Ben 10: Characters and Locations from Man of Action and Cartoon Network

American Dragon - Jake Long: Characters are from Disney

Danny Phantom: Characters are from Nickelodeon

Ghoul School: Characters are from Hannah Barbara

BJD Alien Force 1

Vengeance of Vilgax Part 1

On Earth everything couldn't be better Jake, Danny, and Ben now had their own girlfriends - ones that were okay over what they were. Sadly there are other worlds that could not say the same. The center of the planet looked like a war zone, and there was one person that was in trouble. "Synaptak!" A female shouted when she saw a brain in a jar buried under some rubble. "Hang on! I'm coming for you!" She shouted while leaping along the debris to her teammates location. "Please be alright." The female warrior said while digging him out but was interrupted by the attacker.

'That takes care of that weak Tetramand.' A familiar villain thought after seeing her hit a still standing wall, and was buried just like her friend. "Where is he?!" The green skinned warrior shouted aloud after his throw. "Where is Ultimo?!" He added to his first comment since that was his true target - at least for this planet.

"Right here, Vilgax!" The warrior in question shouted in the distance before flying right at the man responsible for the devastation around them. "And rest assured you will pay dearly for your craven attack on my teammates." The third cape added to his earlier statement while flying right at him. "The galactic code of conduct -." He was going to explain himself but was soon focused on punching out a yellow shield that materialized on the enemy's left arm.

"The galactic code of conduct says that the conqueror's challenge is between the greatest warrior of the attacking race and the greatest warrior of the planet under attack. That's me…and you." The one known as Vilgax explained after knocking Ultimo away with his shield, kneeing him in the stomach, and twin fisting him to the ground. After he was done pacing as he spoke the conqueror saw his prey getting up so he kicked him in the face. "Your teammates cheated. But that doesn't change the outcome." The enemy continued to say to the defeated one.

"I am the most powerful hero on this planet. I'll perish before I let it fall into your hands." Ultimo said defiantly while getting back to his feet even though he knew that his fate had been sealed the moment he accepted the challenge.

"Yes, you will." The squid chinned one said back before firing a beam from his right hand. The red beam made direct contact with the champion's chest, but to the attacker's surprise Ultimo was not dead. "I salute you." He started to say as he kept the beam constant, and focused on his prey before adding, "Few have withstood an assault from the Ruby Ray of Ulo." He saw that the man was in fact still trying to move.

"I…can't…let you…win!" The Galactic Enforcer struggled to say while his body was slowly failing him.

"The battle is over, hero. Go now to your rest." Vilgax said before deactivating the beam, and let his prey collapse to the ground. 'Just to be sure.' He thought and plowed his message home which caused a shockwave to be heard in all directions. The conqueror saw that his drones were carrying a familiar device over to ground zero, one that he intends to use again. "People of planet T.K., I have defeated your champion! By the rules of the galactic code, as ratified by the Casey-Kelly accords, I claim dominion over this planet." He said to those that were still hiding in the buildings.

"Congratulations, Lord Vilgax, conqueror of 10 worlds." A black and white faced alien with red eyes and a black and red uniform said to the stronger man.

"Prepare the transfer, Lackey." The invader ordered to the butt-kisser since the latest grunt knew what he meant by now.

"As you command, master." The other said before nodding to the drones. The six mechanical men walked over to the defeated one while carrying the device. Once it was close enough they set it back down causing the second organic thug to take a clamp attachment, and attach it to Ultimo's neck.

'I always hate this part.' Vilgax thought as he watched the cable to the clamp glow bright blue; as did the device itself. Once a pair of handles came out of the device the squid headed one took hold of them, and felt new energy course through him.

"It is done." The grunt said as he saw the withered husk of Ultimo in the blast zone, and knew that his device worked like a charm again. "Ultimo's powers are now yours." He explained even though his master already knew that.

"The power of the greatest heroes of 10 worlds surges within me!" Vilgax shouted while slowly closing both hands into fists, and in truth he liked that feeling. "Finally, I am ready to take my revenge." The invader said as he recalled what that particular To`kustar did to him.

"Master?" The gopher questioned even though he knew who the conqueror was speaking of. In order to make his point Vilgax leapt on top of the device and said to all of them:

"We travel to Earth, where I will destroy that backwater world's greatest hero - Ben Tennyson!" Vilgax said to them all before him and the others teleported to his ship, so they could deal with that warrior. On the planet in question a few heroes were having their hands full at the moment.

'I took down the Dark Dragon, and I can't take down this lightweight.' The red skinned wonder thought as he Gwen, Kevin, and Danny were dealing with a Naga alien. The absorber tried to attack, but was backhanded away. 'Maybe this works better.' The New Yorker thought before using a flame attack.

