Episode 14: Secrets, Part 1 – Vilgax

It was just a random night in the middle of a completely random, unnamed city when they crossed the boarder into the state of South Dakota. They had only planned on stopping long enough to stock up on supplies (most of which the children had secretly thrown out before Max realized what they were doing), but there was the occasional crime that just seemed to pop up wherever they went. This time it was a pair of common thieves stealing an armored bank car, which honestly begged the question why anyone would try stealing from the bank anyone – no one even used cash these days.

The thieves were speeding down the highway headed out of the city being chased by several police cars and a Channel 4 news-station helicopter that was recording the whole thing.

"We're live on the scene of a high-speed police chase in pursuit of an armored car stolen earlier today from the federal reserve. It is believed the thieves also have a hostage."

But while the thieves were driving wildly through the traffic, ramming into the side of other cars to throw off the police, they didn't notice a cluster of sharp, green crystals sprouting in the middle of the road until they drove over them. The crystals shredded through the undercarriage, cutting the axels and the fuel line so that they were spinning out of control until they screeched to a stop on the side of the road. The squad of police cars finally caught up to the totaled vehicle and surrounded them.

The thieves kicked the doors open and stepped out of the armored car; one of them dragged a scared-looking hostage with him and the other carried a futuristic rifle that looked way too advance for anything he could pay for or even know how to operate. And yet the thief pulled the trigger on the police and shot a concussive beam of energy at the nearest squad car, sending it flying through the air. The news camera, which somehow managed to get on the ground in only a few seconds, panned on the thief holding the rifle when he caught a glimpse of something standing behind him emerging from the smoke of the armored car – something big and green.

The thief somehow managed to notice Diamondhead and spun around with the rifle, but the Petrosapian effortlessly sliced the weapon in half before he could even blink. The thief turned tail and tried to run, but Diamondhead only needed to flex his finger and a small hill of jade crystals sprouted in the middle of the road, lifting the thief up and encasing his body from the shoulders down.

"Wait? What's this? Yes, it looks like we have another alien sighting."

The other thief tries to sneak away behind the armored car, using the smoke to conceal himself, but Diamondhead walks around and blocks his path, standing intimidatingly over him. The Petrosapian holds up his right hand and makes a show of molding the crystals into a lengthy spike. The thief, looking absolutely terrified, immediately releases the hostage and holds his hand up in surrender.

"We don't know where these strange creatures come from, but they seem to be here to help – "

A scaly fist smashed the screen with a soft, chittering growl. Cetanu withdraws her hand from the broken monitor – one of many that covered the medical bay of the Chimerian Hammer. The Yautja warrior brushed the shards of glass out of her knuckles, not at all concerned about the green blood trickling through her fingers, then spun around and walked to the center of the room. Her loyal Xenomorph pet stood hunched off to the side, watching Dr. Animo closely as the oddly-pigmented human fiddled with the data pad provided for him, humming a happy little song under his breath as he input another sequence. Cetanu walked past him and approached the enclosed tank, dropping to a kneeling stance and bowing her head.

"The Omnitrix…," a soft voice hissed from inside the tank, "wasted on pointless heroics."

"Skaath and his human host have failed to retrieve it twice," Cetanu informed with a hint of satisfaction. "But I will not fail again. Allow me to retrieve the Omnitrix, father."

"No…,"

The tank suddenly hissed as it blew out a jet of steam, making Cetanu jump back in surprise while Dr. Animo was grinning from ear-to-ear. The pod split open and one of the medical drones used to aid in the healing process crawled out…only to be crushed by a massive metal foot. Cetanu couldn't help stepped back, sheer terror no doubt taking over despite the mask concealing her face.

The Yautja hunter had to admit that Dr. Animo had outdone himself. Her father had always been taller than Cetanu, but the intergalactic tyrant now dwarfed her by at least double her size. His missing legs had been replaced by metallic prosthetics that looked strong enough to flatten cars and his fingers were now metal claws. His muscles were now bulging with visible redish-brown veins crawling across his skin; several cylinders were injected into the veins for a reason that would be explained later. Unfortunately, the blast that had nearly killed him weeks ago had destroyed one of his lungs, forcing him to constanmtly wear a plated breathing mask over his face. But that didn't matter to him – he was alive and stronger than ever.

"I will see to this task myself," declared Vilgax.


The Tennysons parked outside the city, not wanting to draw any attention to themselves after Diamondhead's heroics on the highway less than a few hours ago. They had all been sleeping soundly for the first time in days when Ben suddenly shot up and shouted out loud, causing the other passengers to jump up as well. Trixie, who had been sharing the same bed as Gwen, rolled over and fell flat on her back. Her saving grace was that she and Gwen were on the bottom bunk or else that could have really hurt. That's when Max flipped the Rust Bucket's lights on, having been sleeping on the couch up front.

"Another nightmare, Ben?" he asked his grandson.

"I saw this weird alien with a squid face, only he was gigantic and super scary," said Ben, shuddering. "I don't know why, but I get these weird chills whenever I think about him – like that time I brain probed Rojo with Pesky Dust."

"You sure you weren't just looking in a mirror," Gwen groaned irritably.

"It was just a bad dream, Benjamin," said Trixie tiredly, pulling herself back up to bed. "Can we talk about this in the morning? This human body requires a regular sleep cycle."

"That's a good idea," said Max, patting Ben's shoulder before walking back to the couch. "We should get some shuteye so that we'll be well rested for when we reach Mount Rushmore."

"It seemed so real," said Ben, frowning. "He looked right at me and said…'You cannot escape the wrath of Vilgax, boy'…."

They couldn't see his face, but the children noticed how Max suddenly stiffened up like he usually did when he was scared or shocked. The elderly man suddenly flipped around and said in a hurried tone, "Change of plans: We're hitting the road right now."

Ben leaned over his bed staring down at Gwen and Trixie, both of whom looked just as confused and slightly worried as him.

"Grandpa, it's three in the morning," said Gwen slowly.

"Best way to beat the traffic," said Max insistently as he strapped himself in the driver's seat.

