Ben 10 Guardians Season 2: Malware's Revenge

by Shadow-DJ

Season 2 of B10Guardians: A few months after Khyber's defeat, Ben and his team reunites with old friends as Malware makes his move. Can the Plumbers take on this threat as well as jealous scientists, a angry hunter, and many other threats. With a surprising new ally and new aliens, Ben may have a shot at going against a threat that has haunted him since childhood. OmniverseAU

4. The Jail Break

Okay...with the ideas I had with this, it's time to get with this. To give a fair warning, there is gonna be a LOT of aliens from both Holycrap1996 (Sorry for the name ^^;) and Zigwolf, along with my own updates on some aliens that can be seen as 'useless' and my own take on a certain alien. It's time to highlight adaptability this time! As you know, I don't own Ben 10. Enjoy!

Jail Break

(Skies over Bellwood. March 14th, 15:35)

Psychobos was flying down towards Earth at this time, as a video was playing near him. Malware hissed as he asks, "Why are you going to Earth, Psychobos?" The crab-like alien only chuckled at this, rubbing his feelers as he looks at him.

"Simple my mechamorphic friend. To fix the Nemetrix, I need to take the regulator out of the Omnitrix...and if the mongrel's damaged state is anything to say, it's as if the regulator can cause great harm to that 'hero', and I use the term loosely." Psychobos said with a dark chuckle as he says, "Besides, Khyber and Orianus is there to help keep that dog in check."

"I can easily deal with them. Why not just allow me to do this?" Malware hissed as Psychobos just rolled his eyes.

"Yes, that sounds ingenious...Have the monstrous Mechamorph appear in the Plumbers HQ where Ben Tennyson is in when he thinks you're dead. PERFECLTY understandable idea." Psychobos muttered, as his ship landed near Max's place and chuckled a bit as he got things set up.

(Inside of the Base. 16:01)

Walking through the Prison holding cells, Hulka was going through the prisoners. "Isosceles Right Triangle Vreedle." He said as the white-skinned cowgirl just gave a flat glare. "Fistina." He got a 'here' from the robotic woman. "Captain Kork." He got an 'aye' from that. "Clancy." There were buzzes in the padded cell he passed as he nods. "Skurd." Silence. "Skurd?" He frowned as he went to a cell and banged on the door. "SKURD!"

"What? I am watching something." said the slimy alien, with a remote next to him as he was watching a small TV at this time. He was rather small for the air-tight cell, but they didn't want to take any chances with him.

"Listen here you little Parasite, we're only giving you this cell because you said you would give us information about the rumors of Malware's reappearance...which I still doubt. That Mechamorph was destroyed 5 years ago in front of Max's eyes." said Hulka as Skurd raised a would-be eyebrow. "And don't play coy; you were connected to a man who had a weapon that Malware helped create before his death."

"Yes...but does that automatically mean I KNEW him? I did most of my dealings with Khyber or Dr. Psychobos. I only heard who they say was Malware through computer screens. I never physically met this guy. SO if there is any information, I do not know what I can give." said Skurd as Hulka scowled at this.

"Then enjoy your stay, Slimebiote. You can last a pretty long time..." Hulka said, heading ahead as he heard explosions down the hall, chuckling a bit. "The cadets are getting slaughtered..." He shook his head at this.

(Plumber Training Room. 16:11)

"Whoa!" said Rhomboid, wearing a dark gray uniform with his brother who was wearing similar, yelled as they were sent flying from a blow from Alan, who smirked as he was in his fiery form. Boid and Octagon groaned as they looked at the Pyronite.

"Come on you two, I thought you were tougher than that." Alan said as Cooper stood by him, nodding in agreement.

"Yeah. Come on, don't tell me you didn't get any fundamental training." said Cooper as Boid groaned a bit.

"Well, that's nice and all...but we were always best with, as you would say, the weapon-based parts of the tests." Octagon said, rubbing his head as he got up, putting his hat back on.

"Eyeah...though I'd think the banana guy would be doing better than us." said Boid, looking to see Adolherd having to go against Manny, who used his two upper arms to hold his arms up before punching into his gut, making him grunt.

"Heh, that was an easy thing." Manny said as Lucy was screaming as she was currently getting twisted up in a tornado from Helen as Sunny, now wearing a dark violet uniform, tried to kick at Julie, but the Asian young woman ducked around before she hit her in the gut.

"You may have more magical power...but in hand to hand, you stink." Julie said as she ducked around Sunny's kick as she then did a side sweep as Ship was near by, in the form of an electric scoreboard as it added another point on a side hat said 'veteran'...which was about 17 over the other half, called 'cadets' 5.

"At least I don't have to against Ben..." Sunny muttered sa she heard a yell near by as Rook was sent flying with a swipe from a spiky fingered grasp as a plant-like alien smirk at him. It looked like Pax but a tad more muscular with green-brown skin, a single blue-green eyes with two blue-green growths on his shoulders, a flytrap-like flap around his head with razor sharp black teeth and 8 seed-like growths on their back, with the Omnitrix symbol connected to a device on his flytrap.

"What's wrong, Rook? Wildvine too much for you?" Wildvine asked, his voice sounding kinda raspy and feral.

Rook frowned as he says, "This was not what I had in mind when we said we should spar. I said we should try and keep our reflexes sharp."

"Yeah...so..." Wildvine suddenly slammed down on the Omnitrix, becoming a familiar parka-wearing fighter. "Lets see how well you reflex against Hotstretch!" He then stretched his hand out and slammed into a near-by pillar, shattering it as Rook dodged it.

"This is meant to be weaponless combat. You are cheating." Rook said as Hotstretch scowled at that, rolling his eyes at that comment as he slammed down on his belt, roaring out as he was then pressed against a wall by Humongasaur.

