Get ready to embrace Infinity. Ideas for my story will yet again be taken for a short period of time. This story while combine Ben 10 Ultimate Alien/Omniverse with Marvel's Avengers Earth's Mightiest Heroes. I don't own either of these wonderful shows, if I did, I would have kept the animation from UA, and would have kept AEMH going for a little while longer. So without further ado here's part two.

Ben 10: Infinity Chapter II

Shattered Dreams Part Two

Road to Stonehenge, June 21, 4:45 GMT

"So how exactly did you know about the thefts?" Ben asked from the back of Kevin's car.

Kevin Levin smiled at Ben's question, the former mad criminal had become best friends with Ben when they were teenagers and they had been close ever since. Kevin face was flanked by two curtains of long black hair, which swung to the side as he addressed Ben, "I've still got my connections in the Plumbers Tennyson, I've known about the crime spree since the beginning."

Gwen scowled at her boyfriend, "You knew about this the whole time and decided not to tell me?"

Kevin shot her an abashed smile, "I just didn't want to worry you babe, you were busy with the shop and with your magical studies…"

Gwen cut him off with the raised hand, "You still should have told me."

Ben glanced at Zed who seemed to be shaking her head,

"Do they do this a lot?" he asked.

Zed nodded her head slightly and then went back to looking out the window. Ben noticed with a smile that she still wore the Alphatrix around her neck, a gift from Azmuth to Kevin based on the Nemetrix's design. He then turned back to the heated conversation that was going on in the front of the car.

"So anyway, why are we heading to Stonehenge?" Ben asked, trying to defuse the growing tension.

Gwen turned around to acknowledge him, "Stonehenge is at the center of five different ley lines…"

She paused seeing the confused look on Ben's face, "What lines?"

She sighed to herself, "A ley line is a source of powerful magic that flows across a planet, they can be found throughout the universe."

Understanding passed across Ben's face, "So if someone was trying to open a portal at one of these fey lines then couldn't they have access to planets everywhere."

Gwen touched her fingers to her mouth in thought, "Well yes ley lines could be the fastest form of transportation in the universe."

Ben's expression turned serious in an instant as he fingered the Neotrix, "Kevin, is there any chance you can speed up?"

Kevin acknowledged his friend in the rear view mirror, "Can I?"

He then pressed a button on the dash which caused the cars tires to flip up and a pair of wings to pop out the sides of the car. Two jet engines popped out the back of the car next to the tail lights and fired up. The hover car shot forward like a rocket as it flew through the moors of northern England.

Gwen shot her cousin a worried look, "What is it Ben?"

Ben grimaced, "I just realized something, and it could really ruin our day if my hunch is correct."

Stonehenge, 5:00 GMT

"Hurry up, the portal must be opened within the hour or our efforts will be for naught." a high pitched cynical voice said.

"I'm sorry, do you want to perform the ritual, oh wait you can't, so shut the hell up you pint sized brat." a snide voice cried back.

Albedo gritted his teeth at Charmcaster's words, "I am not some impetuous child, witch, I am the greatest mind in the known universe and you will give me the respect I deserve."

Charmcaster looked up from her work and glared at the white haired clone of 11 year old Ben Tennyson. Albedo glared back and flexed the hand on which his Ultimatrix sat.

He sneered at Charmcaster's appearance, half of her face along with different parts of her body were still made of stone, and this made her look like a Transylien in his opinion. Her pink coat was ripped in several places and her hair was a wild mass of white spikes.

"Aw, did I insult you little guy, I'm sorry do you want your bottle?" Charmcaster said with a maddened smile.

Albedo was about to release a writhing retort when a sinister deep voice cut him off, "Silence, both of you."

Both villains recoiled slightly as a massive shadow passed over them, "Albedo see to our defenses, Now!"

As the Galvan ran to do what his "master" bidded, the shadow rounded on Charmcaster, "And you spell weaver, one more word and I will show you how easily you shatter."

"Yes, Lord Vilgax," Charmcaster said with reverence as she bowed her head. The Chimera Sui Generis warlord turned his back on her and stared off into the horizon. Vilgax had seen better days, lightning shaped scars covered the right side of his face, and he was missing his left arm. In it's place was a red and black mechanical arm ending in sharpened caws. This prosthesis was all that was left of Malware, another of Ben's old enemies.

The sun had begun to touch the horizon when he turned back to Charmcaster, "It is almost time, ready the artifacts!"

Charmcaster went to work setting the precious diamond on top of the staff, and proceeded to position the painting in the center of the henge when a massive explosion startled her causing the old stone keys she was holding to fall from her grasp.

Vilgax whirled around towards the explosion and caught sight of a small black and red shape shooting towards him. Albedo in the form of XLR8 appeared next to Vilgax with panic evident on his sickly white face.