'That was unpleasant.' The enemy thought after recoiling from the attack, but was soon attacked by Mana spheres. He dodged them with relative ease and wrapped his right arm around the female before lifting her into the air. 'Time to feast.' He thought before using the hand attached to his arm to eat the red head, but was denied by a strange green beam.

"Back off Scaly!" A white haired hero, the one that shot the beam, said before sending out a barrage of green spheres right at him. "Before I make you into a purse for my girlfriend." He added since he did like surprising her with gifts.

"I thought snakes were supposed to rattle before they strike." Gwen said after being released and landed to the ground with zero damage. The enemy heard her and decided to correct her on that little sentence.

"I'm not a rattlesssssssnake." The Naga said to her before once again going on the attack.

"Whatever . I was just making conversation." She said before hurling more Mana spheres at the slithering scumbag snaking his way to her. Thankfully he was stopped by the mystical one, who shoulder charged the alien, and then waged his clawed finger at the villain.

"Now, now my fellow scaly friend. Is that any way to treat a lady?" The American Dragon said since he was trying to be polite to a similar in species creature, but instead the Naga spits venom in the US defender's face and then knocked him off with his tail.

'Good thing I armored up.' Kevin thought as he leapt over the crouching dragon, landed on the enemy leatherhead, and then started pounding at him. Gwen decided to see to the latest hero.

"Are you okay?" Gwen asked to Jake who was covering his eyes with his hand claws.

"IT BURNS! IT BURNS! WHY DOES IT BURN?!" The mythical beast shouted in anger before letting out a primal dragon roar. Danny who was just floating: watching the former villain try to beat the snake into pudding decided to answer his friend's question.

"Well, my sister Jazz told me, It's made of toxins and amino acid, the oxidizes of which are responsible for the yellow color for some snakes venom." The white haired one thought he was being helpful, but instead he saw Gwen giving him a questionable look and the dragon was glaring in his general direction.

"It was rhetorical, Inviso Bill!" The fellow American shouted in anger, but was soon greeted by water, thanks to Gwen who cut the top of a fire hydrant and angled the spray to hit the injured one's face.

"Feel better?" She questioned in concern; wondering if she was able to act fast enough.

"Yeah, much! Thanks, Gwen. You sure are handy to have around." Jake said after whipping the water away from his eyes.

"Unlike a certain cousin and buddy of ours." The spirit grumbled before flying back into the fray.

"Yeah! Who should have been here an hour ago!" Jake shouted to the others after swinging his tail and the Naga, and nailing him right in the head. The enemy serpent got back up, but suddenly felt cold from behind him.

"I suppose that fancy watch of his doesn't keep good time." The freezable phantom said after taking a break, once he saw the mineral man was going to try another basic punch.

"Where is Ben anyway?!" The former villain shouted in rage, but unknown to them the hero in question was still at his home. He had a Smoothie in his left hand, and his Dhampir girlfriend's waist in the right hand: pleasantly enjoying the taste of his drink, and company of his girl.

"Weren't we supposed to be somewhere?" She questioned to her lover as the two were watching television.

"Don't think so. Why?" He asked back since he wanted to know what she was getting at but she waved it off. With that done the two continued to watch television. As the two were watching an episode known as Malice's Restaurant someone materialized before them.

'An enemy?' The flying fang thought before the two of them rolled off of the bed: Sibella floating and ready to fight and Ben with his hand over an active Omnitrix. The two were about to attack until the creature spoke.

"Whoa! Whoa! Take it easy you two." The visitor said with both arms raised in the way of surrender. "I come in peace, but before I get down to business how about you wheel that chair over." The visitor said, and after that exchange was made he sat down. "Name's Stoker Van Rotten, same planet as Mezu, and those guys wanted to give you stuff even though I bet you already you have a ton of stuff." The mouse man said casually.

"Yeah, I do, but are you Mars' ambassador?" The hero of heroes questioned in confusion as he saw this big gut mouse sitting before him.

"Naw, I just lost at rock, paper, scissors, but I'm still thinking that those green beans were reading my mind." The deliverer said before adding, "Time to get down to business." That said the alien dug into his rather large bag. "The black heads aren't into medals, but they did want you to have a set of their finest armor." He said while pulling it out.

"Very…Julius Caesar." The purple one said as she gazed at the metal that was meant for the savior of the universe. He dug through the bag, and pulled out a medal.

"This is from the green heads, and those guys are into giving away awards." The visitor said before tossing it at the bearer of the Omnitrix.

"What's its name?" The human questioned since all the other ambassadors had names for their medals.

"Beats me. I wasn't really listening. Mezu's people just want you to watch their child, and my people…" He said but stalled as he dug through the bag for the item from his niece - Carbine Cannonblade, but couldn't find it, so he improvised. "Our gift is one of our cycles." He finished by pulling out a keychain, and hit the single button on it.

