

Diamondgal then turned to Heatblast.

"That alien right here? That's Vilgax, Conqueror of 10 Worlds.", Diamondgal answered.

"The Petrosapien halfling is correct, and I have come for the Omnitrix.", Vilgax proclaimed.

Heatblast had a hunch that Vilgax is not a good alien.

"And, uh, I'm guessing you're not with the good guys.", Heatblast figured.

Diamondgal was determined to protect Ben from Vilgax and keep him away from the Omnitrix.

"It'll be a cold day in the vast darkness of space before he even gives it to you, Vilgax!", Diamondgal shouted.

Then, she created crystal spikes all over her body to penetrate the metal bars, causing the electro lines to disappear completely before Diamondgal charged toward Vilgax and then pound shot her crystals at Vilgax, only to eventually find little to no effect on him.

"Your crystals crystals mean nothing to me!", Vilgax states before picking Diamondgal up and then tossing her toward a wall.

"Dumb!", exclaimed Diamondgal before she fashioned a shield and braced herself, crashing towards 11 walls before landing hard on the ground, although thankfully, she suffered no damage whatsoever, apart from the turbulence as Heatblast caught up with her.

"You okay, Emily?", asked Heatblast.

"Yeah, Ben. I'm fine, but this guy is really tough!", Diamondgal responded.

Afterwards, Vilgax hopped closer to the two alien heroes and landed a foot away from them before he began to walk closer to them. Heatblast then knew what he needed to do as Diamondgal noticed a sort of weather tower being set up from far away.

"Uh, Ben, what the heck is that thing?", asked Diamondgal.

Heatblast then saw the same tower that Diamondgal saw.

"Uh, red blinky light? Or some crazy villain's weather-making Machine. If we're gonna stop those Weatherheads, I've gotta slow him down!", Heatblast stated.

Then, Heatblast fired his fire blast at the cement, melting it toward Vilgax. Then, as Vilgax fell down, the heavy rain quickly hardened the wet cement back to a solid again, trapping Vilgax. Diamondgal spoke to Vilgax as she and Heatblast walked toward him.

"Looks like you're stuck in traffic.", Diamondgal joked.

Then, the Rustbucket drove by before Max eventually saw Vilgax with shock on his face.

"No! It can't be.", Max gasped as Vilgax struggled to break free.

"Not so tough when you can't move, are ya?", Heatblast joked.

"Good. Now we can deal with the Weatherheads.", Diamondgal stated.

Then, the Rustbucket pulled up in front of Heatblast and Diamondgal before Gwen urged him on what he has to do.

"Ben, Grandpa says to get in, now!"

Heatblast initially refused in his own way while Emily concurred with Gwen.

"What are you talking about? I was just about to kick alien butt!", Heatblast replied.

"Yeah, but not for much longer if the Omnitrix times out.", Diamondgal rebuffed just before Ben's Omnitrix beeped and flashed red before a red light enveloped him and changed him back to Ben as the red light dissipated.

"Speak of the devil.", Diamondgal sighed before Max shouted to Ben.

"Benjamin, get in!"

"You go do that, Ben! I'll keep the drones off you on my way to stop the Weatherheads!", Diamondgal assured Ben before he went inside and closed the RV door.

Then, as the Rustbucket drove away with Diamondgal following them from the air, Vilgax broke free from the hardened cement and looked on, while inside the Rustbucket, Max needed to warn Ben about Vilgax.

"Believe me when I say, you do not want to pick a fight with Vilgax.", Max warned.

Ben grew quite puzzled.

"Uh, how do you know his name is Vilgax?", asked Ben.

Gwen wanted to know something, too.

"Grandpa, What aren't you telling us?", asked Gwen.

Before Max could explain, Diamondgal shouted.

"Incoming! We've got two robot goons closing in on us!"

Max took heed of Diamondgal's warning and then put the pedal to the metal once again.

"Hold on!", Max warned.

Then, as Max swerved away from some of the lasers, Diamondgal did her best to best the two drones as she tossed her crystals at them, destroying them before sighing with relief. However, two more appear.

"Aw, man! Seriously?!", Diamondgal complained.

"We can't keep this up forever!", Gwen worried.

Max then turned to see the two additional drones in midair as he spoke.

"Things are gonna get a whole lot worse if we don't get to Mount Rushmore.", Max urged.

As the drones shot lasers at the Rustbucket but missed, Ben tried to go alien again, but wound up getting knocked back a bit as Gwen wanted to know more.

"Why? What's at Mount Rushmore?", Gwen asked.

As much as Max felt he had some explaining to do, right now wasn't the best time at the moment as he swerved out of the stray laser's path.

"Gwen, this is not the time to explain. You're gonna have to trust me.", Max stated as Ben finally activated his Omnitrix.

"Well, I'm not going down without a fight.", Ben stated before he slammed it down and turned into a sort of creature with a nasty smell, four eyes, two on each side, four more legs, two on each side below his arms, and a stinger.

"Yes!", Stinkfly exclaimed before heading for the door, much to Max's behest and concern.

"Ben, wait!", Max warned.


However, it was to no avail as Stinkfly flew out the door and then went in to help Diamondgal against the drones, which shot lasers at him, but missed three times before he went on top of one of them, much to Diamondgal's surprise.

"Ben!", Diamondgal exclaimed.

"Figured you could use some help!", Stinkfly said as another drone tried to shoot him, but missed before Stinkfly coughed up his spit at the drone's laser cannon, causing it to overload before it exploded and fell downward in a spiral before it landed just behind the Rustbucket. Afterwards, Diamondgal then prepared a stinger of her own, but on her hand.

"Looks like it's my turn!", Diamondgal states before she leapt off her crystal trail and into the drone, piercing the back red light of the drone with her stinger claw and then hopped off with Stinkfly taking off before the drone exploded and crashed downward. Then, Stinkfly flew down to it and hovered as Diamondgal created another crystal trail to guide herself down safely.