"Tennyson is here!" the Galvan yelled slightly panicked, "And he brought his know-it-all cousin and her thuggish boyfriend with him!"

A nasty sneer crossed Vilgax's face as he peered towards the center of the explosions, "Perfect not only will I be able to remove that thorn in my side Tennyson but his weakling companions as well."

He turned back to Albedo, whose face was shifting into a sinister sneer of his own, "Activate the drones and then get back into that fight, I don't want Tennyson to interfere until the penultimate moment."

"Understood, Lord Vilgax," Albedo said with false reverence as his form began to change, he grew taller and his face lengthened into a fanged snout, the claws on his hands were replaced with sharpened scythe blades, while his tail grew a set of sharpened spikes.

"Don't worry," Ultimate XLR8 said with a feral growl, "Tennyson won't see me until is much too late."

He then tore off in a blur his blades cutting furrows in the ground.

Stonehenge, 5:30 GMT

"Dammit Tennyson, every time you show up someone tries to blow up my ride!" Kevin yelled as he swerved to avoid another missile.

"Not now Kevin!" Gwen yelled as she fired a wave a mana out of the car window towards the missile batteries on the hill above them. Her form was flickering back and forth between herself and her Anodite form.

"Kevin turn right now!" Ben yelled slamming down his hand on the Omnitrix's face-plate, "It's Hero Time!"

As Kevin threw the wheel to the right, Ben opened the car door and jumped out mid transformation with Zed right behind him. There was a flash of purple and green as Ben and Zed transformed.

"Jury Rigg!" Ben yelled as he was replaced with a short red goblin like alien in an aviators jacket and a black and green jumpsuit. The Neotrix had reformed into a belt around his waist. Jury Rigg looked down at himself and sighed, "Four years later and you still give me the wrong alien huh?"

Zed let out a guttural snarl as she transformed into a massive four-eyed lizard like alien, after which Jury Rigg scrambled onto her back with a gleeful look in his eye. Zed reared and began racing up the moor towards the henge as fast as she could.

There was an explosion of dust and dirt in front of them as dozens of Vilgax's circular drones and humanoid robots burst out of the ground. Zed barely broke her stride as she raced forward with Jury Rigg laughing maniacally. "HAHAHAHA! Disassemble! Disassemble! Disassemble!"

Zed crashed into the androids and began to rip apart one of the bioids. She then threw it aside and spewed corrosive gas towards several of the smaller drones. Jury Rigg leapt off of her back and landed into the middle of a group of heavily armed bioids. They all pointed their guns at him which only caused Ben to smile. Jury Rigg cracked his knuckles and crouched low to the ground.

"Disassemble!" He screamed as he launched himself at the nearest droid and went to work breaking it into pieces.


Meanwhile on the opposite side of the moor Gwen and Kevin where running up the hill battling packs of rock monsters. Gwen had fully transformed into her Anodite form, she whirled around through the air mana tendrils trailing behind her as she fired off spell after spell. Kevin meanwhile had absorbed metal from his car and was slashing and slicing with his transfigured sword like arms.

"Man I missed this," Kevin said as he decapitated a charging rock beast and then proceeded to hack at another, "I haven't had my blood pumping this fast since Valentine's Day!"

Gwen rounded on him with a shocked look on her face, "Kevin!"

"What?" Kevin said innocently as he sidestepped a raging rock beast, "It's not like anyone is around to hear that."

Gwen frowned at her boyfriend and then summoned a ball of fire in her hand, she then shot a massive way of pink dragon fire towards his face.

"Whoa!" Kevin yelled as he ducked just in time, he turned and spotted the melting body of a bioid behind him, "Thanks babe."

Gwen gave him a sweet smile, "I wasn't aiming at the android."

She then flew off leaving a shocked Kevin behind.

"Smart move Levin." He muttered to himself as he took off after his girlfriend.


The last droid fell with a crunch as Jury Rigg leapt off it's back with it's head in his hand. He smiled over at Zed, who was currently gnawing on a robotic leg. He walked past her to a massive pile of robot parts and set the head down with a gleeful look in his eye.

"Hmmm, what to assemble?" The little Gremlin muttered to himself. A deep growl from Zed broke his train of thought. She was glaring up the hill, her massive reptilian claws scraping the ground. Jury Rigg followed her gaze and noticed a cloud of dust shooting towards them at incredible speeds. Before either of them could react Zed was slammed backwards fifty feet by an almost unseen force. When the dust cleared Ben was faced with a blade armed raptor like creature with sickly white skin. It's face broke into a fanged sneer at the sight of Ben.