"Whoa!" The two said before looking through the blinds and saw a motorcycle sitting in his front yard.

"Well, that about does it. See ya around." Stoker said before teleporting away. The two of them piled the armor and award in the closet before going back to the TV. Once a commercial aired about a new movie which caused Ben to squeal with delight, but thankfully his phone rang: saving him from further embarrassment.

"Ben, Its your cousin Gwen." The mana manipulator said on her end of the phone while they were fighting.

"Hi, Gwen." He said to his partner before saying to his girl, "It's Gwen." She smiled good naturedly before replying back:

"I figured." He then listened to the rest of her comment.

"Is this a bad time?" She questioned the hero even though she was not really looking for an answer.

"Not really." He answered back before smiling at the violet vixen to his right. "Just hanging with my girlfriend. Watching TV with my girlfriend. Had an alien visit my girlfriend and me." He said all while smiling at his renewed happiness over that wonderful word.

"We get it already! You and Fangs are dating!" Jake shouted in the background while dealing with the Naga before him.

"Well, I'd hate to interrupt…" She said in a good natured style before getting to the point, "It's just that you are late for our mission…" She stopped again because of the attacker. She created a shield to prevent a stone armor Kevin from being slammed into her, Jake was being spun by his tail, and Danny was trying in vain to pull the opponent away with a headlock. "And the bad guy is kicking our butts. So, if it's not too much trouble…" She stopped again because she knew the more the voice the bigger the noise.

"HERO UP AND GET OVER HERE NOW!" The four of Gwen, Kevin, Jake, and Danny shouted. The shouts were so great that he had to pull the phone away sharply before hanging up.

"Guess what?" He questioned to his girlfriend who gave him a 'what' facial expression, so he went on, "Turns out we did forget something." She hopped off the bed, with her feet on the ground this time.

"Well, we better be off then." The dhampir said to her lover who also got out of bed, but did a small bit of stretching.

"Right." He said back to her, but before activating his device the teen put away the keys to his new bike in his pocket. After a turn or two with the dial Tennyson slammed it down.

"Jetray!" The flight hero said as he still stood in his room. "You gonna be okay, Sibella. I mean it is still day out." He asked her in concern since he did not want anything to happen to her.

"Thanks for your concern, Benji, but I'm a Dhampir. I can walk in sunlight; it just stings my eyes." She said back to him which eased his worry a bit, and when she saw him relax Sibella turned into her bat form. The Aerophibian opened the window, she flew out, and so did he, but the transformed human double backed to close his window.

"We'd better hurry." Sibella said to him in her actual voice after his minor task was complete. The two took to the air, and headed for the spot they remembered to meet the others. The two continued to soar until the bat pointed with her wing at the fight down below.

'Let's try this.' The New Yorker thought after seeing the alien duo fall to the ground he tried a claw swipe, but was too slow causing him to be knocked away by the snake's tail. The spirit threw an ecto-sphere knocking their enemy out…for the moment. The four hero's attention was changed when they heard something:

"Cannonbolt." The alien pillbug shouted as he landed, and Sibella followed his lead going from bat to ghoul form.

"About time!" Jake said in an annoyed tone. He was not upset with his fellow PE teacher; he was mad that they couldn't stop this bottom feeder. "Where were you two?" He questioned since he wandered if they were in the bell tower or his room.

"We are soooo sorry, everyone. Me and Benji were just grateful of having some alone time." The daughter of darkness said with a sheepish expression while twiddling her hair in her fingers: a nervous habit she thought she out grew. "That we forgot and I usually remember this sort of stuff." She explained that this behavior was not in her normal style.

"Well, as long as you're here now." The fellow heroine said to the dhampir. She understood what Sibella was getting at. When defending the world and assorted planets it was hard to get alone time with your boyfriend.

"But we also learned that there's going to be a Sumo Slammers movie." Cannonbolt said to them, and all could hear the glee in the tone of his voice.

"Really? Live action?!" The dragon and absorbing one said together before staring in awe at one another since neither of them were expecting to have something in common with Ben.

"Guys, focus! Huge, scary snake on the loose!" The Amity apparition said to them while pointing at their green skinned thug that was starting to come around.

"It's not a problem, Danny. Creeps like him…um, what's your name?" The Arburian Pelarota said while taking a couple steps forwards, and ended with him pointing at their target.

"I am Sssssserpent: the snake that walks like a man." The now named Naga said to him, and the others. Without wasting a second the changeling balled up and rolled over the enemy three times, and each of those times the others could hear the sound of crushing bones.

"Is it okay if I call you: Road kill - the snake that only made it halfway across the street." The rolling wonder questioned but aside from pain filled groan from the snake the hero of heroes also heard groans from his own teammates.