"Float like a butterfly, but sting like a Stinkfly.", Stinkfly joked.

Diamondgal giggled a bit from that pun.

"Good one, Ben."

Then, Dave's RV drove by and stopped just behind Stinkfly and Diamondgal, who turned around to see Dave at the driver's seat.

"All the citizens are clear. Let's blow this place and regroup.", Dave said.

"You did not just-", Stinkfly began before Diamondgal interrupted.

"He said it. Come on!", Diamondgal stated.

However, before they could, Vilgax got the jump on Stinkfly and tried to drag him down.

"Ben!", Diamondgal shouted as she jumped toward Vilgax and then successfully caught his leg before climbing up next to Stinkfly as Dave shouted.

"Emily, no!"

"I'll be fine, Dad! You just catch up with Max and Gwen to Mount Rushmore! He'll know what to do! Just hurry!", shouted Diamondgal.

Then, Dave quickly drove his RV to catch up with Max and Gwen.


Meanwhile, Vilgax was seemingly trying to take Ben down with him.

"Give me the Omnitrix!", Vilgax shouted.

"Look, squid-face, when I say 'no', I mean 'no'!", Diamondgal responded before she slammed the symbol on her chest, causing the white part of said symbol to glow bright blue.

Then, afterwards, the two spikes on her back became sparky with electricity just while her body became encased with stone-like armor with a green moss pattern on top for her arms, chest, head, and legs as the two spikes evolved into spider-leg looking electrospikes while her helmet adopts a blue, electric Mohawk while the armor on her arms gave off two blue, flame-like, electro-spikes and her right hand formed an Omni-Sword, impressing both Diamondgal and Stinkfly while shocking Vilgax.

"Azmuth's latest weapon was the Omni-Enhancer?!", exclaimed Vilgax.

"Whoa! That looks so cool!", Diamondgal exclaimed.

"You're telling me?!", Stinkfly concurred.

Vilgax, however, was shocked.

"Enough!", Vilgax shouted before blasting laser eyes at Diamondgal, only for her to absorb the blast as the red pulse went across her body before it went over to her right hand and formed a red Omni-Sword.

"No way! I can absorb lasers, too?! How awesome can this thing be?!", shouted Diamondgal before forming a blast cannon from her right hand with the rocks encircling it before it solidified and then fired a red pulse cannon, shooting Vilgax off of Stinkfly.

Then, Vilgax quickly recovered and then made a big leap for Stinkfly but missed him as Diamondgal yelped.

"Who is this guy?", asked Stinkfly.

"Well, he's persistent. I can tell you that much.", Diamondgal replies.


Meanwhile, Vilgax just crashed down in front of the Rustbucket, which then drove off the other way, quickly joining up with Dave's RV.

"Where are we going? We have to help Ben and Emily!", Gwen exclaimed.

"We will, but first, we'll need to get some special help.", Max assured Gwen.

"Let me guess. At Mount Rushmore?", Gwen asked.

Then, Dave spoke next as if to answer.

"I'm afraid so. That's where we should find some necessary equipment to take on Vilgax."

"Grandpa, you're really freaking me out.", Gwen admitted.


Meanwhile, Vilgax was hopping after Stinkfly and Diamondgal before he eventually began falling right on top of them.

"Hang on, Ben!", shouted Diamondgal.

Then, Diamondgal pushed Vilgax up before could grab them. However, it also sent them crashing downwards near a building. They moaned as they got back up, unaware that a tiny surge of blue energy traveled from Diamondgal to Stinkfly. After that, Stinkfly now appeared different. In fact, Stinkfly now has two light blue compound eyes, blue skin, the Omnitrix symbol on his chest, the standard two arms and two legs, antennae and orange wings. That surprised Diamondgal.

"Um, okay, Ben. What just happened?", asked Diamondgal.

Stinkfly then checked out his new look and then spoke in a voice different than usual for this case.

"Don't know,", Stinkfly began. "but this actually looks way better!"

Then, Vilgax roared as he dashed toward Stinkfly.

"Ben, Vilgax at your 6 o'clock!", Diamondgal warned.

However, Stinkfly did not turn around in time before he was grabbed by the arm, much to Diamondgal's concern.

"Ben!", shouted Diamondgal as Vilgax raised his hand that is clutching the evolved Lepidopterran.

"This fight is over.", Vilgax stated before he touched the symbol, causing it to time out early.

"What the..?", Stinkfly said before the Omnitrix timed out, changing Ben back to normal, much to his surprise.

"Hey! How'd you do that?", asked Ben.

"That's something I'd like to know.", Diamondgal states before her Omni-Enhancer began to time out and change her back to human form.

When it did, Vilgax was shocked to see who were wielding the Omnitrix, let alone the Omni-Enhancer.

"Children? The Omnitrix and Omni-Enhancer are in the hands of mere children?!", exclaimed Vilgax.

Then, Vilgax turned his attention back to Ben.

"No matter. What matters is that the Omnitrix and the Omni-Enhancer will be in my possession!", Vilgax proclaimed as he began to try to take the Omnitrix, which emitted green sparks of electricity before it eventually knocked Vilgax back, giving Emily some relief, although she is still surprised.

"Whoa. What happened now?", Emily asked.

Vilgax knew what it meant as he stood up and stepped closer to Ben and Emily.

"It appears the Omnitrix has already merged with your own DNA. The Omni-Enhancer is not diffferent for your case, little girl.", Vilgax guessed.

However, that peeved Emily as Ben began fleeing from him.

"Hey, Octo-creep! If you want Ben, you'll have to go through me!", Emily shouted.

Vilgax only glared as he replied.

"Gladly."

Then, Vilgax picked up both Emily and Ben.

"Okay, I'll give you some credit.", Emily stated as she hung from Vilgax's claws on her shirt while Ben wiggles around a bit.