"Why not make yourself a coffin Tennyson?" Albedo asked derisively as he stalked towards him, "Because today is the last you will ever draw breath!"

Jury Rigg smirked at the Galvan's comment, "How many times have you tried to beat me Albedo, more than I can count. Now out of all of those times how many have you won, oh I remember, none!"

The advanced Kincerelian growled and then without warning charged, Ben was struck in the face with the full force of Albedo's spiked tail and was sent flying.

He landed next to Zed, who tried to leap at the approaching Albedo only for him to easily dodge her attack and slash his blades across her muzzle. Zed let out a howl of pain which galvanized Ben back into action.

He leapt to his feet and glared at Albedo, "Think you have the upper hand?"

"Naturally." The Galvan answered with a smug smile as he transformed back to his eleven year old persona. "Your beast is injured and your form is pitiful at best."

"Oh really," Jury Rigg said with a big grin, "You're not the only one with evolved alien's Albedo. Time to go Ultimate!"

He slammed his hand down on the Neotrix, which enveloped him in a sphere of bright green energy.

"No!" Albedo roared in a mixture of anger and fear as he turned into Rath and leapt towards Ben growling savagely.

"You won't get the better of me Tenny-hurk!" He was cut off when a massive fist shot out of the aura of green light and sent him flying backwards.

"Ultimate Jury Rigg!" two voices yelled in unison.

Albedo lifted his head and glared angrily at the Evolved Goblonians.

Where Jury Rigg once stood two incredibly different figures had appeared, one stood over eight feet tall, had deep purple skin, a pit bull like face with a big lumpy nose and the physique of a body builder. Standing next to the brute was a short stick-thin yellow devil with a pinched face and an over-sized brain. The Breaker wore green and black biker style cloths while the Brain wore a pair of goggles and a pristine white lab coat. Both had the Neotrix symbol in the middle of their chest.

"Break!" the big brute yelled as he advanced towards Albedo.

"Yes, yes, go do what you do best my fine chap," The smaller alien said with a pompous tone, as he shooed his contemporary away, "Keep that ruffian busy while I construct an illustrious contraption to solve our conundrum."

The Breaker paused for a second and turned to the Builder confused, "Rufin? Contreptin?"

Albedo tried to take advantage of the big guy's confusion and leapt at him, only to find himself in the vice like grip of the purple's brute's massive right hand.

The Fixer sighed with his head in his hands before looking up and saying very slowly, "Go beat up the bad man while I make a fun toy."

Understanding flickered in the Breaker's eyes and he grinned, "Okay."

He then rounded on Albedo with hate in his eyes. The Galvan had given up trying to force open the beast's hand, which he couldn't budge even with his form's advanced strength. Ben drew him closer and snorted steam into his face, "You hurt Puppy, Now I hurt you."

The brute hefted Albedo into the air and cocked back his left arm, roaring just as he unleashed the punch, "Break!"

Albedo went flying about sixty feet and landed hard enough to dig a furrow into the ground. He managed to pick himself up out of the dirt just as the Breaker came racing towards him like a freight train.

Albedo's normal sense of control broke as Rath's rage overtook him, "Listen hear you ugly bastard, no one punches Rath in the face but Rath! You better get ready for me to open a whoop ass on your can!"

The Breaker paused in his tracks and shot Albedo a confused look, "That no make no sense."

Albedo let out a guttural growl before yelling, "I know!"

He then jump kicked Ben in the face, to which Ben responded with a head butt. The two brutes began trading blows while the Fixer looked on.

"Now that those brutes are readily occupied I can finally construct my invention." Ben said as he closed his eyes, he raised his arms causing several of the robot parts to levitate into the air and reconstruct themselves into intricate new configurations.

"Ah, that capacitor will go swimmingly with this thermal detonator, now where did those Galvanic stabilizers get to, ah there we are, now to place them next to the telescoping leg joint."

The small alien continued to mutter to himself as he used his technopathic abilities to assemble his creation. He barely noticed when Gwen and Kevin appeared next to him in a flash of pink light. Zed limped over to them with a whine, which caused Gwen to gasp in pity.

"Oh no Zed are you okay girl?"

Gwen bent down and placed her hand on Zed's muzzle and quickly healed the injury with a blast of mana. Kevin meanwhile was looking back and forth between Ben's forms with a confused look on his face, "Uh, Ben who's the big purple guy beating the shit out of Albedo?"

"Oh come now you must comprehend that the "big purple guy" as you put it is in actuality an extension of my person," Ben stated simply without turning around, "The Neotrix advanced my genus to the point where my main functions are separated into separate corporeal forms."

The blank look on Kevin's face showed that he hadn't understood anything past Mr. Levin, he then shot Gwen a questioning look, "Uh, what did he just say?"