And without even offering up any further explanations, Max started the RV and they took off down the road.


Hours pass and the day works into the afternoon with the Tennyson party zooming through a long stretch of country road…just as they have been ever since they took off. Since Max had stated driving, he never once took his foot off the gas pedal, never stopping into any of the towns or cities they passed or acting as lively as he usually was. They couldn't even enjoy the country view because Max was driving too fast for them to see anything by blurs of color.

"Uh, grandpa, what's with the lead foot?" asked Ben, who had been looking out the window.

"I wanna get to Mount Rushmore by night fall," said Max shortly.

"What's at Mount Rushmore that's so important?" asked Trixie.

"What? Oh, uh, nothing, nothing," said Max distractedly.

"Ugh, I'm so bored," Ben groaned, falling back into his seat. He stares across the table, watching Gwen tap away at his computer. "Let me play a game."

"I would, but I think this will be a good lesson for you to learn how to entertain yourself," said Gwen smugly, her eyes never leaving the screen.

"If you're really that bored," said Trixie sternly from the couch. "Then help me run another diagnostic check on the Omnitrix again."

"Aw, but we already did like a bazillion times!" Ben complained.

"You're the one who broke the Omnitrix and cut off my access to the transformation matrix," said Trixie, leering at him dangerously. "And I almost got dissected by an organization of medieval knights. The least you can do is cooperate."

Ben grimaced; he hated when Trixie pulled out the guilt card.

Ben got up from his seat, swinging his arms in an exaggerated motion, plopped himself on the couch next to Trixie, and offered his arm up to Trixie. Just like the last hundred times they checked, Trixie raised the transformation node, displaying the silhouettes of the different aliens he had access to, and started turning the dial to examine each one in turn. Ben rested his chin in his other hand and only briefly glanced at Trixie working with bored grimace. Just as she was finished inspecting Fasttrack, Trixie turned the dial to a shadow of an alien he had seen occasionally, but didn't know what it was. It looked generally human shaped and very muscular, but had three horns coming off his head.

"You know," Ben spoke, causing Trixie to pause in her inspection, "That alien was one of the first ten I unlocked in the Omnitrix, but I never got around to using it. Maybe we should take it for a test run – "

"DON'T YOU DARE!" Trixie screamed suddenly, throwing herself over the Omnitrix. Ben and Gwen, her attention drawn by the shout, stared at Trixie in surprise. Realizing that she was making a scene, Trixie sat up straight, fixed herself up, and cleared her throat. "I mean, you shouldn't mess with that alien, Benjamin. It's dangerous."

"Aw, c'mon, what's the point of having it if I can't even use it?" Ben complained. "Come on, just one little test – "

"I'm serious, Benjamin!" said Trixie with a harsh glare that made even Ben tense. "There is a terrible risk that comes with using that particular alien. If you transform, there is a very real possibility that you may never be able to return to us. I've seen first-hand the kind of price one pays when using that power. So please…Ben…as your ally and your friend, I beg of you…. Do not, under any circumstance, use – that – alien."

Normally, Ben would just make a fake promise and go behind Trixie's back anyway, but there was something about the way she asked him that made him second guess. She wasn't demanding him – she was pleading, almost as if she was scared of losing him. That made Ben even more curious. Was this alien really that dangerous? Somehow, Ben had a feeling he didn't want to find out….

"Okay, okay, I promise," said Ben, raising his hand in surrender. "I won't use that alien – ever."

"Good," Trixie said with a relieved sigh. "Well…anyway…it looks like the Omnitrix is almost finished with its self-repairs. Now try transforming into something so I can see if there are any glitches in the matrix."

As he started winding through the selection of aliens, Ben suddenly had an idea and shot a mischievous glance at his cousin and her computer….


Back on the Chimerian Hammer, Vilgax took his seat at the head of the command center for the first time in weeks since the accident. The chair was much smaller than he remembered, but that only proved how much stronger he had become since his near demise. His drones worked relentlessly around the monitor womb with his daughter standing dutifully by his side. As Vilgax flexed his new muscles, Dr. Animo came siddling in from the side, his hands folded in front of him and a wide smile stretched across his lips.

"I took the liberty of enhancing your physiology with experimental steroids and strength enhancers that your beautiful daughter was able to acquire," said Dr. Animo giddily. Cetanu turned and stared at the man – did he just call her 'beautiful'? "I also increased the tensile strength of your muscle fibers to make them ten times more durable than before. Are you pleased, my lord?"

"Yes…very pleased," said Vilgax softly. "You have done exceptionally well, Dr. Animo. When my daughter brought you aboard my ship, I had my doubts, but you have proven your worth. As a reward, I won't crush your skull under my heel."

"Oh, you are too kind, my lord – too kind," said Dr. Animo gratefully, bowing his head low.

Just then, a sharp beeping noise filled the monitor room and one of the screens flared to life, displaying a map of the United States and a large dot with the Omnitrix emblem on it.

"The Omnitrix has been activated," Vilgax hissed. "Pinpoint its location…. I have you now, boy."


Down on Earth, Gwen was tapping away at her computer writing the latest entry in her blog when her laptop suddenly went blank with a stretched beeping noise.

"Hey, what gives?" Gwen cried, tapping the power button furiously.

The laptop screen flickered to life again and Gwen looked momentarily relieved…until she saw Buzzshock floating around on her home page, cackling insanely.

"Sorry, you are experiencing technical difficulties because you are a loser," said Buzzshock wickedly. "And you always will be."

"Ben!" Gwen snapped, smacking the keyboard with her fist. "Get out of my computer!"

"Hey, don't look at me," said Buzzshock, grinning smugly. "Trixie's the one who wanted to test to the watch."

"But I didn't tell you to use it to invade Gwendolyn's private property," said Trixie, shaking her heads. "Then again, we should I even be surprised at this point."

"Ooh, what's this," said Buzzshock, flying across the monitor to one of the icons. "A diary? Ooh, I wonder what it says…."

"Ben, I'm serious, get out!" yelled Gwen, shaking her laptop as if hoping the alien battery would just fall out.

