"Fancy glove or not, I'll still stop you" Ben replied, using the Omnitrix to transform into Grey Matter.
If I can get close to him, maybe I can remove those gemstones the little alien thought.
"A foolish effort boy" Vilgax said, "for you see, now I decide who gets the Omnitrix. And since I wanted it before…"
As Grey Matter headed for Vilgax, he was suddenly transformed back into Ben again. "What the?" a confused Ben asked, "that's never happened before."
To Ben's surprise, he then found that the Omnitrix was no longer on his wrist. And was heading straight for Vilgax.
"Oh no you don't!" he said, and ran to retrieve it.
"Back him up!" Leo ordered, "Vilgax must not capture that device!"
Raph jumped in front of Vilgax, sais at the ready "sorry pal, but that watch don't belong to ya" he said.
"Maybe not, but that will not keep me from possessing it!" Vilgax replied. Using the Gauntlet, he levitated the cocky turtle.
"Hey, what the? Put me down ya squid-faced freak!"
"As you wish" Vilgax replied, hurling the airborne turtle into Ben. He slammed into the young kid, knocking him down, where he watched as the Omnitrix was levitated over to Vilgax's other wrist, and quickly bonded to him.
"And now, I possess ultimate power!" the alien cackled "there is nothing you can do to stop me!"
"Maybe not, but we'll fight you to our last breath" Leo replied, his katanas at the ready.
"Always so noble" Vilgax replied, "such a weakness is why you shall all perish!"
"My ghostly wail took out this jerk last time and it should again" Danny whispered to Jake, "just keep him busy long enough for me to use it."
"Not a problem" Jake replied, flying towards the evil alien.
Meanwhile Ace. Axel and the monks fired their energy at him, knocking him back.
"You dare strike one who can warp reality itself?" Vilgax asked, "let's see how good you are when you can do nothing!"
Using the power of the Gauntlet, Vilgax transformed the six of them into dolls.
"A fitting fate for such immature fools" he said evilly.
"Yo, tentacle face" Jake shouted, whapping his tail into Vilgax's head.
"Miserable dragon!" Vilgax replied "I shall teach you a well deserved lesson!"
Using the Omnitrix, he morphed into Fourarms; unlike Ben's version, his contained a black and red color scheme.
"Making yourself uglier isn't gonna help" Jake taunted.
"No, but this shall" the evil Fourarms replied and used his Gauntlet to bring the clouds to life, sending them to attack Jake.
"What the?" Jake asked, as one of the cloud monsters wrapped itself around him and began to squeeze. Fortunately for him, Zick countered with one of his power blasts, dissipating the monster.
"Thanks for the help bro" Jake said, "now to go dragon on these cloud punks."
"Do what you like, but you're powerless to stop one who can bend all to his…ugh!"
Vilgax was cut off in the middle of his rant by another blast from Zick.
"For a guy with ultimate power, you're a lot of talk, and no action" he said, getting closer and preparing another blast.
"You want action?" Vilgax asked, "you got it."
Instantly, he changed into Wildmutt and charged at the young boy. Luckily, Leo jumped in its' way, using his katanas to block the beast.
"Run, now!" he ordered Zick as he kept Vilgax at bay.
Once Zick had run though, Vilgax changed to Heatblast and blasted Leo aside. "I warned you your nobility would be your undoing" he said, letting loose a fireball.
Vilgax then changed to Diamondhead and converted one of his arms into a blade. Leo ran forward with his katanas at the ready and dueled with Vilgax, but seemed to be no match for the mighty alien.
"Come on, Leo's in trouble" Raph yelled and he, Don, & Mikey ran to help their brother. But even the four of them were no match for Vilgax, especially when he turned into Fourarms again and dominated each with one arm.
"Now for some turtle flambé" he said, turning into Heatblast again.
Seeing his chance, Danny let loose with the Ghostly Wail. Vilgax grunted against it's power and, turning into Diamonhead, tried to anchor himself to the ground with his spikes. But it was too strong and he went flying into a building. Danny de-transformed and collapsed soon after.
"Good work, I think that did it" Jake said.
Suddenly, Vilgax emerged from the wreckage of the building.
"Or not."