"I, uh, don't suppose that means you're gonna let us go, does it?", asked Ben.

"Hardly.", Vilgax replied.

Then, the red wrecking ball returned and opened up for Vilgax, who then tossed Ben and Emily into the vehicle, leaving her a bit sore.

"Hey, watch it!", exclaimed Emily as Vilgax walked inside and then sat down, facing the door that was closing before the red wrecking ball closed itself up and then rolled away, while also wrecking a building.

Inside, Emily used her Omni-Enhancer as a silent radio communicator.

"Uh, Dad? You know about the Weatherheads? Well, I'm kinda tied up at the moment."


Meanwhile, Dave's RV picked up for Emily's message on the way to Mount Rushmore.

"I see. Well, at least you're safe, for the time being, that is.", Dave said.

"Yeah, but not for much longer if we get to Vilgax's spaceship. So, do you think you can hurry and get over there quickly?", asked Emily through Silent Radio communicator.

"Sure thing. We'll pick up a couple things there and meet you there as fast as we can.", Dave assured.

"Thanks, Dad.", Emily responded gratefully.

"I will not let anything happen to you, Emily. I promise.", Dave proclaimed.

Emily then closed off with fierce spirit and bravery in her voice.

"Go get 'em, Dad!", Emily stated.

Then, Dave turned to Max, who wanted to know how things are going with her.

"So, how're Ben and Emily holding up?", asked Max.

"Well, I've got bad news and good news. The bad news is, Vilgax just captured them."

Gwen was shocked to hear that.

"What?!"

"But the good news is the children seem to be holding up quite well, for the moment."

Max knew what that meant.

"That means we have to hurry. The sooner we get there, the sooner we can save Ben and Emily.", Max stated.

Gwen grew weary as Max and Dave drove near the closed road sign.

"I don't think tourists are allowed on this road.", Gwen stated.

"We're not tourists. We're tenants.", Max replied before he stopped in front of a closed road.

Then, Max pressed a red button underneath the cubby. Gwen then gasped in surprise before the platform that both the Rustbucket and Dave's RV were on descended downward into a sort of underground base.

Elsewhere, Max, Gwen, and Dave were walking around and stopped before Max opened a drawer to find a weapon inside said drawer.

"I don't think that's the one we're looking for, Max."

Then, Max closed the drawer and opened another, but had no luck.

"Nope.", Dave dismisses.

Then, Max opened another, but both knew that it wasn't it.

"Not that one, either.", Dave stated before he and Max walked to another drawer before Gwen stopped and spoke.

"That's it! I'm not taking another step until you tell me what's going on!", Gwen exclaimed.

Then, she continued rambling as Max and Dave found the weapon they were looking for.

"Yep. That's the one.", Dave stated as Max picked up the weapon by the glasses.

"Why aren't we helping Ben and Emily? What is this place? And how do you know about that alien guy who's after Ben and Emily?"

Then, Max answered as he picked up the weapon.

"Well, it's kind of complicated, but let's just say... Dave and I weren't exactly your normal plumbers before we retired.", Max replied.


Meanwhile, Vilgax's ship was hovering above a herd of cows as Vilgax spoke to Ben and Emily, who are trapped by the arms and legs.

"Children. I should have suspected as much. The Omnitrix, let alone the Omni-Enhancer, being used as play toys."

Then, Ben retorted.

"Hey! I've saved a lot of people by going hero."

"And I just got it today.", Emily added.

Vilgax then spoke as he stepped toward the two children.

"You both hold the key to a power struggle so vast and so ancient that it is far beyond your feeble comprehensions.", Vilgax stated.

"What are you saying?", asked Emily.

"Picture an entire army, each in command of an Omnitrix, all at my command with the Omni-Enhancer in my possession. I will be invincible, and I will rule the universe! So, now, the only thing standing between me and my true destiny is you.", Vilgax replied as an assortment of weapons opened up just below the two children.

"And you're gonna amputate is, aren't ya?", Emily joked.


Meanwhile, the platform opened up with Max, Gwen, and Dave heading off for Vilgax's ship.

"This weaponry is keyed into Vilgax's biosignature.", Max stated.

"Hopefully, it'll take him down for good this time.", Dave added.

Frankly, Gwen was confused.

"This time?"

"We'll explain later, Gwen."

"There's a small red button under the cabinet. Press it."

Then, Gwen did as Max instructed and grew surprised upon noticing a GPS tracker on-screen.

"Hey!"

Max then stated what it was.

"GPS-Assisted Tracking System. It's locked on the watches' signals. You navigate.", Max stated.

"Seems like we have to deal with those Weatherheads first.", Dave stated.

Then, Max, Gwen, and Dave looked up to see the weather tower that Ben and Emily saw earlier.

"That's what the Weatherheads were making!", Gwen stated.

"Not for long, it won't.", Max stated before he and Dave drove the RV's toward the path of their weather tower, with the Weatherheads unaware of the approaching RV's.

"Soon, it will heed our summons and our true mission will begin!", Gust-O exclaimed.

Then, Hail-O laughed awkwardly, causing Gust-O and Shock-O to stare at him before he had to explain.

"This is the laugh I would laugh if I experienced excitement, which, of course, I do not.", Hail-O explained.

"Hey, cumulo-nitwits! Why don't you take a hike?!", shouted Gwen from the Rustbucket.

The Weatherheads turned to each other before they spoke.

"A woodland walk would not further our stated objectives.", Shock-O stated.

"And we do not have the time.", Hail-O added.

"Do not worry, Weatherheads. This cosmic cyclone will sort out these mammals.", Gust-O assured.

"Wait, did he just say Cosmic Cyclone?!", Gwen shouted.

It wasn't long before all three pressed a special button behind their ties, causing the weather tower to become active as lightning struck the rod and a twister began to form around it. Dave knew what that meant.

"Huh? Hang on to your guacamole, everyone.", Dave warned.