"Dear diary," Buzzshock read aloud, "my cousin Ben is a – "

"Doofus!" roared Gwen angrily, finally slamming the computer back on the table. "Knock it off!"

"Ben, now is not the time to go alien!" Max scolded seriously. "Do you understand?"

Buzzshock shot out of the laptop as a bolt of electricity, standing on the table.

"Geez, I was just fooling around," said Buzzshock, crossing his arms with a pout.

"We can't afford to attention right now," said Max.

"And what kind of attention are you hoping to avoid exactly?" asked Trixie just as Ben reverted back to human form in a red flash.

"Never mind," Max said promptly, once again avoid eye contact. Ben looked at his cousin, who only shrugged her shoulders cluelessly.


Back on the bridge of the Chimerian Hammer, the drones had managed to pinpoint the Omnitrix to the state of South Dekota. But just as they were starting to narrow down the search radius to within a hundred miles, the blip suddenly faded from the monitors.

"We have lost the Omnitrix signal," said the drone, spinning around to his master in a frightened motion. But instead of being furious, Vilgax sounded quite pleased….

"It does not matter," said Vilgax coolly. "I've managed to narrow down its location just enough to make use of it."

He tapped a button on his command chair and the monitors flared to life with many of Ben's heroic acts stolen from television signals, from Jetray rescuing a couple of kids, to Rath holding up a collapsing building, to Fasttrack helping a local hospital. Vilgax raised himself from his seat, marching up to the screens, his new metallic legs clanging on the ship's floor and his blaring-red eyes narrowing on the Omnitrix wielder.

"And I know just how to draw this Earthling out," Vilgax hissed.

He stared at an image of Diamondhead rescuing a cat from a tree before he smashed his fist through the screen….


Somewhere there was a long patch of empty field in South Dakota where a herd of bison had stopped to graze for the day, though that was hardly the important part of the scene. Because a thunderous hum of engines echoed across the field and the bison raised their heads dimly as an alien space craft appeared over the mountains in the distance, descending to the planet at near-ground level. As it hovered over the field, the underside of the ship hissed open and a gigantic red sphere covered in spikes rolled out of the hanger, followed along shortly by a swarm of drones.

The spiked ball hit the ground running, taking off across the field and through the surrounding forest the moment it landed. In only a matter of minutes, the spiked ball rolled out into a stretch of road that lead into a large populated city. The sign on the side of the road said they had arrived in Rapid City, right before one of the drones blasted it with a laser, reducing it to kindling before following the rolling spike ball into town.

And as it just so happens, the object of Vilgax's obsession was riding the highway just outside the city limits.

Trixie had just finished her manual inspection of the Omnitrix (concluding that the repairs should be complete by the end of the day at least), leaving Ben with nothing to do but sit around being bored. He couldn't even tease his cousin because of how strict Grandpa Max had been lately. He just sat across the table from Gwen with his head in his hands when he heard a muffle noise through the window, which also caught Gwen's attention as she straightened up in her seat. The pair looked to the side and Gwen gasped.

Rapid City was under attack – giant plumes of smoke was rising from the buildings by the dozens and one building looked like it had fallen over,

"What's going on over there?" Ben asked Max.

The elderly man looked across Trixie in the passenger's seat and the smoke clouds, but quickly returned his attention to the road with a serious look in his eyes.

"I'm sure the local authorities have the situation well in hand," said Max.

Not even seconds after he made his claim did a great explosion went off downtown, possibly because of a gas fire due to the height of the explosion according to Trixie. Ben looked between his grandfather and the explosion, immediately concluding that he was needed, despite Max's insistence.

"Looks like it's hero time," said Ben.

"Ben, I don't think that the best idea – " Max warned him, but his grandson had already raised the dial and was spinning through the selection wheel.

"Time to turn up the Heatblast on these guys," said Ben as he stopped on the Pyronite silhouette.

Before his grandfather could get another word of warning in, Ben slammed down on the dial and disappeared in a flash of green light that nearly blinded everyone in the RV ("We really need to invest in sunglasses," said Gwen, wincing while covering her eyes.) The next moment, Heatblast stood in the middle of the Rust Bucket, generating an unbearable about of natural heat in the cramped RV that started to make them sweat in seconds.

Against his better judgement, Max slammed on the breaks and brought the Rust Bucket to a screeching stop on the side of the road just as Heatblast launched himself out the door. The Pyronite immediately thrust his hands to the ground, unleashing a double torrent of flames that propelled him into the air like a rocket, shooting across the sky leaving a trail of smoke in his wake. Max and Trixie had followed him outside and watched him go, but Gwen had been halfway through changing into her Lucky Girl uniform when he took off.

"Hey, Doofus, wait for me!" yelled Gwen, shaking her fist out the window.


Vilgax's drones were quickly wasting the streets of Rapid City with surprisingly little resistance. There were no police or any military within sight – it was like the people who were supposed to be protecting the city had just disappeared (or mostly turned tail to save themselves). Two drones were swooping down One Hundred and Third St. shooting parked cars and small businesses when an arrow of fire speared through one of the machines, causing it to explode. The second drone was consumed in a river of heat immediately after.

Heatblast descended onto the battlefield, lobbing two more fireballs at as pair of drones chasing innocent bystanders down the street, exploding them on impact. The Pyronite then blasted the ground with his flames to slow down his descend, covering nearly half the street in a sea of fire as he dramatically made his entrance.

"Hey, why don't you pick on someone with real firepower," Heatblast challenged.

Of course, he would come to immediately regret it once the drones honed in on his location and surrounded him. Heatblast turned around slowly, counting all of the drones, which was now over four dozen.

"Aw man, I didn't mean all at once," Heatblast complained. "Why do I get the feeling that you were expecting me?"

Driven by panic and paranoia, Heatblast gathered up his strength and shot a wall of flames at a cluster of drones in front of him, destroying at least half a dozen before he started to turn with his flames. He carried the flaming wall through the air, incinerating dozens of flying drones all at once, and gradually reduced their numbers to half. Oddly enough, they weren't putting up much of a fight. Was it because he was just too awesome? Ben would normally think so, but he's had this creeping feeling in the back of his neck all day….