"What?" The now human Ben Tennyson questioned as the others came up to him.

"Bro, you've got to come up with better jokes. Your gonna start losing your Hero coolness!" Long said to him since he knew one of them had to say it, so it might as well be someone that prefers to be blunt.

"Like Ben had any?" Kevin questioned since in his opinion the Omnitrix owner didn't seem all that cool. The alien hero's girlfriend heard him, so she walked over to him with crossed arms and a sardonic smile on her face.

"It just took him a while to find it." Sibella said, defending her boyfriend before adding with a frown, "Like your car under the dirt and grime." Ordinarily she liked such things but not on the former villain's car.

"HEY! I don't appreciate people dissing my car!" He shouted back to her in anger after releasing his armor at that same moment.

"Then don't 'diss' my Benji." She said while poking his chest with her finger, and continued with, "He's done a whole lot of good things. Like save the universe for one thing." To her someone that could only absorb things could never do such a feat.

"True. True." He said back while nodding his head as if he was agreeing with her before smirking and adding, "But being a hero Benji…" He stalled to smile in a patronizing way at her before finishing with, "Should have saved himself from geekdom ages ago." It was then the dhampir lost it.

'I must hurt him.' She thought with her eyes slowly turning red and a ticked hiss coming out of her lips. At that moment the cousin duo stepped in between them.

"Whoa! Easy there, Sibella." Tennyson said to her since he did not need another fight to happen in the same area.

"Alright, break it up you two. We stopped the bad guy and that's all that matters." The female cousin said to her lover, and knew that he had to at least accept that which he did…reluctantly.

"Gwen's right. Ben defeated the guy like that." The ghost boy said and snapped his fingers to emphasize his point. "So, why don't we all get along and head to Mr. Smoothie." The white haired hero before powering down as did Jake before they all heard the sound of a buss horn.

'It couldn't be.' The black/green haired one thought as he, and the other, looked around for the source. The horn belonged to Miss Grimwood's bus, and no sooner then the vehicle stopped a slender specter phased from the door, and wrapped her arms around Danny's neck; forcing him to fall on his human back.

"Phanty?!" The hero shouted in alarm from the surprise attack. He was able to stand with his beloved still hanging on to him.

"Oh, Darling! I was so worried about you." She said and smothered kisses all around his face. The hero didn't object and let her continue her boo-boo bettering system.

"Someone mind filling us in?" The absorber questioned in annoyance while watching the show beside him. The head mistress who out of kindness guided the other ghouls to the heroes and company with helper floating to her left and Matches on her right shoulder.

"That is my fault, I'm afraid. I heard from Max that you were all reporting to an alien disturbance out here. So, when I accidentally let it slip that you were having trouble…" The red cloaked woman paused to point at the Phantom before finishing with, "She started to…" The lady stalled because she was not sure how to peacefully phrase her student, but was answered by her student.

"Freak out." The mummified one said bluntly for her leader.

"Well…I wouldn't use that word." Grimwood said before continuing with, "More of…became frantic with worry." The bandaged beauty just shrugged since to her both meanings were the same to her.

"So, it was either drive here with her, or listen to her contently worry until you showed up, Danny." Winnie said casually before gesturing over to the buss. "Come to think of it. Didn't you say that you guys were heading to Mr. Smoothie." She questioned and after getting a raised eyebrow from the man in question she pointed to her ears, and he palmed his forehead for being so stupid.

"Then let's head over there. I want to see if they have a pineapple one." Ben said before racing to Kevin's car. As the lot of them were heading for one of their usual hang outs Max had the Rustbucket and was driving to an old training ground with the new Plumbers.

"Shotgun! I called it!" A familiar alien shouted happily as the RV drove along the street. The comment made no sense to the ones in the booth, s o one was able to question about it.

"You're already riding shotgun. Why do you keep calling it over and over?" Helen, the female Kineceleran, asked with crossed arms even thought she never really knew what to make of half the stuff her friend does.

"Cause it's fun to yell shotgun." The teenage Tetramand said back after looking at her from over his shoulder before turning and shouting that one word one more time, "SHOTGUN!" There was a part of him thinking of designing a teched out car and calling it the P-Car, but as he was thinking that his long time friend was thinking something else.

'Why is he such a child.' The speed warrior thought while holding her forehead and shaking it from side to side. Max was reminded of the best Summer of his life with the way Manny was acting; still the senior Plumber felt like reminding them why they were on this road trip.

"Okay, Manny, that's enough. This is a Plumber's training mission, not a-." The senior Tennyson hero started to say, but was stopped by some beeping on his dashboard. The five could see the grandfather of the hero of heroes eyes turn serious, and they knew that ht radar screen meant anything but good.

"What is that?" The teenage XLR8 questioned with concern. They watched as the experienced warrior began to press a few buttons to get more information.