"A clever trick, but a wasted one" Vilgax said, "now it's time for me to quit playing around and finish you for good!"
He used the Gauntlet on the building wreckage and turned into a large monster. He did the same with several nearby buildings.
"Let's see if you can overcome these obstacles" he said.
Jake & Zick tried a combined attack ,but it had little effect on the massive building monster.
"Now what?" Jake asked.
"We keep from getting squashed" Zick replied.
While the remaining heroes fought off the buildings, Vilgax made his way over to the now defenseless Ben.
"Ah, Tennyson, how I've looked forward to this moment" he said, grabbing him before he could flee.
"Bug off squid breath!" Ben said.
"Defiant to the last, I should expected nothing less" Vilgax said as transformed to Diamondhead "now prepare to be destroyed by the very device you stole from me!"
"Hey squid face!" came a familiar female voice from nearby.
Vilgax barely had time to register the voice before a powerful fist slammed into him, knocking him a few feet.
"June?" a surprised Ben asked.
"In the flesh" the Te Xuan Ze replied happily.
"Uh it's nice to see you and all, but aren't you supposed to be, ya know…"
"Trapped for life in Orchid Bay? Yeah, but when your pal there gained control of reality, he somehow undid the magical barrier. So I hopped on a dragon and showed up to kick some butt."
She noticed one of the nearby building monsters "and not a moment too soon I see. Hold on a second. Hey you walking pile of steel, you wanna a piece of me?"
The building growled and slammed down a massive fist but June avoided it and smashed through its' underside, coming up through the roof.
"Timber!" she shouted, as the building fell down, smashing to pieces. She quickly dispatched the others in short order.
"Impressive" Jake said, "good to see you again June."
"Hey, nobody takes over the world on my watch" she replied, "now let's stop Mr. Ugly over there."
"I am growing very tired of all these stupid distractions" Vilgax said, now having gotten to his feet "it's time I showed you who is the master here."
"Bring it on!" June added.
She ran towards him, but he easily avoided her blows with his XLR8 form. "Come on ya coward, stand still!" June said, trying to hit him.
"Coward am I? All right, I shall give you an opportunity to strike me" Vilgax replied, coming to a halt.
June approached him suspiciously, "you're being a little too nice about this" she said, "something isn't right."
"Unfortunately, you'll never find out what" Vilgax replied and before June had a chance to react, she was blasted by the Gauntlet.
In her place was an exact replica of her, except that it was made of stone. "Perhaps I will use you as a decoration at my palace" Vilgax said to the petrified girl.
"That's it, you're going down!" Jake yelled, flying towards him.
"Very brave words, for a spineless slug" Vilgax added, using his powers on Jake, who was instantly turned into a slug.
"And now where was I? Oh yes, eliminating Tennyson for good" he replied, searching for the hidden Ben.
"If you want my cousin, you'll have to go through me first" Gwen said defiantly, blocking his path.
"You're brave girl, but foolish" Vilgax replied as he pointed the Gauntlet at her.
Gwen closed her eyes, awaiting whatever terrible fate was in store for her; after a few seconds, she realized that nothing had happened.
"You should have been reduced to nothingness!" Vilgax shouted, "how is that possible?"
"Sorry to rain on your parade" came a familiar female voice "but I couldn't have you taking over the world. All my friends live there."
"Kim?" Gwen asked, shocked.
"In the flesh" Kim replied, "well in the battle suit, actually."
"I thought you quit" Axel said.
"I did, but when I was on my way back to Middleton, I realized that the lives of everyone there were in danger. And if that meant that Vilgax had to go down, well…"
"Glad to see you, even if it is a little late" Leo replied.
"Sorry about that" Kim replied "I had to get my battle suit, and one little extra accessory" she added, displaying her right arm, which was now clad with the second Gauntlet.
"Wade contacted Dr. Orpheus and told me where I could find the gems to work this baby" she explained "the Gauntlet itself wasn't hard to find. Apparently, Phibes threw it in a trashcan when he figured out it didn't work. Now if you'll excuse me, I have a world to save."
So Kim has returned and is wielding the other Reality Gauntlet, but will it be enough to stop Vilgax? Find out in the conclusion.