"That sounds like you're complaining, Rook. Look, I had a talk with Hulka so he gave the okay for it. And two...in battle, there is no such thing as 'cheating'. What this is meant to be was a lesson in adapting to a situation." He then got up as he says, "Okay guys, you can stop treating the cadets like punching bags. I got something to say.

Helen nods as she stops, wearing a dark blue uniform as Lucy got back down, looking really dizzy. "Let me know when the room stops spinning...ugh..." Lucy then fell on her back at this as Octagon and Rhomboid got up, the latter rubbing his head.

"What are you talking about, Ben?" asked Sunny after getting out of Julie's hold as Ship slinked over at this.

"The reason Hulka wanted this drill was so you new guys can learn how to adapt to a situation. It's why Lucy had to deal with a super fast alien, Adolherd had to deal with a three-handed Tetramand, why the Vreedles had to deal with a rather unorthodox tag team and why you, Sunny, had to go against Julie without either of you having access to the thing you use as a crutch at times." Humongasaur said, crossing his arms at this. "It's all about learning how to make do."

"What do you mean? Like when the Omnitrix fails on you?" asked Rook, trying to get up but got pinned down by Humongasaur's tail.

"Yeah, there are times when the Omnitrix gave me aliens I didn't want...but I had to learn to adapt to any situation given to me. There are times I get a new alien and I have to learn how to use their powers on the fly. So yeah, I don't just think I'll win...but I try my best TOO win when I need to." said Humongasaur before turning back into Ben.

"Well...I don't know about the rest of you, but I need to rest." said Lucy, getting up as she shakily kept herself steady as they headed out, Adolherd muttering to himself in annoyance having lost to Manny as the Tetramand smirked.

"Heh, and that's how Alien Force does it." Manny said as Helen just rolled her eyes at that but kept quiet as she followed after them. The alarms then went off, making them go wide eyed as they followed the crowd towards the main area with many cells are placed.

"What's going on?" asked Ben as Ship went around Julie as Rook picked up his Proto-Tool and the others got their weapons on the way out, Sunny's hands shining with mana as she followed after them.

"Perimeter Breach! Multiple targets are coming in!"Max said as they followed after him as they looked up and saw various machines coming in, which had the appearance of large robotic serpents. "Concentrate fire! Watch out!"

"Got it!" said Manny as he fired with is four guns, followed by Helen and her blasters. Cooper's eyes shined a bit as one of the serpents suddenly jumped the other as many others came down.

"RAH!" said Adolherd as he picked one up and slammed it into the ground as Lucy smashed it's head after he got it near her. Sunny fired a barrage of mana spheres as Ben got ready to join in, ducking from a blast.

"Keep your head above!" said Rook as he and Julie fired at the serpent-like robots, unaware of Psychobos coming in.

"That's heads up. Alright, it's Hero Ti-OWWW!" Ben suddenly called out in pain as a purple blast of electricity picked him up before Psychobos came into view, chuckling evilly before grabbing his wrist with his larger claw, maing him yell out as he was lookint it over iwt his smaller claw.

"Ah, Psychobos. You are here. Good..." said Skurd as Psychobos saw him in his cell and chuckled a bit.

"Apologies my friend...but our partnership is here with null and void. Your final pay is in your account...don't spend it all at once." said Psychobos as Skurd looked insulted at that.

"Hey! What do you think you're doing!?" Ben said as Julie and Rook turned at this and ran forward.

"Hey, let him go!" Cooper said as Ben tried to shake him off, as the top of the Omnitrix opened up as the purple electricity went nito it, making him yell out.

"Let go you...freaky...brain storm guy!" Ben said in pain as the shocks went through his system before he was dropped, a small circular device taken out of the Omnitrix.

"If you insist. Now...to finish you off..." Psychobos said, his brain exposed as he glared down the young hero, but got hit by a few blaster hits as Rook, Julie and the Helpers stood around Ben as he got up, going back a bit to get some room.

"the Cerebralcrusastean is going to escape if we don't stop him!" said Rook as Ben got the Omnitrix ready, as Skurd noticed the hole in the side of the top.

"Uh...my boy?" Skurd said as some of the other inmates who were by their cells watching the action noticed it as well before a shockwave of green light came out of the Omnitrix.

"What the-" Ben then yelled out in pain as a green aura of energy went around him from the Omnitrix, sending sparks all over the area as Rook and the others looked in shock.

"Ben!" said Julie as she ran over, but yelled out as she and Ship got hit by a blast, seperating them as she cried out in pain as her jumpsuit began to expand in size, as well as the rest of her. Manny yelled out as he felt horns growing on his face and Helen began to notice crystals growing from where she was hit. Alan cried out as his flames started to turn snowy white and Cooper began to grow fur.

"What is-GAH!" Rook yelled out as his body began to shrink as Ship began to screech out, turning into a howl-like compterized roar. He then saw his skin was green in color and had an underbite and a familiar-looking tail, looking like Upchuck with his facepaint and jumpsuit. "Well...this is unsettling..."

"WE're here!" said Blukic as he and Driba gave ammo to the others before they saw what had happened, as more energy began to go from Ben, yelling out in pain.

"Get...bad guy...before he...escapes..." Ben forced out as Psychobos chuckled evilly as he was floating away.

"You backstabbing crawfish! I'll see to it that you are put in a boiler for-WHAT IN HEAEN'S NAME!?" He then saw a 16 foot tall giant reptile come out with a roar, looking like a somehwat more slender, dark orange and tanned reptile with small horns growing out of the side of it's head and having dark brown eyes and darker brown stripes on it's body...but a noticeable pink jumpsuit.

"Get down here!" It said in a roaring but still noticeably feminine voice as the tail-which had some spikes on it-swatted a near by robot and crushed it under it's weight. Max looked in shock as he and the other Plumbers tried to open fire as the giant reptile tried to get Psychobos, but escaped.

"Uh...where did the female Vaxasaurian come from?" asked Blukic in confusion as he then saw something that made his jaw drop. "By Galvan Prime..."