"Planetary defense alert. We just put the satellites in a month ago." Max said to them before more info was presented and then added, "An alien war fleet is heading for Earth." He knew that his grandson, granddaughter, former thug, and their new friends could handle this no problem, but there was no time to get them. "I take back what I said earlier, kids. This isn't a training mission. This is the real deal." He said to them before making an abrupt U-turn, and headed for the beacon calling the fleet to this planet.

'I hope we're ready.' Alan thought before acting as Helen's cushion since she was not prepared for the sudden steering change. As they were driving yellow camera choppers were heading for the same spot as them. 'This isn't good.' The young Pyronite thought as he saw the propeller projectiles buzz past them.

"Okay, buddy, last time. Either come along quietly, or we're gonna take you down hard." An officer, who got reports of a possible explosive device in the park, so they quarantined the area, and was now speaking to the creature messing with the device with a bullhorn.

"Doubtful." The strange Zebra themed man said in an, I don't care, attitude. Seeing zero cooperation from the thug the officer nodded to one of the marksmen who fired a single shot. The front to an even bigger threat pressed a button on his gauntlet, raised his hand to them, and created a shield.

'So, that's how they want it.' He thought as he saw their slack jawed expressions over what he had just done. The lackey dug into his utility belt, and pulled out a sphere, and threw it. 'This'll get the point across.' He thought before pressing a series of buttons which caused it to explode.

'Now, that's power.' The officer thought after he and the others ran away from the blast zone.

"If you distract me again, I shall not be so merciful." The red eyed man said to them before finishing his word with the cylinder shaped device by using his gauntlet again.

'What is that thing?' Everyone that saw some sort of barrier being set up in the park thought as one.

"It is done. No power on this pitiful planet can breach my force field. All within it may bear witness to the historic events about to unfold." He said while standing beside his invention. "The master comes." The slave said after hearing a booming sound from above.

'Who ever said heroes had to arrive in a dramatic fashion.' The master thought as he arrived with strobes of thunder dissipating around him. "People of Earth, I am Vilgax. Shortly, you will know me as your master." The invader said calmly to those that were before him.

"Pursuant to the galactic code of conduct, Lord Vilgax challenges this planet's greatest protector to a trial by combat. To the victor, the Earth." The first invader said while gesturing to his boss, but before any more could be said the sound of screeching tires could be heard INSIDE the barrier.

"Never gonna happen fish face." A bold voice said once an RV stopped right beside the both of them. Once the dust, which was caused by the abrupt stop, cleared the tentacle tyrant saw his old foe, and five knew faces.

"Listen to the kid, Vilgax. He knows what he's talking about." Max said to his former foe while thinking of what the six of them could try on this powerhouse.

"Max Tennyson…" The conqueror said as he looked at the ones behind him and noticed three of them were aliens of the watch: a Kineceleran, a Pyronite, and another Tetramand. "and a particularly Motley Crew of new Plumbers, I see." The squid head said not really considering the two new faces or the latest red skinned one a threat.

'He's the thug that dare raise a claw to my Gwen." The blonde kid thought before tapping into his alien power: by using scrap pieces of police cars the teen was able to recreate the armor he used against the DNAliens.

"Cooper! No!" Max shouted out, but knew his warning was too late.

'Let's see how you like this.' Cooper thought before activating his missile attack. Vilgax saw them coming, but after three sword slices all of them were gone, and he was still standing. Without warning the foe fired his ruby weapon at the machine.

"How many times do I have to tell you -" Helen said after saving the pilot at the last second before finishing with, "watch out for the laser beams." The enemy saw the female XLR8 do said stunt, and was nostalgic over how his foe handled such a form, but that feeling quickly passed.

"You're very fast. But are you faster than this?" He complimented and questioned to her before activating an optic blast. She saw it coming and sped away, but no matter how fast she was the twin beams still struck her in the back.

"Helen!" Max said in alarm since he knew the caliber of almost all optic weapons and knew that charlatan of the true Omega beam was still very deadly.

'So, this is what Ben had to deal with when he was younger then me.' The speed hero thought once she collapsed on the wide sidewalk.

'Boy, is he asking for it.' The Tetramand thought as he saw Vilgax ready to make Helen into twins. The angered teen charged, and was about to perform a leap punch, but was stopped in mid air.

'Tini was more skilled than this. As was Tennyson, but this Plumber has barely scratched the surface of a Tetramand's full potential.' The conqueror thought as he saw the teen struggle in his one hand grip.

"Put me down!" The friend of the fast female shouted while struggling to get free with his own strength.

"Precisely my intention." The handler said calmly before effortlessly throwing him into a tree. The young Plumber fell unconscious the moment he hit the grass.