Gwen gulped with worry from hearing this.

Meanwhile, Emily looked around as Ben struggled to break free while Vilgax gave his orders.

"Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.", Vilgax threatened, worrying Ben and Emily.


Chapter 4

In a dark, stormy weather, the Rustbucket and Dave's RV were driving toward the weather tower, which was surrounded by a tornado as Gwen spoke upon noticing Vilgax's ship not far from the tornado.

"There's the spaceship!", Gwen shouted.

Max knew what they needed to do next.

"We need to get on board.", Max announced.

"Get on board? How?", Gwen asked.

"We'll just have to leave that to the Weatherheads for now.", Dave answered.

The Weatherheads, however, took notice of this.

"This is unfortunate.", Hail-O stated.

"Quite.", Gust-O concurred.

Then, the Weatherheads maneuvered the tornado toward both RV's sucking them up and lifting them up in midair at the same time while Dave screamed in surprise.

"Everybody, hang on to something!", Dave warned.

Gwen screamed as the Rustbucket was being swirled up into a tornado.


Inside the spaceship, Vilgax prepared a sort of plasma sword as he spoke and aimed it for Ben, who was struggling to get free, first.

"And now, you should brace yourself. The removal process is...most unpleasant.", Vilgax warned.

Then, at that moment, both the Rustbucket and Dave's RV broke through a ship, leaving a hole in it as the drops of heavy rain were getting in some. At that moment, only the Rustbucket rammed Vilgax into a door before backing up, allowing Vilgax to get up, only to notice Max stepping out of the Rustbucket with the weapon in hand as the robotic lieutenant spoke a warning.

"Warning. Hull breach. Power surge.", the robot warned.

Then, Max aimed the weapon at Vilgax.

"Claws off my grandson, Vilgax!", Max shouted.

"That goes double for my daughter, you squid-faced creep!", Dave added.

"Grandpa?", Ben shouted.

"Dad!", Emily exclaimed.

Vilgax gave a surprised look before it became annoyed.

"Tennyson!", Vilgax growled.

Then, Max fired the blast, knocking Vilgax back through a wall completely before Dave fired at Emily's wrist cell, freeing her as Max dropped the weapon and ran to his grandson.

"Thanks, Dad. I told you I'll be fine.", Emily stated.

"Maybe, but I don't think we're out of the woods, yet.", Dave stated.

"Yeah, you're right.", Emily agreed.

Ben was quite puzzled about Max knowing Vilgax.

"Grandpa, you know this guy?", asked Ben.

"It's a long story.", Max replied.

The Weatherheads then noticed not only what just happened to Vilgax, but also Emily's Omni-Enhancer on her left wrist.

"The girl's Omni-Enhancer is powerful.", Gust-O admitted.

"I fear that Master Vilgax alone may not be enough to face this challenge. I mean, I feel, not fear. Uh, I do not feel.", Hail-O added.

"Initiate the transformation sequence.", Shock-O stated.

First, Hail-O's head went inside the body before it separated itself from his legs, which then went into a sitting position. Then, the same thing happened to Shock-O's Head, only afterwards, his arms removed themselves from the body, which then split apart and went into the legs, giving them an orange tie suit look. Afterwards, Shock-O's legs went up into Gust-O's legs before they locked together and then Gust-O's head retreated to the body as it expanded a bit horizontally in order to make space for Hail-O's body to meet, but not before Shock-O's arms connected just below Gust-O's arms while Hail-O's legs connected on Gust-O's back, giving it a jet pack like apparatus. Finally, Hail-O's body descended downwards and expanded horizontally before the three heads of Shock-O, Hail-O, and Gust-O rotated as they emerged back upward before they spoke in unison.

"Prepare yourselves for...", Gust-O began before Hail-O and Shock-O joined in unison.

"The perfect storm!", the Weatherheads shouted.

Emily knew that something has to be done about them.

"Okay, something has got to be done about those Weatherheads, and-", Emily started before she suddenly tensed in pain.

Then, at that moment, a blue spark of electricity began arcing around Emily, much to her shock in surprise before she began to groan. Dave and Ben noticed this.

"Emily.", Ben said out of worry.

"Are you okay?", Dave asked.

"Wh-What's happening to me?", Emily asked.

Then, her eyes shrank to tiny black dots before she closed her eyes. An unknown transformation began as lightning struck from within the tornado. First, her hand began to grow as it also became laced with blue energy. Then, the rock like armor began to form on her chest before it expanded into that of four arms with her left arm being similar to Heatblast's, only the rock was grey and the cracks were showing blue energy-like light while her right is similar to Diamondhead, but Omni-Enhanced. Then, her legs began to mutate strangely as they became the legs of a terramand while also being covered with blue energy and even grew an electrical current for a tail. Emily continued groaning as she then tore off her shirt, revealing that her back his also mutating before she grew wings similar to the evolved Stinkfly, only the wings were blue before the rock-like armor took care of that problem. Then, Emily even grew Omni-Enhanced Vulpimancer arms below her two main arms before she gave out a yell as her face turned blue and her hair became electric-like. Frankly, that shocked almost everyone around as Emily stood back up, panting heavily. Even Ben was surprised.

"Huh?", Ben puzzled.

Emily grew puzzled as well, but for a different reason.

"What? Something on my face? Not that I care that much.", Emily puzzled.

Gwen knew what it was.

"Um, I wouldn't go a 'head' with this alien.", Gwen joked.

Then, Emily saw what she had become and yelped in surprise before being quickly annoyed with the joke.

"Ugh. You did not just say that, Gwen.", Emily stated in disgust.

"Said it.", Gwen responded.

As peeved as Emily was, she went back to the task at hand.

"Right. Anyway, I'll take care of those Weatherheads. You guys see what you can do about Vilgax if he's still around. I'll even help you out if you want."