"What is-Ooh..." said Driba as he saw a robot getting ripped apart from a familiar tiger-like creature but wearing a purple jumpsuit and having a bit of hair on his head...that looked like a mane of golden brown fur an dblue eyes, roaring out as another creature, that had a black and green coloring but had four legs and razor sharp teeth, was ripping another robot apart. "Oh dear...get Ben contained, now!" The two then qucikly went over to Ben and clamped on a device over the Omnitrix, stopping the energy excess and then dragging him on their scooter towards a spot away from sight as they got some scrap parts

"Sorry Magister...but the intruder escaped." said Rook, now in his Upchuck form as Max looked at him wht confusion.

"Rook? Is that you?" Max asked as he looked and saw the female Vaxasaurian rub her head, looking very confused as she looked herself over.

"Uh...how come I'm suddenly a giant lizard?" It asked before the others looked confused. "It's me, Julie." She said flatly at this.

"...I thought It was you." said Adolherd with a nod as Lucy was tapping her chin at this. Julie gave her a confused look as Sunny was biting her lip to stop from laughing.

"You know, I Don't think pink compliments that skin tone at all." said Lucy as she turned and screamed out. "AAAAH! CREATURE FEATURES!" Infront of them in more hospoche of alien parts was Manny, Helen and Alan. The three looked like combinations of different aliens; Manny now had lost one of his prostehtics making him have only three hands but also have four arms that had yellow membraines under his arms, a 'y' shaped horn inbetween his four eyes and jagged teeth. Helen had a crystalized body but still looked like her usual self despite this and her face had a noticeable clamp over it. And finally Alan looked like he had a hood with his body with dark gray spots and his fire more of an icy color.

"Haha, funny...WHAT THE HECK HAPPENED TO US!?" asked Manny in annoyance as he says, "I look like Jetray! But a freaky mutant one!"

"LET ME TELL YOU SOMETHING, MANNY ARMSTRONG! IT'S VERY LIKELY THAT THE ENERGY FLUX FROM THE OMNITRIX TURNED US INTO HIS ALIENS!...WHY AM I SHOUTING!?" The Appolexian in the room said, suddenly confused with his sudden incrase in volume as he monsterous green and black alien was ripping the now down robot.

"Ship?" asked Julie as she walked over to the creature, who looked at Julie with confusion before it sniffed the air and ran over, rubbing it's head against her leg. "Yeah, that's you boy...but why are you like that?"

"He's got Vulpimancer DNA." Blukic said, as he looked at the device. "All we need to do is update the Omnitrix. Psychobos likely damaged it, so we just need to make sure everything is in order..." He then got a strange-looking disc and put it into the opening in the Omnitrix before putting it down. Unknown to them hwoever, the sound of groaning from a few cells above Skurd was going on as electrical sound and beeping are heard.

"As long as that energy didn't get into anything unneeded, it should be just you guys who got effected." Driba said as Adolherd looked at Julie with an amused look.

"You know, that form could have helped on the trip." Adolherd said as Julie gave a faint growl in annoyance at that.

"Yeah, yeah...laugh at the fact the Japanese girl got turned into the giant lizard..." said Julie as she saw Helen was having trouble standing up.

"Whoa-Whoa! What is with my feet?! It's like trying to stand on shiny marbles!" said Helen in shock as Alan was shivering a bit.

"Ugh...my temp is all messed up! I can't tell if I'm hot or cold!" Alan said, looking faintly annoyed at this time before hearing the sound of sinister laughter as Ship growled a bit.

"Wait...you smell smoke?" asked Ben asked as he could swear the cells was shaking as Blukic and Driba were looking over the last few things. "Okay, you two know what you are doing?"

"Morphogentic griding, check...flux webbing...coorindary functions..." The two Galvans nod as they slammed on the Omnitrx head to get it to reboot and a bright flahs of green filled everyone's vision.

"...I'm gonna say 'no'." said an irritated voice as Blukic and Driba looked and saw a softball sized sphere with black lining on it with yellow-green eyes glaring at them, the Omnitrix insignia on his forehead. He looked up, showing annoyance at this.

"Hmm...that is odd...the regulator that he took was for the DNA transformations...must have made it to go past the unlocked aliens...we better make sure things are complete before things get from bad to worse." said Driba as the sound of cells breaking open got their attention.

"HAHAHAHA!" said a voice as a dark blue Shocksquatch wearing a broken version of Bubble Helmet's armor came out of his cell, roaring out as Fistnia broke out of her cell, looking like a dark violet Galvanic Mechamorph before glaring ahead with her single eye.

"Heh...looks like we're getting out!" said Liam, his body coated with sandy-colored armor and eye extensions over his eyes, his bladed arms still noticeable and having dragonfly-like wingso n his back.

"It's a jialbreak!" said Rook in shock as Ben rolled his eyes at that.

"And the award for the most obvious thing ever said goes to..." Ben said as Julie gave him a flat look at that.

"...Is that the power of that alien? Super sarcasm?" Manny asked as he reached for his guns...but saw that his stump couldn't get his gun and he couldn't bend his arms to reach for them. "Dang it! My suit isn't made for this body! I can't get to my guns!"

"Thunder..." Suddenly the ground hsook as Thunderpig's cell was hit by a super-strong punch. "Thunder..." Suddenly a second punch is heard before it got ripped off it's hindges as Thunderpig came out, roaring. "THUNDERPIG!" He was in the form of a large, yellow biomineral armor and having a helmet form over his pig-like head as he roared out, piston-like arms at the ready.

"Ah man...they got four of my heavy hitters..." said Ben in a slightly nervous tone as the alarm went off as Fistnia put a hand on a wall with a small chuckle, making more cells open up. "AH crud..." Animo, Clancy and many other thugs began to pour out, chuckling evilly as they made their way out.

