Disclaimer: I own no characters except for my OCs Bman Allstaria, Domino, R.O.T.O.M., Darkball, and Anti-Timmy.

Location: Between Worlds
Normal POV

Bman raced out of the other end of the door with Domino still hanging onto his hair for dear life. After they entered the door, the whole area was bathed in white light as Bman kept on running.

Domino however looked nervous.

"Hey! Slow down Bman! I don't wanna get flown off between worlds!"

Bman laughed. "I can't help it Dom! This is a chance in a lifetime, and I can't wait to get this shit started! Yahoo!" Domino sighed before Bman spoke up again.

"Hey Dom?"

"Yeah?"

"What's this new world like? Any idea?"

Domino shook his head. "No idea. Only way to know for sure is to go enter it and-ah! Here we are!" Sure enough, an opening of color appeared in this white between world. It looked to be about nighttime in an alleyway.

Bman cheered. "Alright! New world, here we c-AH SHIT!"

In the midst of his excitement, Bman tripped over his feet and sent him and his dog tumbling through the opening, which closed as soon as they went through it.

Location: unknown

Now in a heap, the duo tried to get their bearings.

Domino groaned. "Oh, you're cool…"

"Shut up…" Bman panted. All that excitement gave him energy, but with that gone, he was all tired.

Domino pulled himself out from under his master and dusted himself off. "Well, we are here anyway. Now, to find that evil thing and kill its ass." Domino sniffed the air as Bman caught his breath and stood up. Domino then pointed down the alleyway. "This way!" he called before he ran off. Bman walked off after him. They soon reached a fork in the path.

"Which way do we go?" asked the hero.

After some more sniffing, Domino turned. "I…have no idea."

Bman face-palmed. "Fail."

Domino defended himself. "Hey! It's not that bad! The scent is coming from both directions, that's all!"

"Well OK then. We'll just split up." Bman hesitated and looked down at Domino in thought.

Domino felt uncomfortable from the look he was giving him. "Um…what?"

"Can you even fight on your own?"

Domino looked appalled.

"Wh-ca-OF COURSE!"

"Well its just I've never seen you defend yourself and Darkball did make you his bitch back there, no offence."

Domino got pissed off.

"SONOFABITCH! I CAN TAKE CARE OF MYSELF AS WELL AS YOU CAN! NOW GET YOUR ASS OVER THERE!" he yelled before quickly departing down the left path.

Bman sweat-dropped. "Damn. Just…damn."

Bman ran down the right path, and after a while, ran into a massive fight going on! There were tons of people in suits of armor with lazers, fighting what looked like a humanoid tiger! On its chest was a badge of some sorts with a green diamond on it. And by the looks of it, the knights were getting owned!

"Dammit!" Cursed a knight as he turned to his ally. "He's just too strong for us! Call in reinforcements!"

The second knight objected. "They can't come in because they have their own problems too! We're on our own."

"Need a hand?"

Both knights jumped at the sound and turned, revealing Bman behind them.

"I never really liked Frosted Flakes anyway." He assumed a fighting stance and smiled. "It'll be my honor to help someone as noble as you guys."

The knights exchanged glances before addressing the hero. "Go for it, squire." They gave him a push on the back, but also gave Bman another Vision Surge.

He saw pieces of armor flying through the air until they formed together. When it ended, he was wearing my own suit of armor! It looked similar to their own armor, but had an XD-like face on it, with two lines through the D making it look like teeth, as opposed to their infinity symbol. The headpiece was also shaped differently.

Bman was ecstatic.

"FUCKIN COOL! Alright cat, time to get skinned." The hero ran off to face the beast, with some difficulty with the suits weight on him, having already defeated the other knights.

"LET ME TELL YA SOMETHING FOREVER KNIGHTS! RATH IS UNABLE TO BE BEATEN BY YOUR PUNY WEAPONS AND LAZERS AND STUFF! RATH IS GONNA GO GET A SMOOTHY RIGHT NOW!"

"You're not going anywhere, dude!"

The animal looked pissed as he stared at an armored Bman. "WHAT DO YOU THINK YOU'RE DOING FOREVER KNIGHT! RATH ALREADY KICKED YOUR BUTTS TODAY AND RATH IS HUNRGY!