Then, before Emily could hop off, suddenly, a spark of blue energy raced around Ben's wrist cell before Ben quickly turned into an evolved version of XLR8 against his own will, with his outfit being blue instead of white.

"Hey!", XLR8 began before he then changed to an evolved version of Diamondhead, which had a different outfit sporting a yellow "V" stripe in the middle of his black uniform.

"What's going...", Diamondhead continued before he then turned into Wildmutt unwillingly and roared.

Max had an idea as to what happened to both Emily, who was confused, and Ben.

"I think what he was going to say was 'What's going on?'", Emily asked.

"The power surge must've affected the watches.", Max figured.

Then, Wildmutt turned into a slightly evolved version of Four Arms with the only change present: green eyes. He then tore off the wrist cell.

"Then, let's bust outta this joint!", Four Arms stated.

Emily knew that this is for the best at the moment.

"Good idea."

Then, she hopped off the ship and floated in front of the fused Weatherheads.

"Okay, climate clods! I've got a weather report just for you: painy with a chance if fists!", Emily exclaimed as she raised her fists, surging with blue energy.

Frankly, the Weatherheads found it humorous.

"Her...form.", Shock-O snickered before he began laughing.

"Cannot keep...", Hail-O began.

"...emotions in check.", Gust-O finished before all three of them began laughing their robot parts out, peeving Emily.

However, Emily knew that they seem distracted.

"That's right. Just keep on laughing.", Emily stated before she fired her Omni-laser at the Weatherheads, although they were fortunate enough to dodge.

"Emotions. Funny, but trouble.", Shock-O stated before firing his shock bolt at Emily, although that only pushed her back a bit before she noticed what the cosmic cyclone is doing.

"Whoa! No way. A storm that goes up into space? So, that must be what they meant when they said cosmic cyclone."

Then, Gust-O spoke.

"As amusing as this has been, mutant Earthling, you've witnessed too much!"

"Which we are not angry about, because the Weatherheads do not experience anger!", Hail-O added.

"We will end you now.", Shock-O threatened.

"Don't think it'll be easy, guys, especially when you're working with Vilgax..", Emily warned.

"We're not working for Vilgax. We're on vacation."

"Whatever.", Emily retorted.


Meanwhile, even Vilgax's ship was being dragged into the cosmic cyclone as Gwen stepped out of the Rustbucket and saw Four Arms removing the trap before Gwen shouted to him.

"Look out!", Gwen shouted.

After which, the drones then shot lasers and swarmed around Four Arms, who blocked the laser attack and then started to counter, only for him to change into Ghostfreak.

"Oh, man!", Ghostfreak complained.

Then, he changed into an evolved version of Grey Matter, who now has orange eyes and a green suit. He then leapt on one of the drones and decided to destroy it from the inside.

"A little alien know-how, and the coast is toast!", Grey Matter said in a different, more intelligent voice.

Then, as soon as the drone shut down, Grey Matter hopped off the drone and went into another one right before he changed into an evolved form of Upgrade, who now has purple stripes and a purple outfit, surprising Gwen, who saw that Upgrade had taken possession of said drone.

"Try picking on someone your own size.", Upgrade stated in a slightly more electronic voice.

Then, Upgrade began spinning the saw around, destroying the enemy drones, practically leaving a piece of it on top of Gwen's head, peeving her. More drones then appeared to take him down only for Upgrade to cut them down and send one of them crashing toward the ground, causing the ship to puff out some black smoke in its side inside the cosmic cyclone. Inside the ship, Max just destroyed a drone before it tilted in its side.

"I've got to get this ship under control!", Max stated.

Upgrade then turned to Gwen with a surprised tone in the voice.

"He can fly a spaceship?", Upgrade asked before being pushed back by a drone as Gwen replied.

"At this point, nothing surprises me."


Outside, Emily was still fighting the Weatherheads.

"What the heck is your problem with emotions, anyway?", Emily asked.

"Emotions are inefficient and weak.", Hail-O answered.

"We cannot tolerate uncertainty, and they are unpredictable.", Shock-O added.


Meanwhile, Max was typing down some sort of code when Vilgax growled as he clutched his hand onto a surface and then kicked Max toward the hole where the Rustbucket broke in, catching Upgrade, Gwen, and Dave's attention as Vilgax tried to crush Max with his big foot.

"Grandpa!", Upgrade and Gwen exclaimed.

"Max!", Dave shouted.

"Your weapon won't help you, Tennyson. As you can see, I am much stronger than in our last encounter.", Vilgax stated.

Upgrade then destroyed a drone before he charged toward Vilgax with a shout.

"Nooooooooo!", Upgrade shouted before he pounced on Vilgax, pushing him off the ship, worrying Max, Gwen, and Dave.

"Ben!", shouted the trio.

Inside, the cosmic cyclone, Upgrade was dragging Vilgax down along with him before he eventually decided to float slowly as Vilgax continued his descent out of the cosmic cyclone and eventually crashed into the ground near Mount Rushmore. At that moment, Upgrade got tossed toward the mountain before he then turned into an evolved version of Ripjaws, which had the Omnitrix symbol on his chest and no black cover on the abs, much to his surprise as he landed on the head with heavy rain pelting him, although his claws managed to hold tight just fine.

"Aw, man. Sometimes I hate this watch.", Ripjaws admitted.


Meanwhile, the ship continued to spin around in the cosmic cyclone as Emily continued her fight.

"Unpreditcable. Just like the weather.", Emily figured out from what the Weatherheads said.

Then, she spoke to the Weatherheads.

"All right, guys! Do your worst! Bet you didn't predict that response.", Emily mocked, puzzling the Weatherheads.

"Huh?", the Weatherheads puzzled.

"Very well, then.", Shock-O replied before all three then Shot out a lightning bolt at Emily, only for her to absorb the blast and fashion a yellow Omni-Sword.

"Inefficient!", Emily shouted before she launched the bolt toward the fused Weatherheads, who quickly recovered after being hit by said bolt, and fire a gust of wind, only for Emily to fly above it.