'Guess it's my turn.' The young Pyronite, who transformed shortly after getting out of the Rustbucket, thought before tearing a chunk out of the park with his fire. Once he did that the most inexperienced with this kind of battle threw fireballs, and then kept a steady flamethrower on the invader.

'This one is even more pathetic then the Tetramand.' The conqueror thought before using his newly acquired wind power to blow away the attack, and snuff out the Pyronite. The last teen tried using his quills on the chest armor, but the attacker felt nothing. Sadly Pierce felt Vilgax's foot stomp which caused chunks of the ground to damage the young hero.

'I have to end this now.' Max thought as he hid in plain sight and saw that the new Plumbers were completely useless against this conqueror.

"Now…where are you hiding, Max Tennyson." Vilgax questioned after looking at the young ones he easily defeated.

"Closer than you think!" The veteran said while taking off a DNAmask that was designed for stealth purposes before firing with a hand gun.

"Oh, there you are." Vilgax said, completely fine despite being shot at point blank. He then backhanded his old nemesis. His lackey reappeared after teleporting away from the battleground, and had the clamp in hand. "Don't waste time draining their feeble powers." He ordered to his grunt after seeing what he was about to do. "Leave them to deliver my message. In one Earth rotation, I will return to this place to battle the Earth hero called Ben 10...for the fate of the Earth." Vilgax said with a closing fist at the end.

"And if he does not come?" The fin headed one questioned since he believed this hero to be a true coward for letting others battle for him.

"Then I will exercise my legal rights…and destroy this pitiful planet." The master answered back before teleporting himself, his lackey, and the shield generator back to the ship.

'This isn't good.' Helen thought as she slowly stood up despite the soar back. 'I wonder how the others will react to this news.' The speed hero thought and also wondered where Ben could be anyway.

'So, this is what our dads had to deal with when ever they went out…I kind of like it.' Elsa thought as all that were at the smoothie shack ran away screaming. The workers stayed and served the ghouls regardless over what they looked like.

"All this aside. You really should take better care to make sure you remember this stuff, Ben." Gwen said after she and the others got their drinks and were sitting down at pulled together picnic tables.

"If I learned anything from the Biker Mice, Ben. Is that when in your line of work even the smallest mistake can get you killed." Mezu said after hearing who visited him last decided to use that as an example.

"I think your being a little over dramatic, Mezu. Besides we wouldn't have been killed." The American dragon said before puffing out his chest in a macho style and finished with, "I would have nailed the serpent eventually." At that moment the new wearer of the red jacket decided to state a major fact.

"You were all fighting him for over an hour." She said as a reminder and watched with a smile in a sympathetic style as the dragon deflated for that smack of reality. "But that doesn't mean you still couldn't have beaten him." She said to him, trying to make him feel better.

'She is something else.' The NYC hero thought before wrapping his arms around his girl's shoulders, and a wide smile crossed his face when he realized that the wolfett was still wearing his jacket.

"Whipped!" Kevin said while doing the gesture and sound of said item. "So much for the tough American Dragon." He added with a smart-alecky smirk.

"Aren't you dating Gwen?" Morgan questioned after taking a break from her seaweed smoothie, and added a raised eyebrow for good measure.

"Yeah…but I'm not whipped like Jake is." The mechanic defended.

"Be quiet, and drink your smoothie." The mana manipulator said with a smirk which only grew after hearing the absorber said, 'yes my love' through his straw.

"At any rate it might pay to be more careful in the future, Ben. Any of your friends will tell you that, it's the most important thing when defending the world. Right, Jake?" Grimwood said to the shape-shifter after a small chuckle.

"Right, Miss G." He said to her after separating from the werewolf and was just lounging on the bench connected to the picnic table.

"Right, Daniel?" The headmistress questioned to the other hero, but after not getting an immediate answer she tried again, "Daniel." The group look around and saw the phantom in question with his love struck specter. The two of them were sitting on the steps to the Hearse bus with Phantasma sitting on his lap with her right hand on his knee and their left hands intertwined.

"Darling." Phanty said in a pleasant tone since she was with her love.

"Honestly you two. Can't you two take a break for five minutes?" The stein girl questioned as she was watching the scene.

"Oh, but, Elsa we're a couple, we love each other, right?" The finishing school female questioned the male behind her.

"I can't help but love you when your this close to me." He says to her while breathing into her ear.

"Oh, darling!" The playful phantom said with a playful giggle before rubbing his knee and kissing his hand.

"Well, those two are gone." Mezu said to them while rolling her eyes, but at the same time she could not help but feel envious of her fellow ghoul. The moment was over for all when the Omnitrix began to beep.

"Hang on guys. It's the Plumber's com link." Ben said before activating that feature, and finished with, "That's gotta be…Grandpa Max." On the other end the person in question was using a Plumber's badge as a communicator.