"All able body Plumbers stay here to take care of the prisoners! Any injured, go with Magister Tennyson! We need to keep the hybrids in check just to be safe." said Hulka as Max and Pateliday got th einjured out of the room.

"Fire!" said a female Pyronite as the others from Orianus' old gang fired out blasts of fire, with the Plumbers ducking behind something but Alan groaning a bit.

"How are we gonna help?" asked Julie as she got hit, making her drop Ben as he yelled out and bounced as Liam suddenly grabbed him, smkring a bit.

"So, Tennyson...a little toy ball huh? HEY GUYS! Lets play 'Ben Ball!" said Liam as he got ready to toss him.

"Nononono! Don'tplayBenBallDon'tplayBenBall!" He then got tossed, making Ben yell out in shock as Fistnia caught it and tossed him to Animo, who chuckled a bit and tossed him over his shoulder into the toilet of his cell, making him say, "Oh that's just gross..."

Blukic, seeing this, says "Oh that wasn't a good idea..." as Adolherd fired his blaster at them as Fistrick jumped around and kicked the Highbreed.

"Okay bro, payback time!" said Fistrick as he grabbed Rook and tossed him into a wall, as he then sent a kick but hit Helen in the face, making him bounce off his foot as he glared at this.

"Huh...I didn't feel that..." Helen said as she slashed at him with her now pointed claws at this as Alan and Cooper helped coordinate the others to safety as Lucy and Sunny sent out punches at a couple of pick axes aliens, Lucy with a Lenopan powered punch while Sunny's got mana behind it.

Adolherd slammed down as Manny heard something as a giant watery hand came out and slammed Animo into a wall as Ben came out...now as a turret of water with the sphere inside. "Check me out! This guy can control water!...though I don't like the source, you guys won't either. Just call me...Overflow!" He then slammed into some of the Pyronites, before slicking over to where the others are.

"What the?" Asked Liam as he fired out a blast of sand at him, making some mud form in the watery form as he just groaned a bit at that.

"Gross..." He said as he flushed out the sand from his watery body as he looks at the others. "Look...Julie, Alan, Rook, Manny, Cooper, Ship. You guys got my powers. USE THEM!" He said as Julie, nodding, jumped down and sent a glare towards Thunderpig and ran at him with a roar as Manny took a breath and took to the air.

"Nice." said Helen as she concentrates and fires out a barrage of shards towards an eel-looking thug, who ducked around and went towards her but Alan came at him and took a breath before breathing out a fiery-looking blue energy. The thug was then in steaming ice, making it look painful as he nods.

"Ice that burns...nice." Alan said with a nod as Ship rolled into a ball and fired out a barrage of spikes towards some thugs, making them yell out from shocks as they to hit. Bubble Helmet roared as he sent a blast of energy towards them as Manny flew around.

"Okay...so far so good..." said Manny as he concentrates and asks, "How do I fire energy blasts?" He then fired it out of his tail at a wall. "Never mind, got it!"He then fired more from his tail to knock out a few of the other villains.

Rook glared as he ran ahead, jumping around and kicking at a few thugs as Overflow nods...before he heard his Omnitrix symbol glow a bit. "What the-" Before Overflow could finish, he yelled out as h was suddenly shifted into a different form; a 6 foot tall tortoise with light brown skin, a black shell with white lining, a hard scales on his arms, leg, chest and forehead, with the Omnitrix symbol on his forehead, thee fingers, two toes on a pair of short legs and also yellow green eyes. "What the?" He asked as he landed, making the ground shake a bit as Parry Vreedle ran forward and sent a fist at the turtle's head...but yelled out.

"What the? Parry, you broke yur hand? What'z his skin made outta? Metal?" Sceles asked, confused. The hard-skinned turtle then sent a hard punch at him, but had trouble walking forward.

"Ah great...short legs." He said as the two Vreedle brothers fired down at their siblings barely phased the turtle alien. "Hm...a hard shell and skin...maybe...Shellhead? Eh, I'll think about it later." said the turtle before he swiped his thick arms forward before Adolherd saw this and got an idea.

"Lucy, pick up Ben! I got an idea. Ben...retract." Adolherd as Shellhead shrugs and does so, becoming a solid-looking oval before he got picked up by Lucy as Adolherd grabbed Lucy by the waist and began to swing her around, making him hit the other Pyronites before they are sent flying.

"I HATE THIS PLAN!" Shellhead said in shock as he was glowing again, this time as a humanoid bluejay wearing a black jumpsuit with a 'x' shape over his Omnitrx insignia wth a long line going down the middle and red lines over his eyes as he took to the air, moving around by Manny. "AND now I'm a bird...nice. And...I ond't seem to weigh much? Eh, Featherweight can work for now..." He said as he flew around, moving around blasts as he says, "Yeeeeeeeaaah! How you like that, losers!" he said as Manny tried to focus. "Dude, you just need to calm down. Focus on a target and then fire."

"Alright..." Manny said as he concentrated on Liam and fired, making the chicken-bug hybrid yell out as he got hit by four way green energy.

"OOOOOOOO!" said the two with a high five with a smirk as Featherweight flew down and landed on a rail. "Okay guys, we're doing good!" He saw Julie tussling with Thunderpig as

"Oh yeah?" asked Clancy as he flew over, glaring at the bird-like being before a glow came over...and he became a glow as he took to the air, turning into a creature with a white and black shirt and pants combo with pale blue skin, yellow-green eyes with black marks around his eyes that have faint points on it, dark violet triangular marks on his face, long spiked up violet hair and having three fingered hands and three toed feet respectively and violet, blue and red wings.

"...What the?" Asked Ben, his voice squeaky...and coveredh is mouth. "Why do I sound like a girl in this form!?" He looked himself over and says, "Okay...still a guy...but a pixie?" He then saw a bunch of bugs coming at him before he fired out a blast of dust from his wings, making them fall asleep.

