Ben spun the dial on his watch and to his surprise it responded.
"Here goes nothing," he slammed on the dial, which sputtered for a moment and then transformed him. "How 'bout a little Feedback!" He called and engaged Malware.
"I destroyed that alien once. Don't think I won't do it again," Malware said.
"Go ahead and try!"
Fist and rook intercepted Argost as he lunged for Zak. Gwen stood her ground as the EVO charged, shielding Kevin nd Rex.
Another cryptic appeared from above and Zak swatted at it.
"No I don't want you here!" He said.
"Another able body?" Malware said.
"Leave it alone. Cryptids aren't slaves!" Zak said. Malware deflected Bens energy attack and reached for the flying cryptic catching it by the leg. Zak swung the claw at hum, but he caught it and hit Zak with a beam of energy from his eye.
"No!" Zak cried as the second cryptic went EVO. Ben blasted a piece of concrete from the ground and chucked it at Malware hitting him dead on.
"We'll be outnumbered if he gets hold of more cryptids!" Feedback said.
"If I called them here then I can send them back," Zak said, eyes glowing gold and claw pointed towards the sky. But the EVO tackled him to the ground disrupting the message.
"Zak!" Ben called before abruptly timing out. He slammed on the dial but it sparked with red light and went black.
"Stupid Watch!" Malware stalked towards him. Ben glanced around at his friends; Kevin now fended off the first EVO desperately defending Gwen and Rex who now both lay unconscious on the ground. Fisk and Rook fought Argost, though the odds still seemed out of their favor, Zak was fighting for influence over the second EVO. Rex cried out and tensed as he was shocked by his nanites, blue circuits sparking down his face and neck. The light in the lamp post above him exploded, showering Ben with glass.
Malware grabbed Ben around the middle and pulled him towards him. Ben turned the dial but the omnitrix remained dark and unresponsive.
"The Omnitrix has failed you. But what did you expect form Azmuths creation?"
"I think we've established Azmuth doesn't always get his creation right." Ben mocked. He kicked and struggled to no avail when suddenly Malware was blasted by a wave of piercing sound and dropped Ben to the ground. He desperately clamped his hands over his ears until the noise died down, and looked up toes a girl with black and red hair standing there holding out a hand for him.
"You're a friend of Rex?" She asked. He nodded.
"I'm Ben. Who are you?"
"Circe"
"You're Circe? We've been looking for you."
"Listen!" Im here to warn you. Van Kleiss is planning to unleash active nanites on the city. We've got to stop him. Where's Rex?"
She and Ben ran to where Gwen and Kevin were shielding Rex. He lay on the ground not moving.
"What happened?" Circe asked. A pink call of energy blasted between Crice and Rex. Gwen stood on a platform of mana, eyes glowing. "That was your only warning. Get away from him or next time I won't miss," She said.
"Gwen what are you doing?" Ben asked.
She's with them, Ben. She's the reason we got ambushed back at the tower," Gwen said her glowing hands lifted defensively. Bens gaze shifted between the two girls. Circe lifted her palms to show surrender.
"I came back to help. Van Kleiss has a weapon- a nanite reactor. He's going to do to Bellwood what he caused in our world." Circe said.
"Why should we believe anything you say?"
"I never wanted to hurt anybody, especially Rex. But you can help me stop this," she said. Gwen and Ben looked shared a look.
"Please," Circe begged, "You have to believe me. We don't have much time.
Gwen nodded at Ben. "Show us where."
Zak struggled with Malwares influence over the cryptids, grunting with the effort. Malware growled in annoyance as he fought Zak for control.
"Insolent human" malware shrieked back handing Zack across the face."I told you…" Zak said his whole body burned with light as he wiped blood from his mouth. He pointed at Malware and the EVOs simultaneously charged at the alien, "Cryptids aren't your slaves."
Now outnumbered Argost and malware retreated. Zak sank to his knees exhausted and tried to calm the Cryptids.