"Bad news, Ben. Vilgax is back." Max said on his end to those that were with his grandson.

"Uh…correct me if I'm wrong but didn't Morpholomew chuck him into deep space." Jake questioned, reminded instantly how the Bellwood hero put a stop to his arch-enemy.

"I'm sure he remembers that. Vilgax has issued a conqueror's challenge to you." The Plumber said to the Omnitrix bearer which caused both the Martian and the Osmosian gave a look of pure horror before saying as one:

"Ben can't accept that!" The duo looked at one another, but immediately looked toward the alien watch.

"Why shouldn't Benji accept that?" Sibella questioned, wondering if her fellow ghoul and her boyfriend's ally didn't have faith in his skill. The two both looked at her with a grave look in their eyes causing her to unconsciously ask, "What is it?" Max heard her and decided to fill them in.

"The Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds." Max explained to them while walking away from the new Plumbers since he did not want to think the worst of this fight.

"And Vilgax is challenging me?" Tennyson questioned and was a little overwhelmed after hearing new rules of the fight.

"When and where will the fight be held?" Danny questioned after getting his mind away from his lover and onto the fight at hand. Max informed them that it will be at the park, and that he was going to give them footage, recorded by the Rustbucket, onto the bus and Kevin's car.

"Let's go. I think I know just the thing for this." Kevin informed them before all headed for their transports. Once everyone was in their two vehicles Vilgax's former thug drove to a warehouse he had on loan.

"He's more powerful now than ever." Gwen said to the others since Kevin activated a com link to the bus, which he installed after meeting them, and watched as Vilgax backhanded his grandpa.

"New Plumbers with my old forms couldn't even put a dent in him." Ben said as he watched Helen, Alan, and Manny get the tar kicked out of them. "So…how can I beat him now." He questioned since he didn't have access to his older forms or the fusion option.

"I know you'll find a way, Benji. You always do." Sibella said to him from the bus. The others gave him praise as well; even receiving an old fashioned thumbs up from the other two teachers.

"Tennyson is good with the Omnitrix, and he knows how to fight once in hero mode I get that, but I still think he needs an edge." Kevin said to them before pressing a button which caused the garage door before them to open and they all saw a strange machine.

"What is that for?" The ghouls, Grimwood, teachers, Matches, and Gwen said as one when they saw the strange object.

"You know your Omnitrix?" Levin questioned while gesturing to the item in question, and received a nod for an answer. "We're gonna hack it." He said; bluntly explaining his plan.

'I don't think that's a good idea.' Ben thought of how he tried to hack it with a flathead, but said nothing since he knew there was no point. The absorbing anti-antagonist pointed to a square platform which is where Ben stood. The others stood beside or near Kevin who was starting to press a few buttons.

"I don' think this is such a good idea." Gwen said to the others while also remembering of the buoy, but also the SDM adventure, and his Lobo transformation for good measure.

"Relax." Kevin said to her while working on the console. "I've been, uh, acquiring stuff we need to fix the Omnitrix for months." He explained the purpose of the machine before them.

"Years if you count back to when your were trying to steal it from me." Ben said with his watch arm on the pedestal trying to guilt trip his new chum, but it didn't work.

"Let it go Ben." Kevin said while still getting everything just right. Sibella thought of the story Ben told her of SDM, and she instantly paled.

"I'm worried this might be dangerous." She said and prayed that he was listening to her. He nodded at what she was saying before looking at his weapon.

"Sibella's right. I already know a lot about the Omnitrix, and how it works…maybe I don't need this edge." Ben said to the others and prayed that the others saw what he was getting at.

"But if you can get past all those safeguards maybe that'll help you." The strength of the ghouls stated; offering her side why this is a good call.

"Do you ever wonder why that thing has safeguards." Gwen questioned to the stein with crossed arms. It was then Jake had an idea that seemed on the level:

"Maybe instead of hacking it Kevin can just see what other aliens are in there, without going through the safeties." The dragon offered to the group.

"I'm in." Kevin informed them; willing to put his idea aside just to see what aliens were inside the device. "Let me see if I can access the user interface." He informed and got to work, but as he did that they all watched as the watch reverted back to mode one. "Uh…sorry about that." He apologized before typing the reverse code.

"Are you sure you know what you're doing?" The cousin and the lover of the man inside the machine said as one.

"As much as I ever do." He said before returning the watch back to mode two. "See? Nothing to worry about-." He said but was interrupted by rapid beeping from the device.

"Ben Tennyson?" A hologram of the creator said to the wearer.

"Azmuth?" The teen questioned just to be sure.

"So much for not worrying." Mezu commented to the water dwelling ghoul - Morgan who simply nodded her head in agreement.

"Yes, Azmuth, creator of the Omnitrix." The other said and quickly added, "Before you say anything allow me to say that this is no time for one of your jests." The others felt cold shivers run down their spine of how the gray skinned one was speaking to their friend.