Liam, seeing this, nods to the others before releasing a blast of sand to make a sandstorm so they can escape as the fairy-like alien flew around. "Hmm...what do you want ot call that one, Ben? It's kinda cute." said Lucy as the fairy gave a glare.

"I'd say Pesky Dust is good enough..." He mutered...before he glowed again, turning into a blue cat-like alien wearing a white sweater and black pants, with clawed paws. "Ah man!" He said as he yelled out as Lucy caught him.

"Awww~! You're so adorable! Why do you get so many adorable ones?!" She asked as she hugged him tightly as he gagged a bit before before spitting out a ball of goo at a group of Miner aliens, making them stick togethr. "Eeww! A sludgeball!"

"Hmm...nah, Scumball. ...I'm on a roll here!" said Scumball with a nod as he was let go, this time glowingas he was turned into a taller, orange-skinned alien with a fullbody jumpsuit with a white torso and lower body area but had explosed three-fingered hands and a single eye with an Omnitrix insignia on left shoulder. "AND I doubt thisi helping the Omnitrix much...

"It's not, Ben Tennyson." said Cooper, jumping over to him. "The rapid transformation rates is causing it to likely degrade...thus the faster shifts throughout the DNA. They are going through uncataloged ones."

"...Dude, that is helpful...but I think I need you to go RATH. You are an Appolexian! You need to get mad!" said Ben, annoyed as he saw Tummyhead and Solid Plugg walk up, both glaring at them. "Ah nuts...I got this...hopefully..." He said as his eye shined a biy before firing a blast at Tummyhead.

"...Heh, nice try with the light show." said the head in Tummyhead's torso. "But even this moron can do better." The main head glared down before punching it. "Hey!Why you-" The two then began to bang the other on the head, looking annoyed as Ben looked curious.

"Hmm..." said Ben as he pointed Cooper's head towards a confused Solid Plugg before blasting him next, making Cooper shake his head as if getting over the light.

"What the-HEY! LET ME TELL YOU SOMETHING, SOLID PLUGG! I AM NOT SOME NERDY NOBODY WHO IS PINING OVER SOMEONE WHO'S DATING SOMEONE ELSE! I AM TRYING TO MOVE ON!" He roared out as he charged at him, as Solid Plugg looked like he was about to wet himself as he was sent flying away as Ben smirked, crossing his arms as Plugg was screaming.

"Heh...Vexray. Nice name for this guy." said the newly dubbed Vexray as he glowed and suddenly turned into a tree-like creature with a single green eye and long arms and legs. "And now I'm a tree...great..." He muttered as he saw the Pissicus Volann going against Hulka.

"Ben, concentrate on his thing! Think of...I don't know, Knock out gas or something!" said Hulka as the tree looked at it's harness and concentrated on it, making him let go of Hulka as he gripped at his collar as it began to become an odd mist before passing out.

"Huh...I'll think of a name for this guy later..." said the tree before he started to climb up, and suddenl glowed as he landed on Fistrick, now the size of a flea. He frowned as he saw he had dark red eyes. "...Well, time to make use of this guy..." He looked at his mouth and nods before biting down on Fistrick's neck.

"OW!" said Fistrick as he tried to swat at what bit him, but Ben jumped off, landing on Ship who ran by. Fistrick then saw a flash of red on his neck s he began to scratch and yelled out as he says, "What the-I can't help but-GAAH! WHY AM I SO ITCHY!?"

"Heh...and he's he first victim of...The Itch!" said the newly dubbed flea-like alien before he saw Rook come by as he glowed and turned into a 3 foot violet rabbit-like bear creature wearing a long hat over his head with two points and wearing a full body black and white shirt with an Omnitrix with clawed hands and feet and a striped tail. "What the? Am I some sort of relative of Upchuck?"

"I think so!" said Rook as he was trying to take on Captain Kork, who slashed at him with a large pipe as Ben face palmed.

"Rook! You're upchuck! Fight like Upchuck! Eat something, anything!" said Ben...as his stomach growled a bit. "Speaking of eating...I'm STARVING..." He then saw the crab aliens at the mess cart before he ran over and got it into his mouth and swallowed...buth en spat out the crab aliens at some thugs, as Rook used his tongue on the pipe and threw Kork into a wall.

After some time, the Plumbers all panted as Ben walked up, rubbing his stomach. "Man...Chowdown needs to eat a LOT..." He then saw Rook with a small robot who was beeping at him. "Whatcha talking to Robucket about?"

"He did a headcount...we are missing 6 prisoners; Liam, Fistina, Thunderpig, Skurd, Bubble Helmet...and Psyphon." said Rook, as Chowdown frowned at this...as he suddenly glowed and turned into an alien that looked a mole with velvety, shaggy brown fur that covers most of his body and has black and white jumpsuit over his torso and lower leg areas with clawed hands and feet with curved claws with the extra thumb on his hands, giving him six digits, and where his eyes would be is covered by his mask that covers his blind eyes and very short ears, with a faint snout with very noticeable, bushy fur under his nose and over his mouth, giving a mustache-like look to it.

"AND now I'm blind...great. What's the use of a mole alien if he can't see...No offense, Jerry." said Ben, looking over his shoulder to a similar alien who was wearing a Plumber's uniform, who just rolled his eyes under his own cover.

"Kid, my kind are actually really good trackers. You and I can help look for them." said Jerry as Julie groaned a bit.

"How are we gonna look for them? This is the biggest place I can fit." said Julie crossing her arms at this as the TV Screens suddenly shined as it revealed...Psyphon! He was now a demonic-looking Pyronite with orange-white fire and dark red magma-like body. He chuckled evilly as Julie's eyes narrowed, as did the others.

"Psyphon..." said Rook with a frown as Psyphon chuckled a bit.