"Shut up Tony! I don't know how much steroids the zoo mixed in your cereal, but I'm gonna half to put you down!" Bman picked up a futuristic-looking lance and pointed it at Rath. Rath was not amused and roared.

"I am the hero Bman Allstaria, and I'm gonna kick you ass!"

"LET ME TELL YA SOMETHING HERO BMAN ALLSTARIA OF THE FOREVER KNIGHTS! RATH IS NOT GOING TO GET HIS ASS KICKED, CUZ YOU WILL BE THE ASS KICKIE WHILE RATH IS THE ASS-"

He never finished his sentence as Bman accidentally shot him with the lance in the face, knocking him down. Bman was surprised that a lance had a trigger, but chuckled tauntingly at his foe.

"You need to shut the fuck up. And you are an ass."

Rath got up and growled before charging at Bman with his claws. Whenever Bman did get hit with an attack, the armor took most of the damage, although dodging became tougher to do, with the added weight and all.

Rath growled at his lack of success with the young knight, and slammed down on the black and green badge attached to his chest. In a flash of green light, the tiger transformed into a blue moth-like humanoid with a blue cloak. As it breathed, its breath could be seen, even though it was not nearly cold enough for that to happen.

"Big Chill!" It cried.

Bman was surprised, but didn't waver. He threw the lance at it, but it just phased through it like a ghost! Not to mention leaving the lance frozen solid as it passed through him, shattering as it hit the ground.

Bman was shocked. "Shit!"

Big Chill smirked. "Now…its my turn." With a deep breath, Big Chill blew out an icy cold blast, freezing Bman in ice! "Well…that ends that."

But before he was able to leave, the frozen hero started to glow red. It glowed brighter and brighter until he broke free and did a battle cry. Bman quickly launched an attack.

"Raging Flame!" His fire combined with the enemy's ice, equally matched at first.

Until the fire overpowered Big Chill, sending him back with damage.

Bman smirked this time. "Had enough Bitch Chill?"

Big Chill hit the badge again, and in another flash of light, became a large brown dinosaur.

"Humungousaur!"

Bman gawked at the monster, unable to comprehend how big he was. "Son of a…BITCH!"

Humungousaur smirked and launched a massive fist at a panicked Bman, sending him into a wall. Upon the impact, Bman's armor shattered off of his body. Bman cursed his luck as the monster loomed over him, puzzled.

"I thought all Forever Knights wore some of that medieval garb under their armor…"

Bman looked up at him, trying to stand after the blow. "Does it matter what I wear? I'm lucky I'm not in my boxers right now. Freakin armor..."

Humungousaur chuckled. "I remember that old game. Ghosts 'n Goblins was so hard to beat and it took me SO LONG to finish! Thank goodness for that Magic Armor, right?"

Bman chuckled himself for a bit. He remembered playing that game before, even if he got mad almost immediately from the difficulty. "Yeah. Assuming you found the damn thing." His expression suddenly hardened. "How do you know about that game? Let alone play it, actually."

"Oh, I have it at my house. Well, I think I still do anyway. It might be lost in the depths of my basement. Or maybe I lent it to my friend…"

As the monster thought about it, Bman gave a 'WTF' look. Humungousaur noticed the look, but before he could say anything, a female voice called out.

"Ben!"

"Bman!" That last one was Domino's voice! Bman called back to him.

"Domino! I'm over here, but watch out! I got Jurassic Park on my ass here, and I'm about to make it extinct!" Humungousaur turned to Bman and gave an indignant look.

Emerging from the path was Domino, being carried by a girl with long red hair, green eyes, and a red sweater-looking shirt over a white one, black skirt and black leggings. A dude with black hair, and blue jeans accompanied her. He had a shirt that looked like a blank version of Bman's and black shoes. They approached Bman and Humungousaur, but Bman quickly moved between them, drawing his warhammer. Despite his injuries, he felt obligated to protect them from the strange T-Rex.

"Don't get too close! And the name's Bman, not Ben."

The girl looked at Domino in her hands. "Is he the one you were talking about?"

Dom nodded.

The boy spoke up next. "Are you sure this is him? I mean…he looks like a spaz to me."

Bman gave him a look, as did Domino, the girl and the dinosaur.