One by one, Heatblast annihilated the invading drone army. He slashed them with blades of fire, crushed them with his molten fists, and used this awesome dragon's breath attack he had been working on. And before he knew it, Heatblast was standing in the middle of a partially destroyed street surrounding by scraps of flaming metal. The Pyronite took a moment to catch his breath – he hadn't fought off that many enemies at one time since… well, come to think of it, he never fought that many enemies at once. Heatblast stood up straight and considered heading back to the Rust Bucket to bask in his victory when he heard a sharp twang in the smoke and turned around. The next thing he knew, the Pyronite was suddenly pulled off the ground and pinned to the wall by what looked like an electric net.

Heatblast started to struggle against the bindings when the gigantic spike ball leading the invasion came around the corner, turning smoothly and charging toward him. The Pyronite struggled harder against the electric net, and just when he though it was going to run him down, the spike ball suddenly stops a few feet. Heatblast eyes the spike ball with caution when it opens in the middle with a soft hiss, revealing that the ball is actually a vehicle and the driver's seat was inside. The metal doors pulled inward and then slid sideways out of sight. The driver loomed menacingly in the shadow of his vehicle, his burning red eyes narrowing on Heatblast, and stepped out into the light, standing at his full intimidating height.

"You," gasped Heatblast with a flash of recognition. "You're the alien from my dreams."

"At last we meet…Benjamin Tennyson," said Vilgax slowly and hauntingly.

"How do you know my name?" asked Heatblast, shocked.

"You are the one being who has caused me more trouble than any I have encountered," hissed Vilgax. "I have spent months observing you from afar. Watching you, studying you…all for this one moment."

"Yeah, that's not creepy at all," said Heatblast sarcastically. "Who are you, squid face?"

"I am Vilgax," the tyrant announced himself. "And I have come for the Omnitrix."

"And, uh, I'm guessing you're not one of the good guys," said Heatblast.

In that moment, Heatblast increased the intensity of the flames around his head, melting the nodes of the electric net to break the connection. The Pyronite leapt forward on top of Vilgax and blasted his face with a quick overhead fireball, landed, and then started punching at his prosthetic legs. But not only does Vilgax come out of the flames unscratched, he doesn't even move as his smaller enemy wails at him, taking every hit without flinching. Heatblast stopped punching when he realized he wasn't making any progress, giving Vilgax a chance to grab the Pyronite by the face and effortlessly toss him through the air.

Even though the throw was somewhat casual, Heatblast suddenly realized that he was flying at a hundred miles per hour. The Pyronite entered a crowded office building through one wall and exited through the opposite side, which became the first of many as Heatblast shot through no less than a full dozen skyscrapers before hitting the ground. Heatblast made a sizeable crater when he landed, dropping a load of rubble on top of him, The Pyronite blasted the debris with his flames and rolled over on his front, moaning weakly.

"Okay…," said Heatblast, panting. "This guy's really tough."

Vilgax bends his legs into a crouch before he leaps into the air, closing the distance between him and Heatblast in a matter of seconds while making a new crater in the street. He approached the Pyronite as calm and casual as can be, not at all threatened.

I gotta slow him down," Heatblast said to himself desperately.

He gathered up all the heat in his body so that the flames around his head flared and unleashed it all on the street in front of him. The high temperatures instantly melted the road into a pool of fiery, bubbling tar that sloshed down the way into Vilgax. The squid-faced tyrant stumbled as the wave of bubbling tar slammed against his knees – the metal hissed and smoked on contact – and soon lost his balance and fell face first into the burning sludge. Vilgax struggles to get up as the tar starts to ensnare him while Heatblast strolled up to him with a smug grin.

At that moment, the Rust Bucket turns sharply around the corner onto the same road, throwing Trixie into Gwen and slamming them both into the window. Not that Max had noticed; he was too busy staring at the massive squid-faced alien in the pit of tar with a horrified glance.

"No…," muttered Max chillingly. "It can't be…."

Vilgax finally stands to his feet while Heatblast stands a few feet away, cockily resting his fists on his hips.

"Not so tough when you can't move," Heatblast taunted.

The Pyronite jumps back when the Rust Bucket suddenly cuts him off and screeches to a stop in front of him. Gwen immediately throws the door open, nursing the bump on her head.

"Ben, grandpa says to get in – now!" said Gwen urgently.

"What're you talking about?" asked Heatblast haughtily. "I'm just about to kick alien butt!"

And right on cue, the Omnitrix timed out and left Ben powerless in the middle of the road.

"Benjamin, get in!" Max commanded sternly over his shoulder.

Benjamin – when his grandpa started calling him by his full name, Ben knew he was being serious.

Ben barely jumped into the Rust Bucket and closed the door behind him before Max slammed his foot on the accelerator, flying down the street so fast that the children were thrown back into the bedroom. Max looked in his rear view mirror and saw Vilgax slowly tearing his feet out of the tar.

"Ben, believe me when I say you do not want to pick a fight with Vilgax," he warned.

Ben stared at his grandfather suspicious, saying, "Uh…how do you know his name is Vilgax?"

"Maxwell…is there something you're not telling us?" asked Trixie worriedly.

Max looked hesitant to answer, staring at the children through the rear view mirror. Before he could come up with an answer, a couple of explosions went off right behind them, causing the children to be thrown around yet again. Ben pulled back the curtain and the three of them spotted two of the flying drones that Heatblast had missed shooting at them.

"Two robo goons coming at us fast!" yelped Gwen.

"Hang on!" Max warned as he turned the wheel sharply.

With Max's skill behind the wheel plus a little bit of unconscious luck from Gwen's charm, the Rust Bucket was narrowly dodging the hailstorm of lasers. But even no matter how fast Max went or how quickly he turned around the corners, the drones were still keeping pace with them. Gwen crawled her way to the front of the Rust Bucket, ducking her head under the random objects flying around the cabin, and pulled herself up to the passenger's seat.