"Weak! Unpredictable!", Emily shouted before she flew up closer to them before the Weatherheads then try to hit Emily but missed.

"Ha! You 'mist' me!", Emily joked.

Gust-O gave a puzzled look before Emily explained.

"You know, 'mist', like fog? It's weather humor."

Then, Gust-O quickly grew frustrated before blowing another gust of wind at her, only for her to fly out of the way, frustrating then as Emily stilled herself.

"Gust-O, focus!", urged Hail-O.

"You focus, Hail-O!", retorted Gust-O.

The argument was already making Emily giggle.

"Looks to me like you guys are getting emotional after all."


Meanwhile, inside the spaceship, Max just finished typing down a certain code.

"We've got to get out of here.", Max urged before he, Dave, and Gwen turned to their RV's. As Gwen gave a worried look, Max and Dave gave grins.

Back at Mount Rushmore, Ripjaws was just getting exhausted from climbing up Teddy Roosevelt's head.

"So... tired... need... to rest.", Ripjaws panted before he laid down in his back and took deep breaths just as Vilgax landed near Ripjaws.

"You are indeed a slippery, little fish, child, but not for long.", Vilgax stated before Ripjaws suddenly moved to his left quickly and then became an evolved form of XLR8.

"I can still give you a run for your money!", XLR8 said before he put his arm on the top of the head and sped off quickly, bewildering Vilgax.

"You cannot run away forever, boy.", Vilgax threatened.

Then, XLR8 ran toward Vilgax, running on the heads of George Washington, and Thomas Jefferson.

"I wasn't planning on it, buddy! Peek-a-boo!", XLR8 shouted before he seemingly rammed Vilgax, only for it to be evident that Vilgax was not fazed by it, although XLR8 was still reeling from a sort of headache.

"Whimper. I'm definitely gonna feel that tomorrow.", XLR8 complained.

"For you, there is no tomorrow!", exclaimed Vilgax before his arms then turned into many tentacles, grabbed XLR8 and then slammed him down so hard that it began to cause Teddy Roosevelt's head to crumble into pieces.

Then, XLR8 recovered as best he could before Vilgax tried to grab him with his tentacles only for him to miss every time.

"You cannot escape me!", Vilgax said as he swung only to miss before XLR8 then tried to counter but wound up having his arm grabbed by Vilgax's arm, returned to normal, after which, he spun XLR8 around before he tossed him toward a rock. Then, an array of crystals started to shoot at Vilgax with the owner of said crystals revealed to be an evolved form of Diamondhead.

"Special delivery!", exclaimed Diamondhead.

However, the crystals had no effect on Vilgax, who then swung his arms at Diamondhead, but missed before he then tried to punch Vilgax, but wound up having his hands shattered a bit.

"Oh, man. Guess I should've seen that coming.", Diamondhead admitted before he then got grabbed by the face and slammed to the ground.

Then, Diamondgead started to change into Ghostfreak just as he was about to land a critical blow, much to Ghostfreak's relief.

"Yes! Sometimes, I love this watch.", Ghostfreak admitted as he phased through the mountain.

Frankly, Vilgax roared in frustration as lightning struck the dark, stormy sky. Then, he turned to his spaceship within the cosmic cyclone.


Meanwhile, as the Rustbucket and Dave's RV drove forward, Max had to give Gwen a warning.

"Better hang on to something. This may get a little bumpy.", Max warned.

Gwen then covered her head in worry before Max pressed a button, revealing a panel of some sort before he pushed the first red button, causing the engine to extend outward before it then expanded horizontally and lit up, literally. After that, it then plowed through several walls before both RV's rolled out of the swirling spaceship, falling to the ground as Gwen panicked.


Meanwhile, Ghostfreak just floated out of the mountain.

"Don't switch on me, now.", Ghostfreak said.

Then, he widened his eye from seeing the crash amidst the storm.

"Oh, no!", gasped Ghostfreak before he flew over to check the crash.


Fortunately, Max, Gwen, and Dave survived.

"Whew. That went well.", Dave admitted.

"You all right, Gwen?", asked Max.

Frankly, Gwen was all right, although a bit sick to the stomach.

"Oh. At times like this, going back to school doesn't seem so bad.", Gwen replied.

Then, they heard some windows breaking.

"Ben?!", Max and Gwen puzzled.

However, it was Vilgax walking toward them.


Back inside the cosmic cyclone, the Weatherheads were arguing with each other.

"I told the council you were too moody to handle this assignment!", Shock-O shouted.

As Emily noticed the argument, she felt like there was enough time.

"Okay. I bought myself some time.", Emily stated as she cautiously flew downward in the cyclone, passing by the apparently emotional Weatherheads.

"Moody?! You were the one who was all, like, initiate Phase Two earlier - like a baby!", Hail-O shouted as Emily took a look to see that Vilgax has already gotten to Max, Gwen, and Dave, worrying her as she gasped.


Meanwhile, Ghostfreak just noticed the wrecked Rustbucket and noticed no one there. There was no luck on Dave's RV either.

"Grandpa? Gwen?", Ghostfreak called, worried about them.

However, when he phased out of the Rustbucket, Ghostfreak was net wuty a horrific sight.

"No.", Ghostfreak gasped.

Then, Ghostfreak suddenly turned into Wildmutt and then roared as Emily looked on from far away.


"There's gotta be a way to help them!"

Then, Emily noticed the weather tower below.

"That's it. I know how to beat Vilgax and the Weatherheads!", Emily stated.

Then, Emily called out the Weatherheads as she began to move in toward the weather tower.

"Huh?!", puzzled the fused Weatherheads.

"Gosh, it would really stink if some annoyingly logical robots tried to end me right now, before I had the chance to get to this beacon!", Emily mocked.

"Annoying?!", Hail-O reacted.

