Disclaimer: I don't own any of them sob. TMNT belongs to Mirage and Ben 10 belongs to 'Man of Action'. If I own them, Ben wouldn't be such a doofus and Mikey would have a hardcore alter ego! I do own the OCs who will appear in future chapters.


Chapter Seven: New and Improved Vilgax

Gwen turned away blushing madly when she realized Michelangelo was naked. She turned her gaze to the scientist and the man scampered away when she approached him. She narrowed her eyes and held her hand out, 'Give me your coat!'

'O-okay! Just d-d-don't hurt me!' said the scientist as he quickly took off his lab coat.

Gwen tossed the coat to the purple banded turtle who wrapped it around Michelangelo's limp body. The turtle-turned-human groaned, 'It hurts…'

'What hurts Mikey?'

'Everything…it's like… on fire…'

'Donnie!' said Leonardo as he and Raphael entered the lab. They froze when they saw the unknown teenager in Fourarms' arms. The red banded turtle's eyes dart around, searching for his baby brother, 'W-where's Mikey?'

Donatello hesitated, 'Uhh…Mikey is…'

'He turned into a human!' Ben blurted out.

The two eldest turtles froze, 'What?!'

The blue banded turtle gazed at the blond teenager, 'Is that-?'

'Leo? Raphie?' asked Mikey weakly. He stared at his brother with half opened eyes. Raphael's breath was caught in his throat. He couldn't believe it! He recognized the voice so well, and those blue eyes. There's no mistaking who the human was, 'M-Mikey? It's really… you?'

'Guys, we have to get out of here!' said Gwen.

Donatello stood up, 'Okay, let's get going.'

'It ain't gonna be easy to get outta here,' said Casey as he switched his hockey stick with an aluminum baseball bat.


Bishop stood up abruptly when the alarm began blaring. He growled and rushed to the door and was greeted by a soldier, 'Sir! The prisoners are escaping!'

'Find them and make sure they don't get out of this building!'

'Yes sir!'

The scientist who was assigned to monitor Michelangelo came running to him, his appearance pale and messy, 'A-Agent Bishop Sir!'

'What happened?' asked the dark haired man irritated.

The scientist gasped for air, 'T-the test subject… it was a success! His mutant DNA was neutralized… and he changed into a human just as you requested.'

A smile crept on the agent's face, 'Well, there's good news after all…'


'Where the hell are our back up?!' cried a frustrated soldier.

'They've blocked the radio signal! I can't contact the others!' replied his companion who was then knocked off his feet by a kick to the face from Raphael.

The first soldier growled, 'Argh! I hate this job!'

Leonardo disarmed a pair of soldiers and knocked them back with a kick to one soldier's chest and sent him crashing into his partner. The fallen soldiers groaned and lost the will to get up and continue fighting. They just lay on the floor pretending to have lost consciousness. The blue banded turtle turned to Donatello and Gwen.

Donatello thrust one end of his Bo into a soldier's gut and then swung it around and swept another soldier off his feet. He smacked another pair of soldiers on their temples and they stumbled back each saying 'Oww', hands flying to grab their throbbing head. He was quite amazed at Gwen because he never expected the redhead girl to be quite a fighter.

Gwen let out a battle cry as she gave a soldier a back-flip-kick and hit him under the chin. She slammed her elbow into an oncoming soldier's gut and then punched him in the face. She grimaced and shook her hand, 'Oww, that's one rock hard face…'

She saw more soldiers entering the hallway. She raised her hand, 'Hero Chaa!'

The soldiers were startled when a green beam shot out from her hand and hit the ceiling above them. They scattered away, trying to avoid the falling debris. They stood on the other end of the hallway, staring at the girl fearfully. Gwen grinned sweetly and put her hands on her hips, 'Come closer and I'll fry your sorry butt!'

'GOONGALA!' cried Casey as he hit three soldiers at a time and slammed them against the wall. The vigilante dodged the butt of a gun and he hit the soldier's arm causing him to drop his weapon. Then he knocked the soldier out with a hit to his head.

Raphael growled as he punched, kicked and slashed at the soldiers. Although the enemy numbers are considered small but it still annoyed him. He and Casey stood close to Ben who was holding Michelangelo who was now out cold. The red banded turtle noticed that the soldiers stopped coming and he wondered if it was a trap. He glanced at his blue banded brother who also noticed it.