"So, what do you want, Mr. Tiny Man?" The girl Godzilla questioned as she sat down behind the others.

"I have come here to give Ben a message: even though you are not hacking my invention I just want to warn you that the aliens of the Omnitrix will come to you when the time is right. Don't make me sorry for choosing you to wield this power." The 'Grey Matter' said to the handler.

"I understand. I am sorry for peeping." He said with a hung head. Azmuth nodded and vanished. "I dodged a bullet with the peeking ploy, but I think we should quit while I still have a head." He said to the others.

"Right. Deactivating claw." Levin informed and began to deactivate the claw holding the device in place. As he was doing that a device on Fenton's person went active.

"Oh, man. Not now." Danny said before pulling out a black/white PDA. "I once had a scroll that held info where all the ghost portals were going to appear, and Tucker applied it to this PDA." He explained before watching as a window on a building across the street lit up. Two figures flew out of the window. One was a Scientist-like guy with white tied back hair, green skin and was wearing sunglasses: all accenting his white trench coat. The other just wore a torn tank top and ragged black jeans, but his body seemed to be made out of metal and his hair - a green flame.

"At last!" The scientist shouted before adding, "We are free from the Ghost Zone!"

"Yes." His traveling companion said before finishing with, "Free to finally destroy the Ghost Child!" Most of the ones on the ground were not sure to make of these new guys.

'Well, this doesn't look promising.' The hand spirit thought as he floated beside Miss Grimwood.

"What's going on?" Gwen questioned as she soon saw two specters leave the portal.

"Skulker and Technus." Danny said before adding, "Jake, Ben is still pinned, so you and I will have to send them back to the Ghost Zone." The spirit fighter flew off with the now transformed Jake Long right behind him. There were threats thrown at the heroes by both villains, but the heroes could care less.

"To paraphrase my pal Spud 'let's skip the threats and go straight to the fighting'." That said the four went against one another. As they were fighting Kevin was trying to focus on the task at hand.

"Hurry up." Ben shouted at his enemy turned friend in anger, but was ignored. Hoping to help Ben began pulling with all his might to get his arm free. Phantasma saw this and was about to make a suggestion until she was struck in the back by a Technas ecto-sphere.

"Oopsie." The tech-head of the Ghost Zone said before feeling a tapping feeling on his shoulder, but the moment he turned about all he saw were a pair of angry eyes.

"That is no way to treat…" Phantom said to his foe calmly before taking a deep breath and did an Arctic Ghostly Wail while finishing with, "MY PHANTY!" The attack was so powerful that the enemy slammed through four buildings. "Good thing I brought this." He whispered before using his patented thermos.

"Stand still you lousy reptile." The hunter said as the American Dragon was slicing apart his armor. The New Yorker took down the arms, legs, and torched the head for good measure. The mystic hero knew that the only reason the armor was still standing was because he was a ghost.

"Here's the deal, Skull-head, you let my pal there suck you into his thermos, or we go round two." Long offered while flapping in between his target and the warehouse. The sinister specter could see that they were worried about the trapped human and the injured ghost to be prepared for his attack.

"Very well, dragon, I am a noble hunter. I know when it's time to…" Skulker spoke and saw that his enemy lowered his guard allowing him to finish off with, "Destroy you all." He shouted before firing a chest beam: similar if not exact to the cannon of Helios from Bakugan.

'No!' Jake thought the instant he dodged the laser and saw where it was going. 'First him.' He added to his first thought before punching out the laser and threw him at the Amity Park apparition. "Room for one more." He said while heading to the others.

"Yep." The ghost said before sucking up the second thug and followed his friend's lead. By this time the beam hit the machine forcing it to act up for them.

"That beam is overloading the machine. Dump the watch!" Kevin ordered as he saw the evidence on the screen before him.

"It'll take too long! Run for it, all of you!" Ben shouted back with eyes of panic as the beam on his watch began to get brighter. Gwen was his cousin, and Sibella was his girlfriend, but at that moment neither of them could move a muscle at the sight before them.

'Not in this life time.' Kevin thought as he raced over to his friend, to see what he could do.

"I'll protect you." Milla said to the lot that were in the warehouse by crouching over them, just as Humungouasaur did for Julie and Ship, Danny with Phantasma in his arms decided to do something.

"I better help out." Fenton said as he placed his lover on the ground before opening his palms toward Ben and was able to cast a green shield. Gwen shook free from her shock when all she saw was green, so she added her pink mana shield with his, and Phanty went from lying to sitting up to put up her own shield.

"Maybe I can…" Kevin said to his friend while getting in close to see if he could tear the claws off manually, but it was too late. The explosion erupted all around the base of the warehouse.