"We are not annoying!", Gust-O added.

"You are annoying!", Shock-O insulted.

However, Emily persisted on making them mad.

"Not as annoying as the fact that you're working with Vilgax! Why are you even doing it, anyway?", asked Emily.

"Vilgax promised us Earth in exchange for our services.", Hail-O answered.

"And you really believed that?! Look, if Vilgax gets what he wants, he'd rather destroy the Earth than give it to you three! Then, he'll rule the entire universe!", Emily shouted.

Then, the Weatherheads began to make sense of this.

"That is...a possibility.", Gust-O realized.

"Do not look at me. I'm not the one who said 'trust Vilgax'!", Hail-O argued.

"Oh, there you go again, being annoying!", Emily shouted as she flew over to the direction where Vilgax would be in the ground.

Then, the Weatherheads roared before shooting a mixture of thunder, wind, and rain at Emily, only fur her to dodge it and then blast right out of the cosmic cyclone, warning the Weatherheads' shocked looks as Emily cheered.

"Whoo-hoo! Sorry, guys, but this is where I get out of here!", shouted Emily before leaving the cyclone.


Meanwhile, Vilgax spoke to Wildmutt.

"It's your choice! You or them!", Vilgax exclaimed.

Then, just as Wildmutt stopped growling, before Vilgax could take a step, Emily shouted in midair.

"Ben! I'm alright!", shouted Emily.

Then, Max, Gwen, and Dave looked up to see Emily.

"She made it out!", Gwen exclaimed.

"Looks like a lot's happened in there.", Dave figured.

Then, Emily concentrated a beam of blue energy and carefully aimed it at the Omnitrix.

"Here, Ben! Take it!", exclaimed Emily before shooting it at the Omnitrix, causing it to spark blue electricity a few seconds before a green light enveloped Wildmutt while Emily reverted back to human form and then landed on the ground, exhausted. Then, Ben was shown to be in human form again, but with the Omnitrix looking similar to Emily's Omni-Enhancer, but still kept the green color consistency, surprising him.

"Whoa! What's up with the Omnitrix?", Ben asked.

"I think Emily enhanced it.", Max guessed.

Then, Emily's Omni-Enhancer powered back on.

"Looks like my Omni-Enhancer is ready."

Then, Vilgax stood back up and spoke to Ben and Emily.

"Enough! I am through with this charade. The Omnitrix, let alone the Omni-Enhancer, is far more powerful than you can comprehend. And you two are just reckless children who would endanger themselves and everything around them to play at being heroes!", Vilgax commented.

Then, Emily spat back at Vilgax.

"So what if we are?! As long as we're protecting the innocent and standing up for what's right, that's fine with us, and nothing can change that!", Emily shouted.

"She's right, Vilgax! Maybe it is dangerous, but I believe in myself way more than I believe in you.", Ben concurred before both slammed down their watches.

Then, for Emily's case, she yelled out as blue electricity sparked out of her chest before her right arm twitched a bit before she began to he encased in blue energy and then shielded with rock-like armor and then did a cool pose to finish up, while Ben, on the other hand, gets covered in rock before he gets molded into a sort of gladiator who then got his shoulders buffed up before his head sparked and he then extended his arms and legs. Ben was now in the form of a Fulmini while Emily was in half of that form, notable by just the blue energy on her body with the rock-like armor covering her chest, legs, and arms, like normal armor, while Ben's new alien's appearance was twice as defined.

"Whoa! This is actually kinda cool!", Emily exclaimed.

"I know! How about I call this alien...Shock Rock! Get it? 'Cause he shocks and he rocks?", Shock Rock said.

"Not bad. Although I'm gonna call this one...Terra Charge! Pretty cool, right, Ben?", asked Terra Charge.

"That's...pretty awesome, actually.", Shock Rock admitted.

"Thanks, Ben.", said Terra Charge.

Then, Shock Rock turned to Vilgax.

"All right, then. Now that we've finished up naming them, let's take care of business.", Shock Rock announced.

"If you want the watches, Vilgax, go ahead and take them from us.", Terra Charge goaded.

"With pleasure!", Vilgax responded before he began firing laser eyes at them, only for them to dodge.

"Oh, wait, wait, wait, time out. Ugh, I don't know my moves yet.", Shock Rock stated.

"Then, let me give it a go.", Terra Charge suggested before she rubbed her hands together and then forged a sort of blue boomerang.

"Try this one on for size! Go, Bluemerang!", Terra Charge shouted before tossing it toward Vilgax, who dodged its path.

"Pitiful. You still rely solely on- What?", puzzled Vilgax before the Bluemerang hit Vilgax, who managed to catch it in time, although he is also being pushed back.

"Yes! Just like a boomerang!", Terra Charge shouted in excitement.

Vilgax growled before he moved the aptly-named "Bluemerang" away from him and then roared as he charged toward Shock Rock like a mad bull.

"Oh, boy! Take cover, Ben!", Terra Charge warned before Shock Rock braced for impact and then both get rammed into the air before recovering quickly.

Vilgax then fires his eye lasers at the two of them.

"We have to come up with something to guard against that blast, Ben!", Terra Charge urged.

"Shield, shield, shield!", Shock Rock stated, trying to create a shield.

He did succeed only to end up absorbing the laser blast.

"Solid! A power boost."

However, the power seemed to prove too much to handle.

"Uh-Oh. Too much power!", Shock Rock exclaimed before he then slammed the power back to the ground towards Vilgax before it created a circle around him.

After that, lightning erupted from below, knocking Vilgax back a great deal, impressing Terra Charge.

"Pretty awesome, Ben.", Terra Charge complimented before Vilgax growled at the two alien heroes.

Dave knew that Max and Gwen have to get somewhere safe.

"Now's probably our best chance to get out of here. This way! Quickly!", Dave urged to Max and Gwen.

Meanwhile, during the battle, Vilgax roared as he landed near Shock Rock, who rolled over backwards in time.