"Yes...You see...while you were fighting against a horde of criminals you put here against their will...I have taken over the bottom of the base...where your Null Void projector rests. Now...we are either gonna be set free...or I send everyone in this entire city into the Null Void." Psyphon said, his tone slightly dark and distorted due to the new body.

"You're bluffing, Psyphon. You'd have no where to go." Max said via the intercom as Psyphon only chuckled darkly.

"One prison is the same as another...but how will the innocents of Bellwood survive in the Null Void...and how would they feel about the 'heroes' who didn't save them? Your choice." Psyphon laughed evilly as Julie suddenly smashed one of the screens in anger, growling at this.

"He's threatening everyone we care about just to get out...we need to shut down the Null Void projector. I'll smash it if I need to." Julie said as Rook shook his head.

"No...I will lead a team down to the lower area...we can get you and the others in the elevator, but the smaller of us will go first. Robucket, Br'meba, Blukic, Driba, Chortle, Jerry. You are coming with me. The rest of you go to the elevator and wait for us." Rook said as Julie nods as she led the others towards the elevator, but Ben walked up.

"I'm coming with. I am still small enough to help." He said as he sniffed the air. "Wait...I got a better idea...we can shut it down by cutting power to the lower decks. It's the only way to make sure they can't get it."

"Hmm...do yo know where it is?" Asked Rook as he nods, tapping his nose.

"Patelliday was there today...I just need to follow his smell and we can find it." He said as Rook sighed a bit.

"I Am not sure..." Rook said as Ben crossed his arms.

"Look...the Omnitrix turned those guys into them into MY Aliens. I know all their weaknesses...you don't. You could barely use Upchuck. You need me." said Ben. "Besides, I'm sure Mole-Stache can help." Rook gave him an odd look...as Ben says, "Jerry's idea for it."

"It's good and you know it!" said Jerry in annoyance. Rook sighed as he gave Mole-Stache a vest and nods, motioning him towards the air ducts as they crawled in.

"Okay...remember, this place is an underground space station...we just need to get to the lower decks and take them out. They got nothing when we get the others down." Ben said as he used his mustache-like whiskers to help him go down with Jerry, as they helped the others get down.

"We hit the bottom..." said Rook as they opened the back...as a glow as Blukic groaned a bit. In Mole-Stache's place was a 3 and a half foot tall creature with thick, dark orange flabby-skinned alien with wart-like bumps on his head, jagged teeth, chipped fingernails, green beady eyes, a black Sumo-styled lower clothing and a black and white vest with the Omnitrix symbol on the belt of the garb and thick, elephant-like feet.

"What the? Oh man...what's the use of this guy?" Asked Ben, groaning a bit as he jumped down, squeaking a bit as he landed.

"If you don't mind being an inflatable punching bag, not much...Atrocians are practically harmless unless you inflate yourself...but I don't think that's be a good idea for now." said Blukic as Ben nods. "BUT if you want a name for it if you don't end up being vaporized...I'd say...Enormoty?"

"Heh, thanks." Enormoty said as he got to the computers as he and the others got their weapons out, Robucket getting into something and nods as the elevator was active. Blukic and Driba worked on the computer.

"Okay...this should shut down the Null Void projector...now we need to find Psyphon before-" Driba was interrupted when a blast of fire came into the room, making Robucket duck as Psyphon walked in, his body on fire as he glared at them.

"Thank you...for helping us, Ben." said Psyphon as his mutated goons walked in, glaring at this...as Enormoty frowned at this.

"The secondary shield...it's connected to the same power core as the Null Void Projector..." said Enormoty with a scowl.

"Indeed...after the Hive incident with the late Victor Validus, they put a secondary shield to keep prisoners in and make sure no threat could sneak in...but it's lowlevel and you'd barely notice." said Psyphon as Rook scowled as the elevator beeped, making Robucket turn curiously.

"Yeah...and you turned it off. Who's the sucker now?" asked Liam with a smirk, unaware of a familiar green slime looking in from inside of the ducts, smirking to himself as he slinked in as the elevator opened up, with the larger Plumbers glaring.

"Like we're gonna let you out..." said Hulka as they nod and ran forward with the smaller ones. Psyphon slammed his hand down, creating a shock-wave of fire to make Adolherd yell out in pain as Alan flew at him.

"I can take the heat, can you?" asked Alan as the Vreedles backed him and Cooper with a glare as Julie got in front of Thunderpig, Manny flew around Liam, Helen and Lucy stood in front of Bubble Helmet and Ben nods to the others as they fired their weapons, Rook getting some chairs into his mouth and growled as he spat out a ball of energy towards them.

"Alan! You know how Pyronites work! You take on Alan, I'll help the others." Ben said as he jumped over a table and looked at Julie. "Jules, you and Sunny put the pressure on! They can only take so much!"

"Got it! Appendage-A Regoria!" Sunny said as Thunderpig froze in his spot as Julie grabbed at him, growing in size a bit to about 20 feet and began to keep him still as Ben smirked and saw the Galvans jumping around Fistina.

"Use magnetic fields! That'll stop her!" said Ben as they nod and got out magnets and got it to immobilize her as Ship backed up with a growl as Cooper picked up a chair and tossed it, sending her back as he got his own out and fired it, making her down. He then saw Bubble Helmet spark up. "Ship, insulate him!" Ship growls and nods as it stretched out it's front claws and slashed at a wall, making water hit him and make him yell out as Helen slammed her hands down.

"How about you calm down?" Asked Lucy as she fired out a blast of mud at him, making his fur get sticky as diamonds went over his body.

"And that'll be awhile to comb out." said Ben with a smirk as he saw Liam tackle into him, knocking him into a wall as Liam cracked his knuckles, blasting sand towards Many, knocking him out o the air as Ben groaned a bit, before he growled as he tried to grow in size, but yelled out as his Omnitrix began to glow again.