"We can't keep this up forever!" cried Gwen as another explosion jolted the RV.

"Things are gonna get a whole lot worse if we don't get to Mount Rushmore," said Max, glancing at the drones in his side mirror and turning sharply to another another volley of lasers. Ben was in the back trying to get the Omnitrix working again, falling over after another quick turn, and Trixie dragged herself to the front as well.

"Why?" she asked Max. "What's so important about a large monument carved into a mountain?"

"Girls, this is not the best time to explain," said Max as another explosion went off beside them. "You're gonna have to trust me."

"That's a little hard to do when you don't explain everything," countered Trixie.

Another explosion caused the green-haired girl to be throw backwards and landed on her back at Ben's feet. She heard the familiar beep of the Omnitrix's recharge time ending and stared up at Ben, who had immediately raised the dial.

"Well, I'm not going down without a fight," Ben declared, causing Max and Gwen to look back.

The next thing they knew, Ben slapped down the dial and exploded in a burst of green light, transforming into Jetray.

"Yes!" Jetray cheered, pumping his fist.

As the Aerophibian waddled over to the door, Max turned around in his seat and cried, "Ben, wait, you can't – "

But Jetray had already thrown himself out the door, stretching his wings and gliding alongside the Rust Bucket before twirling back up into the air, making a beeline for the drones.

The Aerophibian effortlessly swerved around their lasers and landed directly on the front of one of the drones, smiling wickedly into its's bug-like eyes. When the second drone tried to shoot him off its partner, Jetray flattened himself against the drone's shell; the lasers narrowly singled the tip on his horns. The Aerophibian quickly stood up and returned fire with his own lasers, shooting the drone straight through the front and out the back, resulting in it spiraling out of control down on the street, almost hitting the Rust Bucket as it followed. Jetray curled his tail and shot his laser through the top of the remaining drone before flying off, watching it hop across two rooftops and crash in the middle of an empty street.

Jetray glided down near the wreckage, staring proudly at his work.

"Float like a butterfly, but sting like a Jetray," Jetray gloated.

But he was too busy bragging to notice that Vilgax was leaping across the city, following the signal of the Omnitrix, until the tyrant tackled Jetray to the ground. Because his body was so thin and lacked muscles, Vilgax was able to pin Jetray to the street with only one hand, leaning in close to the Aerophibian's face menacingly.

"Give me the Omnitrix," Vilgax demanded.

Jetray was slowly panicking from the inside, but calmed himself enough to charge his eyes and shoot his lasers into Vilgax's. The squid-face tyrant roared as he held his face, smoking slipping through his fingers, and Jetray used the chance to twist around and shoot right back into the sky. Vilgax rubbed his stinging eyes with the back of his arm, narrowed them on the fleeing hero, and bounded into the air after him. He tried to tackle the Aerophibian again, but Jetray caught on to his tricks and swooped underneath his outstretched arms. But nonetheless, Jetray could hide the expression of pure disbelief on his face.

"What is this guy?" he said astonishingly.

And as luck would have it, Vilgax just happened to land in the road in front of the Rust Bucket, making yet another crater in the street and forcing Max to slam down on the breaks just short. The squid-faced alien spun around and faced the RV, recognizing the vehicle that Ben had been using to travel across the country, and marched toward it. Max immediately pulls the Rust Bucket into a U-Turn and takes off down the road, much to Gwen's distress; the poor redhead clinging to her seat for dear life.

"Where are we going?" she asked desperately. "We have to help Ben?"

"We will," said Max, "but first we'll need some special help."

"Let me guess," said Trixie, pulling herself up again. "At Mount Rushmore?"

Max stays strangely silent, which unnerves them.

"Grandpa, you're really freaking me out," said Gwen, frowning.

Meanwhile, Vilgax had chased Jetray up to the rooftops and was running close behind the Aerophibian, break several buildings along the way. He leaps off the edge and soars overhead of Jetray, wrapping his massive arms to restrict the Aerophian's flight. The resulting crash unexplainably caused a building to explode even though there was nothing inside that would have caused it. At long last, Vilgax stands victoriously with Jetray struggling fruitlessly in his hand.

"I grow tired this," Vilgax hissed.

He reaches out one of his metal fingers and taps the Omnitrix Emblem on Jetray's chest, manually deactivating the device like Trixie. Once the light flashed, Vilgax leered at his now human opponent.

"Hey, how'd you do that?" yelped Ben.

"A child," said Vilgax lowly. "To think that the Omnitrix would fall into the hands of a mere child. No matter. I can finally claim my prize…."

Vilgax grabbed both side of the Omnitrix with his metal fingers and attempted to pry it loose, but the watch emitted a large surge of electric feedback that threw both of them in opposite directions. Ben landed face first into the ground while Vilgax was tossed into the wall of a building. The squid-faced warlord, however, merely shrugged it off and walked back to Ben.

"It appears the Omnitrix is already merged with your own DNA," said Vilgax.

Ben scrambled to his feet and tried to run away, but he didn't make it more than a few steps before Vilgax grabbed him by the back of his shirt.

"Uh…I don't suppose that means you're gonna let me go, does it?" said Ben nervously.

"Hardly," Vilgax hissed.

Through whatever technology he was using, the giant spike ball rolled up to them and opened. Vilgax tossed Ben inside like a sack of potatoes and stepped inside himself before it closed itself. With Ben and the Omnitrix now in his possession, Vilgax rolled his way back to his ship, destroying every building in his way.


And while this was happening, Max and the girls finally made it to Mount Rushmore when Max drove the Rust Bucket along a side road around the mountain, which did nothing to ease Gwen's nerves on top of worrying about Ben.

"Uh, I don't think tourists are allowed out on this road," Gwen said anxiously to Max.

"We're not tourists," said Max, shaking his head, "we're tenants."

"What does that mean?" asked Trixie, feeling equally worried about Max's suspicious nature.