"What?"

Humungousaur was enveloped in green once again, but instead of another monster, he became a human boy!

He was Bman's height with brown hair and green eyes. He wore a black shirt with a green jacket over it, blue jeans, and black sneakers. The jacket said '10' over his heart. Bman noticed a green gauntlet over his left wrist with that same badge as the monsters.

Bman didn't let up his guard until the girl touched his shoulder. "Don't worry. He's with us."

Bman looked unsure, but with the look the girl gave him made him trust her.

"Well…alright." The hero put his warhammer away.

The girl placed Domino in his care as she walked over to the monster boy.

"Are you OK Ben? I mean after the Forever Knights and everything?"

Ben scoffed as he stretched his arms. "Gwen, you worry too much. I'm practically invincible anyways with the Ultimatrix on." Ben turned to Bman. "I'm sorry I attacked you the way I did. I thought you were one of the Forever Knights."

The other boy interjected. "That and Rath is as dense as a sack of bricks…"

Gwen glared at him. "Quiet Kevin…"

Bman looked relaxed. "Oh, don't worry about it. I almost kicked your ass back there if it weren't for my suit crapping out against your dinosaur."

"Actually, that wasn't a dinosaur. That was an alien."

Bman looked amazed. "You gotta be shitting me."

Domino shook his head. "He shits you not. Gwen told me all about him."

Gwen nodded as Ben stuck his hand out for Bman. "I'm Ben Tennyson. This is my cousin Gwen and our friend Kevin. Welcome to Bellwood." Domino got Bman's attention.

"You see, in Bellwood, there is lots of alien activity going on, with both good and bad aliens. Those knights may have been human, but they are anything but noble according to Gwen. Ben and his friends have the job of stopping them, mostly with that." Domino pointed at Ben's gauntlet.

"This is the Ultimatrix. It lets me transform into a whole bunch of cool alien heroes. And you haven't seen my strongest yet." Said Ben proudly.

Domino resumed speaking. "Ben is this world's hero."

At the revelation, Bman was shocked. He almost killed someone on the same side! Plus he helped the enemy! Bman sadly bowed to Ben. "I'm really sorry for attacking you like I did. I just thought you were bad because you looked like a monster. " Bman slunk to the ground looking defeated. "I'm a bad hero…"

Domino sighed and patted the boy comfortingly. While Bman was all hyped up before they came here, his self-pity is like poison, leaving him depressed at times. He judges himself too hard.

Ben noticed his mood and tried to cheer him up. "Hey. Don't worry about it. A lot of my friends have tried to kill me at one point or another."

Gwen kneeled down and put a hand on his back while Domino seemed to be concentrating on something. "Even though you attacked the wrong side, you still chose to protect who you thought needed it. That makes you a true hero."

Kevin gagged from his position, but Bman smiled at Gwen's word and rose, thanking her.

"Alright Bman!" All the humans looked at Domino.

"You've learned some new powers in that fight. First up is Knight's Armor, which does exactly what it sounds. With the suit on, you will increase both your defense and weight, but your speed may drop as a result. But if the armor takes too much damage, it'll shatter off you. The second is an ability called Inner Furnace. It increases your resistance to ice-based attacks and cold temperatures. Abilities are different from powers, which instead of being sparked by a catalyst, they just happen."

Bman smirked at the news. "Coolness!" He noticed how dark it got and suddenly heard his stomach rumble. He turned to Gwen.

"Is there any food near here? I'm starved…"

"There's a not too far from here. We were gonna go after the fight. Would you like to join us?"

"Yes please. Thank you." The group piled into Ben and Kevin's cars and drove off to Mr. Smoothy's. Once there, Ben ordered cheese fries and a kelp and chili smoothie. Bman got some chicken fingers and a Recess' smoothie. Domino got a cheeseburger and Gwen and Kevin got normal smoothies. As they were eating Bman and Ben were getting to know one another better, as Bman had just finished telling Ben of his adventure so far.

"That sounds amazing! I remember when I first found a watch like this when I was 10. Best summer of my life."

Bman nodded. "So do you like video games?"

Ben smiled and nodded. Seems like the hero boys were becoming great friends!