"Hmm...looks like I'll go down in history as the guy who took out Ben 10..." He got his claws ready, as Enormoty glared at him...before seeing Skurd jumping around the room before he landed on his belt, chuckling a bit.

"YES!" Said Skurd in triumph as Hulka went wide eyed, as did Psyphon. Driba ad Blukic turned at this, as they saw energy start to seep out.

"DON'T ATTACH! IT'S UNSTABLE!" said the two Galvans at once.

"We got a temporary regulator in there, but I don't think it's enough to-" Before Driba could finish, a shock wave sent everyone back into a wall as Enormity yelled out as he turned back into Ben, with Skurd attached to the Omnitrix, the symbol forming on his forehead.

"Yes! I have the power of the Omnitrix with me...unfiltered! All this DNA is mine!" said Skurd with a laugh, the energy going around the two. "Ooh...what's this? Celestialsapien?" Ben went wide eyed at this, as he tried to get Skurd off but got zapped for his trouble as they levitated.

"Wait, no! Anything but that!" said Helen as she groaned at this.

"If you go into that...it may not end well!" said Rook as Skurd igored them, connecting to it...before his eyes widen as a largest shock wave came out as he and Ben both yelled out in pain as the energy began to grow wild, the lightning hit the mutated ones to yell out as well as they got zapped too.

"What is going on!?" asked Adolherd in shock as he dodged a blast that nearly hit him, as Driba frowned deeply.

"It's what I feared...if we don't stabilize it soon...Skurd could make the Omnitrix into an Annhilarg-level threat! The Celestialsapien have three personalities for a reason; it's to stabilize their reality-bending power. We need to stabilize it...but we can't get close!"

"Ugh...if only we had a plasma core! Than we could have regulated the DNA right!" said Blukic with a cringe as Ben heard it, as Skurd yelled out.

"I see everything! The universe..no...not just...I SEE IT ALL! THE MULTIVERSE...NO SOMETHING FAR BEYOND!" said Skurd, yellingout in pain as Ben cringed as he grabbed at Skurd.

"Skurd...you need to get the Omnitrix to lock up...you're in it...you can do it...we need to...stop this energy outflow and get it back in!" said Ben, yelling out as Skurd looked at it. "Look...there are reasons I don't use certain aliens more than once...this is why...we need to stop this before we and the entire planet are reduced to dust!"

"...R-Right..." Skurd said, agreeing as he got a tentacle out and pressed on the front, seeping into the little opening that was left, as his body glowed with plasma as his body shined a bit, as the energy fluxed back in, returning the turned warriors back to normal as Hulka slapped a breathing mask over Bubble Helmet's head just to be safe, making him take deep breaths as Ben came down, as he glared at Liam, who looked nervous.

"Oh...you're in trouble now..." Julie said, cringing in pain as Liam got ready, crining slightly as Ben shined a bit as he pressed down on the Omnitrix, turning into a brand new alien that looked similar to Liam, but more hawk-like with razor-blades coming out of his elbows, brown feathers covering his body, talons on his hands and feet, a black jumpsuit with a white stripe going down the middle, with the belt having the Omnitrix symbol on it, yellow-green hawk-like eyes and a white of white feathers coming onto his forehead.

"Time for yo to take on...Kickin' Hawk!" He said as he ran forward, kicking Liam in the face before kicking at a roaring Thunderpig and grabbed at Psyphon and tossed him towards Fistina, who yelled out as they all groaned. HE then panted a bit as he says, "And that's why...you don't mess...with us..." He then turned back to normal and passed out with Skurd attached to the Omnitrix still..who was looking downcast.

(The next day...)

(Plumber HQ Med bay. March 15th, 08:42)

Ben groaned a bit as he woke up in a hospital bed with Max by his side as he says, "Hey son, you okay?"

"Yeah...how are the others?" Asked Ben as Max motioned to the others who had been changed back in their normal forms, but all looking exhausted after what had happened. "And skurd?"

"Right here, my boy..." said Skurd, as Ben saw he was still attached to the Omnitrix. "The Galvans told me to stay here...just until the other guards are done with your rogues and they have a padded cell for me...ni the Null Void."

"Null Void...?" Julie asked, looking up at this as she sat up, cringing a bit. "Ow...yeah...growing power...REALLY painful..."

"Try having crystals..." said Helen as Manny was getting his proshtetic reattached to his arm. Ben looked at the downcast Skurd as he sat up at this.

"Easy boy...don't over do it." Skurd said, as he sighed. "Not for my sake..."

"What's with you?" Asked Ben as Skurd looked at him and sighed a bit.

"Look...I Worked for Psychobos because...he said he could get me more DNA...I need it to survive...and I want to know where my kind disappeared to...you can say I'm a stray...my kind is as old as the cosmos...it's said they helped plant the microbes in the primordial ooze of various planets. We do not know who created us...or what made the ones who made us...I just want to know where my people are..." Skurd explained as Ben looked down at this.

"And helping Khyber against me?" asked Ben as Skurd shrugs at this.

"IT was nothing personal, my boy...to you or your friends. If you lived as long as I had, it'd be survival of the fittest...but you and Psychobos are very different...you stayed by your friends' side even when you were barely able to fight...and my so called ally left me here to rot. And then the whole thing I saw through your Celestialsapien...I saw more than I ever thought I'd see...and now I'd never get a chance to DO anything..." said Skurd.

"What do you mean?" asked Max, rubbing his chin at this as Skurd looked at him.

"My good man, I'm old enough to have known your forefathers if I came that early...and yet I've only thought about myself...in the past few millinias, I've just been thinking about myself...and I nearly got turned to dust for that...guess I am no better than the filth of the universe..." said Skurd, sliding into a more liquid state as Ben nods to Max.

"You know...I do need a new thing to regulate the Omnitrix...and you did a good job with that." said Ben, as Skurd looked confused at that. "How about this; think about this as Parole. If you work with my team, I'll let you see the universe...but you'll have to give us the information on Psychobos and his plans. Anything you know." Ben said as Skurd nods.