Max doesn't say anything as they roll up to a road closure sign and stopped. The elderly man reached underneath the dashboard – Trixie tilted her head and saw him pressing a big red button that she never knew was under there. The remote seemed to be a wireless transmitter because the ground started to shake underneath them the moment the button was pushed, making the girls jump up and look around. When Trixie looked out the window, she realized that they were sliding underneath the ground and into a long, man-made tube with steel walls – they were riding an elevator! Gwen and Trixie said nothing all the way down – what could they say in a weird and freaky situation like this – and Gwen nervously glanced sideways at her grandfather, who was staring straight ahead.

The elevator finally stopped and the automatic lights flicked on, illuminating a massive underground facility. Gwen's jaw dropped but Trixie looked more perplexed than anything else. If she were to estimate the size of the facility, she would guess that it covered the entire mountain, meaning that Mount Rushmore was completely hollowed out and the rock faces were merely cover to keep people away. Just what is this place, Trixie asked herself.

Max silently stepped out of the Rust Bucket and down the corridors with the girls close behind. They entered a long room filled with nothing but storage compartments. Max walked up to one of the compartments, tapped the button above it, and opened the box with a soft hiss and a cold chill. Inside was a device that looked like a gun with a charger pack – Trixie gasped in recognition.

"A Sotoraggian conduction rifle," she said quietly.

But Max looked disappointed and closed the box. He opened another one several rows down and showed another strange device that Trixie recognized.

"A Galvanic Mechamorph decompiler," Trixie uttered shockingly. Max moved on to several more storage units, all of which Trixie could name off the top of her head. "A Rannian laser pistol – an Atomisian energy grenade – a Galilean gravity shifter – a kyber crystal energy sword! These are all alien weapons!"

"Okay, that's it!" Gwen shouted at Max with her fists on her hips. "We are not taking another step until you tell us what's going on? Why aren't we helping Ben? What is this place? And how do you know about that alien guy who's after Ben?"

"Well, it's kind complicated," Max said hesitantly when he finally found the compartment he was looking for. He strapped on a strange headpiece and whipped out a hulking cylindrical weapon that was nearly equal to him in size. "Let's just say I wasn't exactly your normal plumber before I retired."

Gwen didn't know how to respond to that….


While the Tennysons were gearing up to go to war, Vilgax had returned to his ship hovering over the bison-filled pasture with Ben in tow. He had tossed the boy into a ring-like device that immediately trapped his right arm and legs in energy bindings while he left arm – the one holding the Omnitrix – was locked inside a cylinder container. Vilgax stood smugly over his defeated enemy while Cetanu standing cross-armed by his side, her expression unknown behind that metal mask of hers, while her pet lurked in the shadows behind them. Ben was more than a little surprised to see Dr. Animo, but he was more worried about the cart that he was pushing inside the room that was holding a dozen sharp and pointy tools that looked more like torture devices.

"Do you see the face of your enemy, my daughter," Vilgax hissed at Cetanu. "A child. A weak and pathetic human child who used the Omnitrix as a play toy. A child that I defeated without incident. I hope you learn from this, my daughter, and understand how deeply you shame me with your weakness."

"Yes, father," Cetanu muttered in a strained voice; her Xenomorph pet snarled in the background.

"Who're you calling weak and pathetic?" retorted Ben. "I saved a lot of people by going hero."

"You hold the key to a power struggle so ancient, so vast, it is beyond your feeble comprehension," said Vilgax, leaning dangerously close. "Picture an entire army, each in command of an Omnitrix, all at my command. I will be invincible! I will rule the universe! And the only thing standing between me and my destiny is you."

"And uh, how – how are you getting it off exactly?" Ben asked nervously.

"Dr. Animo has done a wonderful service of restoring and improving my body," said Vilgax with a dark chuckle. "I'm certain he will do equally well in tearing yours apart. Doctor…." He said to the strangely pigmented human. "Take care of this whelp once and for all."

"It would be my most distinguished pleasure, my lord," said Dr. Animo giddily, a crooked toothy smile stretched across his lips, as he ignited an energy knife.


Max, Gwen, and Trixie returned to the Rust Bucket used the elevator to get back up to the road on the surface. Max kept the strange alien gun on the floor next to him while Trixie buckled herself in the passenger's seat. They could hear Gwen shuffling around in the bedroom, changing into her Lucky Girl outfit; they were heading into a big fight, so she figured it was a good time for her to get into Hero Mode as Ben called it. The Rust Bucket drove around the side road past Mount Rushmore when Max noticed Trixie shooting inquisitive glances at his weapon.

"This weapon is keyed into Vilgax's bio-signature," Max answered her unasked question. "Hopefully it'll take him down for good this time."

"This time?" asked Trixie. "As in, you fought him before?"

"There's a small red button under that cabinet," said Max, blatantly ignoring the question. "Press it."

Trixie hesitated for a moment, but did as she was told and pushed the button Max pointed out. A small hologram image suddenly flickered on the dashboard, showing a map of the state of South Dakota and a blinking red dot in the middle of it.

"GPS assisted tracking system," said Max automatically. "It's locked on the Omnitrix's energy wavelength. You navigate, Trixie."

"How do you know the Omnitrix's energy wavelength?" Trixie questioned absurdly. "I never once told you. Just who in the nebula galaxy are you, Maxwell?"

For the umpteenth time that day, Max chose silence over an answer as he turned out onto the highway.


Dr. Animo circled around Ben, humming happily, as he inspected the boy for the best possible way of delivering the first cut. Meanwhile, Vilgax turned to Cetanu and said, "Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.

"Dude, did you just hear him," Ben whispered to Dr. Animo when Cetanu left the room. "He's gonna blow up the earth. Are you just gonna let him do that?"

"Actually, yes," said Dr. Animo delightfully. "There's nothing left on this useless chunk of rock of any value and those cretins who shunned me and humiliated me will finally get what they deserve. Lord Vilgax has promised to take me with him, to serve him, and in return, he will provide me with an endless supply of alien DNA to do with as I please!" He cackled insanely for a moment before collecting himself. "Now be quiet. I don't want to get too much blood on the Omnitrix."