Gwen smiled at her boyfriend and put her hands on her hips, "To put it simply, he went Ultimate and it split him into two separate aliens."

"Why didn't you just say that?" Kevin petitioned Ben, who had finished creating what looked like a four barrel plasma cannon.

The Fixer sighed, "I did say just that. Now back to the matter at hand, what I have in my hands here is a high powered neural stun gun. In short anything hit by this weapon will be incapacitated due to an overexposure of electric current to the synapses."

Kevin smiled as the little alien handed him the gun, "Now this is more my speed."

Ben called to his other half, "Comrade will you kindly move out of the vicinity in which Mr. Levin will be firing my apparatus."

The big brute looked up at the sound of the Builder's voice and frowned. He was crouching over Albedo's semiconscious Appoplexian form, who was currently moaning at the bottom of a deep crater.

"Vacinty?" the Breaker muttered, earning him yet another sigh from the Builder.

"Move away from the bad man." Ben stated simply, causing the big brute to stand up and walk unhurriedly towards the others. Albedo noticing the departure of his abuser started to crawl his way out of the pit he had been punched into. He shakily got to his feet and stared crosseyed towards Ben's forms and the others.

"I'm not done yet Tennyson, I still have some fight in me." Albedo said drunkenly as he stumbled forwards.

The Breaker started to laugh at the sight of Albedo stumbling around, "Kitty funny, Ha Ha Ha."

The Fixer ignored him and instead acknowledged Kevin, "He is already on the verge of unconsciousness a single shot should be able to finish him off post haste."

"One sleeping mad scientist coming right up." Kevin said as he put his finger to the trigger.

"Oops, one second too slow." Called a manic voice as Ultimate Jury Rigg, Gwen, Kevin, and Zed were hit with bolts of purple lightning.

Zed passed out first followed by the metal encased Kevin, then Gwen. Ben managed to stay conscious despite reverting back to his normal self. He looked up through haze filled eyes and made out the outline of Charmcaster.

"So you're working for him too huh." Ben groaned as he tried to sit up. Charmcaster opened her mouth to speak but was cut off by a sinister laugh.

"Indeed she is Tennyson. Though she really doesn't have much say in the matter really." Vilgax said as he walked over to Ben with a cruel grimace on his face.

Ben smirked, "I guess it was too much to hope that you were finally dead, but I must say I absolutely love your new look."

He nodded his head towards Vilgax's prosthetic arm, which caused the warlord to step on his chest, "You can't kill me Tennyson, you should have learned that by now, you may destroy me but every time I return stronger."

To emphasizes his point he reformed his Galvanic arm into a razor sharp sickle.

Ben smiled again, "Yep, you always return and every time you get just a bit uglier, and I send you packing all over again."

Now it was Vilgax's turn to smile, "But unfortunately for you this will be the last time we will ever see each other."

Before Ben could make a snarky comeback Vilgax smacked his fist across Ben's face knocking him unconscious.

He turned and acknowledged a slightly scared Charmcaster and a semi coherent Albedo, "Albedo, take this scum to the henge. Spell weaver, finish the ritual the time is almost nigh."

"Yes, Lord Vilgax." They both parroted as they moved to complete his orders. Albedo transformed into Ultimate Humungousaur and picked up Ben and the others none too gently and carried them up the hill with Charmcaster right behind him.

None of the villains, Vilgax included, noticed the small purple and grey disk that Ben held tightly in his right hand, the real fruit off his labors as Ultimate Jury Rigg. All was not as lost as Vilgax believed.

Don't you just love cliffhangers? Next time more action, more aliens, more bad jokes, and the rise of an unseen enemy. Now I believe it's time for a little backstory on characters and such. Why does Vilgax have a prosthetic arm and facial scars, well if you watched Omniverse *Spoilers* you know that the last you saw of him was when he was turned into stone from an explosion and left for dead, so yeah he is going to be really beat up. Charmcaster is part stone because again *Spoilers* she was turned to stone as well but this was more like a charm and she was better off, now seeing as neither Vilgax or Albedo know how to use magic her reanimation is botched. Finally to Ultimate Jury Rigg, he takes the two basic parts of his personality, a need to break things and build new things and splits them into two separate symbiotic subspecies. The Breaker, a dimwitted brute who is taller, stronger, and more aggressive, and the Fixer, a highly intelligent creature with telekinesis and a more refined attitude. One breaks the other builds and since I don't think they ever really named Jury Rigg's species I'm going to call him a Goblonian and his Ultimate forms as a Hobgoblonian and a Gremgoblonian. Vox is getting kinda hungry not that I'm looking for flames or anything, but anyway this has been Damont Evermore Peace!