Domino took note of that as he, Kevin and Gwen watched them a small ways over. "Its good to see him getting along with another hero so soon. I want Bman to grow both not just physically and mentally, but also socially."

"What is your relation to him again?" asked Kevin.

"I'm his Guardian. Its my job to protect and guide him."

Kevin glanced over at the two heroes. "If they grow too much, we might not be able to tell which one's Ben."

The three looked at the brown haired boys, Ben shooting smoothie out of his nose and Bman making his chicken into makeshift fangs, clapping like a retarded seal to Ben's smoothie shot. Kevin cringed at the sight.

"Idiots…" he muttered.

"As weird as it looks, and I mean nasty weird, they are getting along after the whole fight before." Gwen noticed.

Domino smelled something strange, and turned and growled behind him. The others caught on and saw a larger gold-faced knight standing before them. Ben's team stood up to fight, while Bman continued eating.

"Enoch…" spat Ben.

"It's been a long time Tennyson…"

"What do you want now, metal head? We're busy." Questioned Kevin.

Enoch laughed. "What I want is to destroy you…Bman Allstaria!"

Bman almost chocked on his chicken in shock.

Domino got angrier at the threat. "What do you want with him!"

"My mission from the Forever King is to eliminate the Bman and any of his friends. I expected to find the Ultimatrix with him, so I decided to kill 2 birds with one stone. This mission's success will grant our kingdom to expand and eliminate the alien scum!"

Ben activated the Ultimatrix, searching for an alien to fight as. "Well, you're about to be scrap metal when Lodestar takes you out."

Enoch smirked under his mask. "Not so fast…"

Suddenly, a black sphere shot out from the distance and hit the Ultimatrix. It completely surrounded the device, making it unable to be used!

Out of the shadows emerged two red cyborgs, known as Forever Ninjas. Enoch held out an orb from his pocket, which glowed green before he placed it into a socket on his chest plate.

"This device allows me to siphon your power to my suit. Forever Ninjas! Waste Tennyson, the Bman, and their friends!"

Gwen's eyes and hands glowed pink.

Kevin touched down on the concrete and absorbed the material onto his body.

Bman cracked his knuckles and smirked.

Ben glared at Enoch and Domino gave a low growl.

"WAIT!" Everyone stopped and looked at Bman.

"I have to pee first…"

Everyone face palmed as the hero went on to the restroom.

Kevin turned to Domino. "Some genius you got there, Clifford."

Domino's eye twitched as he faced Kevin. "What…did…you…call…me?" he asked in a low voice.

Gwen and Ben took a step back.

"I said Clifford. You know, like that one show that made this dog grow out of love or somethin like that."

"I"LL FUCKING KILL YOU!" Domino launched himself at the teen and proceeded to kick his ass, biting him through the concrete armor and kicking him in the face.

"YOU RACIST BASTARD! SAY GOOD-BYE TO YOUR NUTSACK!"

"AHH!"

No one made any attempt to stop it, unsure on how to react.

A flushing sound was heard as Bman came back out, ignoring Kevin's pain. "OK, I'm good. Now," Bman did some corny ninja poses and taunted the ninjas. "We must Kung-Fu fight!"

The ninjas dashed over to Bman as the Tennysons took on Enoch.

And the tiny red Labrador Retriever was still ripping Kevin a new one.

As Bman fought the ninjas, two on one was cheap odds. Especially when he is the one who is supposed to win!

"Knight's Armor!"

In a quick flash, Bman's metal suit appeared. Wanting to rid of the extra protection faster, and to overwhelm him with their speed, they began to circle him. Just want he wanted.

"Gravity Bomb!"

The dome of gravity forced down the ninjas into the pavement, allowing him to easily smash them with his warhammer. "Their robots? That's a relief. I don't want to kill anyone…yet." He laughed at the joke and turned to Ben and Gwen. Despite Gwen's energy attacks, Enoch still had the upper hand.

"If only we could pry off that sphere on Ben…" Bman looked back to Domino, tearing off the rest of Kevin's armor, while he lay in intense pain. "Domino! Help Ben!" commanded Bman.

Dom turned. "Right!" He looked back at Kevin, gave an 'I'm watching you' gesture and ran over to remove the orb from Ben's wrist. Bman then leapt in for his chance to hopefully finish him. His fist glowed stars once again.