"Nggh…grandpa, where are you?" Ben moaned.


As it just so happened, his grandfather, cousin, and his (sorta?) best friend arrived at the top of a grass slope overlooking the bison pasture and the Chimerian Hammer that was hovering above it, making waves in the grass. Gwen – or rather, Luck Girl – walked up to the front of the RV once she had finished getting dressed and leaned against the windshield, gazing out to Vilgax's transport.

"There's the spaceship," said Lucky Girl.

"We have to get aboard," said Max.

"And how do you assume we are supposed to do that?" said Trixie. "Unless this recreational vehicle can fly."

"Oh, we'll be flying all right," said Max, smiling confidently. "You might want to buckle up, Gwen. It's going to be a bumpy ride."

Lucky Girl immediately shoves Trixie and squashes into the passenger's seat next to her, pulling the seat belt around them both. After the crazy day they've been having, she wasn't taking any chances.

Max hits a hidden button on the steering wheel, which pulls down the radio and reveals a whole hidden side of secret buttons. The elderly man pushed one, then Rust Bucket's bumper extends, spreads out, and coats itself in a bright-green energy shield like a battering ram. Max floored the accelerator to gain a significant amount of speed, Gwen and Trixie pressed into the back of their seat, and then they shot off a cliff at the edge of the hill, literally flying towards the side of Vilgax's ship –


Vilgax watches vigilantly as Dr. Animo moves in for the cut at last, lowering the energy knife at Ben's wrist in spite of the boy's constant struggling. Just when he though he could finally taste victory, something stopped them. It was a noise – a honking noise, like the one from a car. But why would a car be in the middle of the –

BOOM!

The Rust Bucket tears through Chimerian Hammer's wall like it was made of paper and rolls across the room at blionding speeds. Cetanu's Xenomorph was launched to one side, Dr. Animo shrieked like a little girl and jumped out of the way, dropping the energy knife, and Vilgax took the full brunt of the Rust Bucket's bumper. The RV carries the squid-faced tyrant and slams into the opposite wall. The Rust Bucket rolls in reverse, narrowly running over Dr. Animo a second time, while Vilgax shakily pulled himself to his feet. The ship's sirens wailed in the room and the automated system announced, "WARNING! HULL BREACH! POWER SURGE!"

But Vilgax paid no heed to the warning. His blazing-red eyes narrowed on the Rust Bucket as the door was kicked open and Max stepped outside, hauling the massive rifle against his body. A brief flash of recognition crossed Vilgax's face.

"Tennyson!" Vilgax hissed at Max.

"Paws off my grandson, Vilgax!" said Max.

Max pulls the rifle's trigger, firing a concussive beam of blue energy that hits Vilgax squarely in the chest and blasts him out of the room through the metal wall in a fiery explosion. With Vilgax neutralized, Max drops the rifle and rushes over to Ben's side just as Lucky Girl; and Trixie hop out the Rust Bucket. Lucky Girl runs over to her family, but Trixie pauses for a moment, staring at the discarded rifle uneasily before joining them. Ben was staring at his grandfather wide-eyed while the elderly man inspected the containment brace around his arm.

"Grandpa, you know that guy?" Ben asked quietly, stunned with disbelief.

"It's a long story," Max answers quickly.

Before they could attempt to break the containment brace, a surge of electrical feedback ripped across the surface. At the same time, Trixie suddenly dropped to her knees holding her head in her hands with a pained grimaced. What happened…well, if they were being honest, Max and Lucky Girl didn't know what happened.

Without even touching the Omnitrix, Ben suddenly morphed into Fasttrack for a brief second before his body contorted into Diamondhead, and into Articguana. At the same time, Trixie's body began to shapeshift involuntarily, taking on the shape of Heatblast, Jetray, and Pesky Dust. Only her transformations were different than the partial sequence in the past – when Trixie transformed into Heatblast, both of her arms were covered in molten rock and her hair was a curtain of green flames. When she became Jetray, she had the wings under her arms along with glowing green eyes and sprouted a pair of horns out of her skull. And when she became Pesky Dust, her skin turned a shade of periwinkle blue, her hair stood up on end, and her eyes were pure green.

"What's wrong with them?" gasped Lucky Girl.

"The power surge must have affected the Omnitrix," said Max. "And since Trixie has a psychic link to it, the feedback must have affected her as well."

"But why are her transformation so different?" asked Lucky Girl.

"They surge must have forcefully evolved them," said Max thoughtfully, "like they did with that Kevin boy in New York."

"What do we do?" said Lucky Girl, panicking.

Thankfully, Arctiguana transformed into Rath and the hulked-out alien ripped his arm free from the containment brace before another transformation could occur. His pulled his arms and legs free from the energy bindings, then grabbed the main body of the device and tossed it at the wall, close to where Dr. Animo was hiding; the former scientists squeaked in fright. Trixie transformed into Diamondhead at that moment with both of her arms encased in crystal and her hair resembling a waterfall of diamonds. Thankfully, the transformations seemed to stop temporarily and was grateful to Lucky Girl for picking her up.

"You okay?" asked Lucky Girl in concern.

"That was almost as bad as Maxwell's cold remedy – almost," Trixie groaned.

Just then, Cetanu appears through the door, looking around at the destruction, and shouted, "What in the name of the Great Hunt is going on in here!"

"They're plotting to escape!" Dr. Animo cried from his hiding spot. "Quick, you must capture them before – "

Trixie – who had transformed into a half-version of Arctiguana – breathed a chilling mist over the mad doctor, who shrieked before he was flash frozen in a block of ice.

"You really need to uh…chill out," said Trixie, looking to Lucky Girl. "Did I get the banter part right?"

"It's getting there," said Lucky Girl supportively.

Cetanu roared furiously as she drew her duel wrist blades and charged at the Tennysons, slashing the air as she made her approached. Rath bellowed an equally powerful roar that shook the room and rushed headlong to meet the Yautja warrior halfway. Cetanu and Rath swung their arms around at the same time; the Yautja was aiming for his throat while the Appolexian was driving his fist into her mask. But just as they were about to connect, Rath suddenly morphed again and transformed into Ghostfreak, slipping through the Yautja warrior's body. Cetanu stumbled over her feet in surprise and ended up falling face first into the floor. The Yaujta growled frustratedly, slamming her fist in the floor.