"Oh...I think I can do more than that." He said as Ben's arm went out as everyone watched in shock as it got covered by crystals and gained a blade out of it. "Think that should be enough reason to let me in? I can turn DNA into a weapon...as long as it makes sense of course."

"Hmm...I think I can find a use for that." Ben said as he looks at Julie and Rook. "What do you two think?"

"Hmm...he could be useful...and have information that can helpful with dealing with the lowlifes hat attacked our base." said Rook with a nod as Julie shrugs at this.

"Knowing how much of a good guy you are, you're bound to help him anyway...okay. But he better not turn on us or else." Julie said as Skurd nods as he shook Ben's hand.

"Well then...I'll get the paper work set up...for now though, welcome to the team." Max said as he headed off, as Ben rested again, this time with Skurd slinking into the Omnitrix to rest himself. The others nodded off as well, taking some more rest given the changes their bodies had to go through in a short amount of time...unaware a black camera bot looking at them from the side.

(Psychobos' Base. March 15th, 10:03)

"And Done." Psychobos said as he placed the Nemetrix back on Khyber's pet, who growled a bit as it shook it's head, howling a bit. "Good..."

"So, you know Ben is vaporized?" Malware asked as Psychobos shrugs at this.

"Oh, it is very likely. But that hero, and I use the term loosely, will soon have to deal with the fact that thanks to this regulator, now the Nemetrix will have any time ready for any form of threat ahead of it when facing the Omnitrix. Your whistle will still be needed for the other combatants." said Psychobos as Khyber nods as Orianus looks up.

"So what now?" asked Orianus as Psychobos showed a map of Galvan Prime, smirking darkly.

"Oh...you'll see..." He and Malware then laughed darkly as Khyber only scowled with Orianus crossing his arms, raising an eyebrow at this scene.

End of Episode 4.

MAN there were a lot of different aliens in this...and yes, they aren't gonna be one-time things. I do have plans for future appearances for them. But for now...here's a bit more info on them.

Shellhead: (This take is owned by me)

Powers: Nigh-invulnerability, shell cannot be pierced, super strength.

Weaknesses: Slow and heavy, can't fight faster opponents.

Species: Torton

Homeworld: Gamerica

Voice: Kevin Richard Davidson (Gantu)

Overflow: (Owned by Holycrap1996)

Species: Hydromoeba.
Homeworld: Aquas VII.
Power: Can manipulate vast quantities of water. Can breathe both on land and underwater.
Weakness: Must be fully submerged within the water to control it. Being submerged makes him extremely vulnerable to electrocution. Almost entirely dependent on water for movement and self-defense.
Additional Info: Due to the planet's surface being completely submerged in deep ocean, as well as the inhabitants' volatile temperament towards outsiders and their seemingly endless power over water, Aquas VII has been labeled as a "Level 20 Danger Zone" by all forms of intergalactic law enforcement, discouraging most (though sadly not all) starships from traveling there.

Voice Actor: Jeff Bennet

Featherweight: (Owned by Zigwolf)

Species Name: Avesnavy Kaynith
Planet of Origin: Regulus Shou in the Quintel sector of the Salyer Galaxy
Powers/Abilities: His light weight combined with several organs that can fill with helium-like gas allow him limited flight and to glide upwards and downwards at will.
Weaknesses: His light weight is also major disadvantage, if a strong enough gust of wind came around he would be blown away, Non-Combative

Voice Actor: J. G. Quintel (Voice of Mordecai from Regular Show)

Scumball: (Owned by Zigwolf)

Species Name: Kedipaka
Planet of Origin: Wattersoan
Powers/Abilities: Spits out a ball of scum that expands and brings whatever it hits crashing together.
Weaknesses: Small size. Hates water
Additional Info: Wattersoan is a planet of mostly water with moving islands made of dirt and junk.

Voice Actor: Logan Grove (Voice of Gumball Waterson from Amazing World of gumball)

Chowdown: (Owned by Zigwolf and Kevfilms2x2)
Race: Rabeacating
Planet: Marzipos of the C.H Greenblat system.
Powers/Abilities: Capable of eating and ingesting many variety of organic substance. Long Muscular tongue. Minor Cooking skills
Weaknesses: Cannot ingest inorganic material, incontrollable appetite.
Voice Actor: Nicky Jones
Additional Info: Since Gourmands and Rabeacatings have uncontrollable eating habits, they have become great friends and business partners. Gourmands trade their organic food with the Rabeacating's inorganic material. Like that, they could easily dispose of their unneeded wastes of their planets. And with most being skillfully cooked, they serve each other the finest of cuisines in their finest of restaurants.

Vexray: (owned by Zigwolf)

Species Name: Irkirritite
Powers/Abilites: Able to send out an optic blast that stimulates the cingulate cortex part of the brain, making the person become annoyed with everything around them. Perfect for making large groups fight against each other.
Weakness: Noncombative, If blinded then Vexray will be unable to fight back.

Go-Green: (Owned by Zigwolf)

Species Name: Aerbormutare
Planet of Origin: Florugox
Powers/Abilities: Wide Ranged Photosynthesis (ex. can convert carbon monoxide into nitrous oxide)
Weaknesses: Fire, Dry and Hot environments, Pesticide, Insects

The Itch: (owned by Zigwolf)

Species Name: Siphonapterran
Planet of Origin: Microvot
Powers/Abilities: Can suck blood with his stinger, creates an irritating wave of itchyness on anything he touches.
Weaknesses: small size, pesticides
Additional Info: Its "stomach" is located in his head, because of this it's eyes are always blood red.

I asked for the permission of their creators to use them for this story. But yeah, in all, this has a lot to come in with a new ally and a fresh batch of aliens for Ben to use. Hope you all enjoyed itnad please Read, Review and Suggest away!