"Bman Punch!"

It took Enoch by surprise right in the face. Kevin finally got up from his beat down, looking pissed off that a puppy smacked him around like a little bitch. With a burning passion to maim something, he turned to Enoch with the intent of using his armor to defeat him, and maybe hit the dog by 'accident'.

While Enoch was busy with Gwen and Bman, Kevin snuck up behind him and jumped on his back. "Surprise!"

Gwen knew what he was going to do and shouted out. "Kevin! No!"

Too late.

As Kevin absorbed the material, he forgot that the suit was supercharged with the Ultimatrix's energy. As he absorbed the power, he cried out in pain.

"Dom! Get it off!" Bman himself had to hold Gwen back from being absorbed with the energy.

Domino was trying to shatter the orb, but to no avail. Then, Domino ran a short distance away, turned around, dashed back towards the orb, and rolled into a ball. The attack shattered the orb on Ben's wrist, stopping the energy flow to Enoch's suit.

Unfortunately, Kevin already mutated into a giant amalgam of Ben's alien heroes, becoming Ultimate Kevin. Ultimate Kevin roared as he knocked Bman back and picked up Gwen. Enoch was already unconscious.

"Gwen!" Cried Ben and Domino.

Dom rushed in for another spin attack, but was smacked aside by Ultimate Kevin.

"Listen to me Tennyson! If you want little Gwenny here not to look like a shriveled prune, then you'll turn into Alien X."

Gwen and Ben gasped. "NO BEN! DON'T DO IT!" If Kevin absorbed Alien X, then he'd have the power to destroy the universe, bending reality at a whim! Ultimate Kevin started to absorb her life, making her cry in pain.

"ALRIGHT! I'LL DO IT! JUST LEAVE HER ALONE!" Ben cried.

Ultimate Kevin grinned and as he used magnetism to move two green keys from Gwen and himself in front of Ben, who held out the Ultimatrix. When the keys were inserted, a new hologram appeared on the dial. Ben hit it and transformed into a black humanoid with skin looking like outer space and three horns on his head. It spoke in three voices at once.

"Alien X!"

Ultimate Kevin grinned and drained Gwen of a portion of her power, making her too weak to interfere.

Bman looked shocked as he tried to spurn Ben into action. "Hey Ben! Don't take that! Kick his ass!"

Alien X didn't move.

"…Ben?"

No response.

Ultimate Kevin slowly came closer to the two. With Domino beat, Gwen weakened, and Ben useless, it was up to Bman. He stood in front of the hideous monster, making a challenging stance against it.

He only laughed at the hero.

"You're useless kid. Nothing you can do will stop me from gaining the ultimate power of Alien X. Not even Ben can save himself."

Bman looked scared. He couldn't stop that all by himself. I mean, just look at him! He turned to Ben hoping to get a response from him, anything.

"Ben, its Bman. I need you to do something and save Gwen! Ben I need you to move! Blink! Fart! Do something so I know you're not dead!"

No response what so ever.

Bman looked downcast as Ultimate Kevin laughed at his failure. He wanted to savor this moment of defeat in his warped mind for a long time.

Finally fed up, Bman turned to his friend with tears in his eyes.

He wasn't going to let Gwen die.

He wasn't going to let Domino down.

He wasn't going to let Ben stay there and let it happen.

And he sure as damn well wasn't going to let Ultimate Kevin get away with it!

"C'mon Ben…" Bman pleaded.

"Ben…"

Bman took a deep breath.

"BEN!"

With one last yell, Bman punched Alien X in an attempt to spur him awake. But all it did was lead to another Vision Surge.

Bman saw everything and anything both imaginable and impossible, he saw time slow down, and space distort around him. It gave him a massive headache to take in so much at once. When it finished, Bman's eyes glowed pink as he stared at Ultimate Kevin with a look of hatred.

And in a loud scream, he shouted:

"B-MAYHEM!"

Bman's body slight contorted as eerie music played out of nowhere, with several visible distortions being seen as well. Ultimate Kevin cried in fear as he felt pure pain through out his body.

Suddenly, all five of them disappeared in the blink of an eye, with no idea what was happening or where they would go.