"It's okay you're safe now," Zak said as the EVO sniffed and nuzzled his face. Fisk knelt next to him patting his head.
"Fights not over yet kid," Kevin said
The team followed Circe as she directed them to Van Kleiss back into Billions Tower.
"isn't this the place we just escaped?" Zak said out of breath.
"Hurry!" Circe said running inside.
They busted into a great room a large machine was in the center glowing an angry red color. An alarm was blaring. Malware and Argost had beaten them there and they stood with Van Kleiss seemingly arguing.
"This wasn't part of the plan," Argost said.
"We decided to change the plans," Van Kleiss said. The alarm was calling out a count down.
3 minutes 30 seconds until reactor meltdown.
"When that timer hits 0 the reactor will explode. There's enough nanites in there to turn miles of Bellwood into EVOs," Circe said.
"There's dozens of Cryptids in the city now too," Zak said.
"You sayin' they'd have a whole army of these things?" Kevin asked.
"We must stop that countdown!" Rook said.
"On it!" Said been turning into jury rig. Zack blinked at the small gremlin like transformation in confusion.
"How's that thing going to help?"
"Like this! Break, Break, break!" He cried crawling up the machine and bricked metal and machinery away. The countdown stalled with a minute to spare and Zach smiled.
"Keep it up Ben!" He said turning his attention to the three villains.
Circe blasted up Biowolf with her song. She and Kevin took cover, supporting Rex between them. Gwen shot energy at Skalamander.
"Munya, I do believe its time for a swift exit," Argost said lazily.
"And where do you think you're going?" Van Kleiss asked.
"It's time I said adieu to this alliance," Argost said as he and Munya fled the room, "Another time little Saturday."
"Let them go," Malware said. "His support will be inconsequential in a matter of minutes." Rooks photo-tool morphed into a blade and he and Zak parried with Van Kleiss. Malware turned and extended a hand towards the machine. Jurryrig cackled magically as he ripped into the wiring.
"Break! Break, Break- oof" Malware grabbed Juryrig and squeezed the small alien. Juryrig chomped on his hand. Malware growled in annoyance and dropped the gremlin.
"No EVOs for you here," giggled Juryrigg.
"Incorrect," Malware said looking in the direction of Kevin and Circe. "There is one."
Circe kneeled protectively next tot Rex, holding his hand. Kevin watched the fighting anxiously, keeping a close eye on Gwen.
"Do you know whats wrong with him?" He asked Circe, glancing at Rex.
"I know when he cures EVOs he takes nannies into his system. When there's too many he loses control and overloads. But I don't know how to fix it."
"Helpful," Kevin muttered. Rex stirred from unconsciousness and groaned.
"I think he's waking up," Circe said. His eyes blinked open glowing with red light, "Rex?" It was like he couldn't hear her. He stood up, ignoring Kevin and Circe's protests, his hand slipping out of her grasp. He walked fixedly towards Malware, in a trance.
Juryrig hopped around avoiding Malwares pounding fists like whack-a-mole.
"Can't catch me!" Juryrig cackled. His smile faded when Malware laughed.
"Perhaps you're right. I never was able to take the omnitrix from you…" The mecamorph said.
"Huh?" Ben squeaked before bumping into something. He looked up in surprise as Rex reached towards him, grabbing the gremlin around the middle.
"Hey! What are you doing?" He asked, the scratchy voice of his alien asked shrilly.
"The plumber files I stole from your ship were quite enlightening. Apparently nanites like the Alpha and omega have been found to be one of the omnitrix's weaknesses. Isn't that right Tennyson?"
"I knew those plumber records are too thorough," Ben mumbled.
"Yes quite thorough. And all too simple to access. I learned all I needed to about technology from another Earth, capable of dismantling Azmuths greatest creation with a simple command. And here is this boy, with all the power to destroy you, delivered to me on a silver platter," Malwares voice said with a haunting laugh. He sent tendrils into the reactor, putting the pieces back together. The countdown started up again.
One minute until total reactor Meltdown.