They managed to leave the hallway and now they're heading to the stairs. They're not taking a risk by going to the elevator which might be rigged to drop them to their doom. Everyone except Casey and Ben were anxious that the enemy have stopped appearing. It was too easy to escape since they're in enemy grounds. Even the alarm had stopped blaring. Ben groaned when the Omnitrix began beeping as an indication that his time is up. Raphael took Michelangelo from him and the Tetramand transformed into regular human kid Ben Tennyson.

'Here ya go kiddo,' said Casey as he gave the brunette one of his hockey sticks.

They rushed down the stairs with Leonardo and Donatello leading them, Casey and Gwen were at the back. The blue banded turtle leapt and kicked the door open; he raised his Katana, ready to defend himself. The sky was dark, dark clouds rolling in above them with distant thunder roaring. Donatello stopped behind the fearless leader, his Bo ready. He gazed around and lowered his guard slightly, 'No soldiers? That's odd.'

'Are they letting us go?' asked Ben warily.

Leonardo narrowed his eyes, 'I don't think so.'

Gwen looked around, 'Maybe they evacuated the area because they're sending something out to get us.'

They were startled when the wall above them exploded and something big landed in front of them, sending clouds of dust flying at impact. The clouds cleared and both Tennysons gasped, 'VILGAX?!'

'Tennyson,' hissed the alien with narrowed eyes.

Ben stared at him up and down. Most of the alien's right body was mechanical, 'Whoa, a Frankenstein Vilgax?'

The turtle brothers and Casey readied their weapons. The dark haired vigilante gulped, 'Friend of yers?'

'Actually, it's the other way round,' said Gwen raising her hands in a battle stance.

Vilgax marched toward them, 'Surrender the Omnitrix!'

'How many times do I have to tell ya? NO!' said Ben.

'Then you and your puny friends shall die!'

'Who are ya callin' PUNY?!' asked Raphael and Casey irritably.

Vilgax ignored them and aimed his right arm which transformed into an energy powered gun at them. They dodged the blue beam released by the gun and the ground where they stood before exploded.

'We don't have time for this!' said Raphael.

'Raph's right! We need to get back to the lair!' said Leonardo as he deflected a beam with his Katanas.

Gwen raised her hand, 'Interdomoto Eelavadore!'

A beam shot out from her hand, nearly knocking her down and hit Vilgax square in the chest. There was an explosion and everyone shield their faces.

'This is our chance!' cried Donatello. Everyone followed the direction of his voice and they ran toward the fence. Leonardo slashed his Katanas at the fence and cut a hole for them to get through. They ran toward the well hidden Battle Shell.

'TENNYSON!' cried Vilgax as he leapt out of the dust.

'Uh-oh! Gwen!' cried Ben.

Gwen nodded, 'I'm on it! Saphirius Expectorium Perpetua!'

'NOOO!' cried the alien as he was blown away by a powerful gust of wind. He landed a good two hundred meters away from them.

'Step on it Donnie!' cried Raphael after he strapped the safety belt on.

Donatello slammed his foot down on the accelerator and everyone lurched backward when the Battle Shell drove off quickly. Gwen slammed into Ben and he wrapped an arm around her to prevent her from falling to the floor when they turned a corner. Casey let out a pained cry when his head hit the ceiling when the vehicle jumped. He heard Donatello hollered a sorry at them.

They drove for hours until they reached their destination. Donatello drove into the abandoned warehouse and positioned the Battle Shell on the hidden lift. Everyone let out a sigh of relief as the lift operated and brought them down to the hidden underground home of the turtles.

Splinter and April approached them with expressions of relief on their faces. Gwen and Ben were slightly surprised to see the giant rat. They relaxed when they realized that this must be the turtles' father, Master Splinter, as Michelangelo had told them. The rat searched among them for his youngest son but his eyes stopped at the sight of the blond teenager in Raphael's arms. He recognized the aura from the boy, 'Michelangelo… My sons, w-what happened to him?'

His other three sons hesitated. Leonardo, as the eldest and leader spoke, 'We're not sure sensei. Bishop must've given him something and it somehow changed him… into a human.'

April's eyes widened, 'That's Mikey?'