"It feels so good to be me right now.", Shock Rock sighed.

Then, Vilgax pinned Shock Rock to the ground with him struggling.

"You don't deserve to wield the power of the Omnitrix!", Vilgax exclaimed before he shot our eye lasers at Shock Rock, unintentionally giving him more power just as Terra Charge shouted.

"Get off of him!"

Then, Terra Charge rammed into Vilgax, knocking him off of Shock Rock, who got back up and spoke to Vilgax.

"You don't deserve eye lasers if you don't know how to use 'em!", Shock Rock shouted before firing the blast back at Vilgax, who only dodged the attack and then stood back up.

"Both of you are only delaying the inevitable. Both of you will power down and when you do, I will be unstoppable!", Vilgax threatened as his arms turn into several tentacles.

"Oh, really? You might want to tell that to them.", Terra Charge replied as she pointed to the fused Weatherheads, puzzling Vilgax.

"What?!"

"The Weatherheads? Oh, what happened? You couldn't afford three bodies anymore?", Shock Rock joked.

"Prepare yourselves for the perfect storm!", the Weatherheads shouted before

shooting a concentrated beam of wind, rain, and lightning at Vilgax, catching him by surprise.

"What are you doing, you fools?!", Vilgax exclaimed.

"You were never planning to give the Earth over to us. This is the definition of a betrayal, which would make us very, very angry if we...actually, we are angry! We will take the Omnitrix for ourselves! The forecast today shows thunderstorms with a chance of ultimate destruction!", shouted the Weatherheads as they began spinning their arms around and then created a tornado before shooting a lightning bolt at Shock Rock and Terra Charge.

"Uh-oh.", Shock Rock stated before he got zapped.

"Oh, boy.", Terra Charge concurred.

The result then powers them up with Terra Charge grunting a bit as she charges up more power.

"Yeah!", Shock Rock shouted before turning to see Terra Charge. "How you holding up, Emily?"

"No worries! I'm getting the hang of this.", Terra Charge replied.

That concerned Vilgax more than anything.

"What?! Stop, you fools!", Vilgax shouted to the Weatherheads.

However, they were to angry with Vilgax to listen to him.

"You will not trick us again!", exclaimed the Weatherheads before shooting a lightning bolt at the two alien heroes.

However, that only made them stronger before Terra Charge spoke the plan.

"Whew! Okay. Just gotta launch this thing right into the tower.", Terra Charge stated.

"What's your forecast say about this?", Shock Rock shouted as he tossed his electro-ball at Vilgax.

"Ha!", exclaimed Terra Charge as she did the same thing, seeing as Vilgax was near the weather tower.

"No!", shouted Vilgax before being pushed back by the combined electro blasts.

"Miscalculation.", feared the Weatherheads before the blasts eventually bumped Vilgax against the Weather Tower, causing it to spark blue energy sparks all over before the red light glowed, sent a small shockwave, and then hit the top center of the cosmic cyclone with a red beam of light, causing everything to be sucked into space while Vilgax knew what that meant.

"The auto destruct launch sequence has been initiated!", Vilgax exclaimed.

"Oops! Did not see that one coming!", Hail-O admitted.

"I am regretting every second of my existence!", Shock-O shouted.

"I would say I love you guys if I had emotions, which I do not!", exclaimed Gust-O, who was being sucked into space along with his fused comrades as the computer started the countdown to self-destruction as the red beam of light from the weather tower disappeared.

"Commencing self-destruct launch.", the ship's computer said.

"We will meet again one day, humans!", shouted Gust-O.

"You have not heard the last of the Weatherheads!", Hail-O added.

"Yeah! What they saaaaaiiiid!", Shock-O concurred.

Then, Vilgax yelled at the top of his lungs as he and his ship were being sucked out into space. Then, both Shock Rock and Terra Charge were beginning to get sucked in the vortex as well. Afterwards, the weather tower gets sucked in as well, causing the hole to close up with the dark clouds still there, only less stormy. When it did, they fell back down just a few inches. After that, Terra Charge and Shock Rock both sighed out of relief and exhaustion before the Omnitrix began to time out, changing him back to Ben.

"Whew! Just in time.", Shock Rock sighed before he timed out as Terra Charge changed back to normal.

"That was intense.", Ben admitted.

"Heh. You're telling me?", Emily agreed.

Then, Dave walked over to Emily and Ben.

"You did it, you two. Vilgax and the Weatherheads won't be bothering us for a while.", Dave congratulated.

"Good. That should give us some time to master the new alien we both have.", Emily stated.

Then, the clouds then began to snow in the area of Mount Rushmore as Gwen walked over to Ben and Emily.

"Not bad for a Doofus.", Gwen complimented.

Ben then knew that some explanation is in order.

"Guys, we need to talk.", Ben stated, earning a smile from Grandpa Max as well as Emily, who both then looked up at the light snowfall as did everyone else.

A/N: Pretty epic, right? For Emily's Kevin-11-esque mutation, that was the result of a power surge affecting the Omni-Enhancer. Just thought some explaining was overdue about that. Also, I wanted to see what it would be like for her, even if it is temporary. Also, I decided to make it more epic by adding the Weatherheads and their cosmic cyclone form "Riding the Storm Out' and Shock Rock's fight against Vilgax in "The 11th Alien Part 2". Part of me felt like that should've happened a long time ago. Also, I am open to suggestions for this Fanfic, like what aliens should appear, how, when, what episode, why, that kind of thing. I'm also adding certain enemies and allies from the reboot into this fanfic. If you know what ally and/or enemy should be involved in this fanfic, just say the word. For example, I plan on having Phil from the reboot as an ally for Ben and Emily and a plumber as well instead of an enemy. Speaking of which, I do not know the perfect one yet, so if you have any ideas, fill me in on this. Anyway, good talk and good night. Nice chattin' with you. :)