Rex seized the omnitrix symbol on the gremlins chest forcing energy into it that made it spark dangerously. There was a flash of red, a dissonant sound of code error, and Bens form shifted painfully back to human.
"How-?" Ben asked looking down at himself. The omnitrix blinked angrily in recharge mode.
"I refuse to live in the shadow of the omnitrix any longer. I will be rid of this cursed creation," Malware said.
Rex lifted Bens arm towards him, sending circuits into the omnitrix.
"Rex snap out of it!" He said pulling at his arm, but Rex held him fast. Ben was overwhelmed by the sheer strength of this boy-his friend. But when he looked in Rex's eyes and saw only Malware.
"Destroy it!" Malware cried. Rex obeyed.
30 Seconds.
The omnitrix sparked and sputtered as it was corrupted by nanites. Ben felt like his wrist was being ripped from his body. The light and electricity built up, bathing the room in crimson light until he had to shield his eyes. A blast finally ripped the two boys apart.
Around them the fighting was halted as everyone was knocked back by the blast. Rook recovered first, shouted Ben's name and ran to his partner.
20 Seconds.
Ben didn't hear him over the ringing in his ears. His vision was blurry and he realized it was because tears were streaming down his face. He looked down at his wrist, and the charred remains of the omnitrix fell away, leaving bare skin.
"I'm fine! Stop the countdown!" He said.
10 Seconds.
"Gwen!" Kevin called.
Nine.
Circe turned toward the machine blasting it with her song.
Eight.
Rex stood up and grabbed her arm.
Seven.
Circe looked at his red eyes, "Stop it Rex. This isn't you!"
Six.
Gwen held her glowing hands towards him, "Somnus!" His grip on Circe loosened and he slipped to the ground unconscious.
Five.
Gwen and Circe turned towards the machine, and blasted it together. The machine sputtered but Malware's circuits flooded over the damaged area.
Four...
"That's quite enough," Van Kleiss said. The girls turned towards him.
Three.
He held Zak fast, his arm twisted behind his back painfully. Van Kleiss's claws from his metal arm were pressed against Zak's throat. The girls glared at the villain.
"Forget me! Stop the reactor!" Zak said. They hesitated. Van Kleiss smiled.
Two
"Times up"
One
"NO!"
x
Gwen barely had time to shield them from the blast. The ceiling was blown from the building. The streets were filled with wind as a shock wave was sent through the city, breaking the glass on buildings as a mushroom cloud of nanites rocketed from the tower. Civilians heard the sound and peered into the tempest. A red cloud hurtled towards them like smoke or fog, but more alive. There was screaming in the streets as Bellwood panicked and ran but the cloud caught them, mutating anyone it touched. When the dust settled, Malware, Van Kleiss and their lacked were nowhere to be found. Kevin looked at Ben
Who was stunned into silence.
"Did we just… lose?"
Their saviors came from the sky. A small plumber ship hovered over the building. No not a plumber ship, where had Ben seen it before? A side door opened and a platform came down. A monkey wearing a uniform walked toward them seeming unfazed by the red cloud of nannies that swirled around them. Ben recognized the monkey.
"Bobo?"
"Hey alien kid, remember me? We're here to help," said Bobo.
"Talking monkey…" Kevin said.
Gwen managed to get them all in the ship without exposing them to nanites. When the door sealed a man with sunglasses and a a green suit and a pretty woman in mission clothes ushered them in.
Doctor Holiday," Ben said. She took them in quickly, her eyes finally landing on Rex.
"Bring him over here," she said. The man in green helped Kevin lay Rex on the lab table.
"How did you all get here?" Ben asked.
"Explanations can wait." Six said.
"Can you help him?" Circe asked.
"I think so. But theres not much I can do from in here, he's too unstable," Holiday said.
"Our base is on the other side of town," Gwen offered.
"Caesar, get this ship in the air!" Holiday called. She put an affectionate hand on Rex's forehead and bit her lip. "We don't have much time."