Cetanu wheeled back up to her feet faced Ghostfreak, contemplating how she would go about attacking an alien with no physical form, when she felt a pair of tiny hands clawing over her mesh armor. The hunter snapped her head to her left shoulder and spotted a tiny Galvin clawing the strap of her breastplate; it was Trixie in full Galvin form.

"Oh, don't mind me," Galvin-Trixie squeaked. "Just thought I'd grab a little something."

And before Cetanu could squash her like a big, Trixie reached out for the Yaujta's mask and pulled the tube connected to rebreather. The tiny Galvin was blown away by the strong slow of air that escaped the tube, but transformed into a half-Pyronite again, falling flat on her stomach. Cetanu grasped her throat in a panic, taking deeper and slower breaths as she stumbled drunkenly around the room. She leaned against the cart with the torture devices that Animo had brought in, falling sideways and dragging the cart with her, throwing all the tools on the ground with a clatter.

With Vilgax defeated, Dr. Animo on ice, and Cetanu unconscious, that only left the Xenomorph. Cetanu's pet was gingerly rising to its feet, shaking its elongated head free of the dizziness from getting run over by the Rust Bucket, and searched the room again. The moment its unseen eyes spotted its master, the Xenomorph snarled in righteous anger and bounded across the room, flying directly towards Lucky Girl. But by a stroke of good luck (whether or not it was done by magic), Ben transformed again and became Buzzshock. The Nosedeenian zipped in front of Lucky Girl and blasted the Xenomorph with a supercharged bolt of electricity. The Xenomorph was thrown backwards with a panicked shiriek and was thrown out the hole the Rust Bucket created in the side of the ship, sending the alien pet plummeting back to Earth.

"I hope he knows how to land on his feet," Buzzshock cackled humorously.

Unfortunately, it was too early to celebrate. The Chimerian Hammer had taken a lot of damage from Max's stunt and was now noticeably falling, tilting its body sideways; the Tennysons stumbled but managed to keep their balance, but Cetanu and Dr. Animo slid across the room and against the wall with loud thuds. None of them noticed that large crack that formed in Dr. Animo's cube….

"We've got to get this ship under control," said Max, running over to the nearby console.

"He can fly a shape ship?" Buzzshock asked Lucky Girl astonishingly.

"At this point, nothing surprises me," said Lucky Girl in a dry tone.

At it turned out, Max did know how to fly a space ship – or at least knew who to read alien language enough to understand how to work a computer. But while his attention was solely focused on the console, he didn't notice a tall shadow with burning red eyes appearing through the hole in the wall; not until they grabbed Max by his shirt and tossed him onehanded across the room. Max landed hard on his back near the hole in the side of the ship, but stopped just short of falling out. Buzzshock and the others swiveled around as the looming threat appeared through the smoke – and Vilgax looked livid.

The tyrant crossed the room in a few short strides towards Max when Pyronite-Trixe launched herself at Vilgax, raising her molten arms over her head. Vilgax nonchalantly swatted her out of the air and knocked her into Buzzshock. He didn't seem to care about Ben or the Omnitrix in this moment; his eyes were focused solely on Max. As he stood over the retired plumber, Vilgax brought his metal foot down on top of the old man, which was big enough to cover his whole chest.

"Grandpa/Maxwell!" the children cried out.

"Your weapon won't help, Tennyson," Vilgax hissed at Max. "As you can see, I am much stronger than in our last encounter."

"Stay away from him!" Buzzshock screeched; his voice had become so high-pitched that Lucky Girl had to cover her ears.

The Nosedeenian charged at Vilgax, but there was no visible way that he could do any real damage with his small body. Luckily, just before he tackled into the squid-faced menace, Buzzshock unknowingly morphed in Rath again and the two of them fell through the hull breach.

"Ben!" shouted Max and Lucky Girl.

As she watched her beest friend fall, Trixie didn't even pause to think; she jumped out and dived after them. Luckily, Trixie unconsciously transformed again during midfall and activated the Aerophibian DNA. She closed her arms to dive fast until she reached Vilgax and Rath, grabbing the latter by his shoulders. Vilgax stared at the two of them before Rath let go and left the squid-faced villain to fall to the ground like a meteor. Trixie stretched out her wings and the two of them glided towards the Mount Rushmore monument, not realizing that they had been close by.

Just as Trixie dropped them off on the head of Theodore Roosevelt, Rath's body contorted and started changing shape, causing Trixie to lose her grip and drop him near the former president's nose. But fortunately, Ben's next transformation was Pesky Dust, which allowed him to fly back up to Trixie's level, waving at her in a playful way.

"You know, I usually give this alien a bad rep," said Pesky Dust, "but I think he's starting to become one of my favorites."

"Told you," said Trixie, grinning.


Meanwhile, the Chimerian Hammer was still falling out of orbit. Max and Lucky Girl were standing near the consule trying to find a way to get the ship back up, her the screen kept flashing red in alien text, which Lucky Girl could only assume was a bad thing.

"It's no use, the ship is too damaged," said Max. "We have to get out of here."

Max started running back to the Rust Bucket with Lucky Girl trailing behind, not at all happy to be going back inside the screaming metal deathtrap. But just as Max opened the door, he was struck in the back by a concussive beam of blue energy that instantly knocked him unconsciously, leaving him lying facedown on the stairs. Lucky girl gasped and spun around. Dr. Animo had broken free from his ice prison, dripping weapon and covered in ice shards, wielding the energy rifle that Max had brought onboard to fight Vilgax.

"You're not going anywhere!" he declared, and fired on Lucky Girl.


Pesky Dust and Aerophibian-Trixie glided up until they were standing on top of President Roosevelt's head.

"So any ideas on how we're supposed to fix this?" Pesky Dust asked Trixie, pointing to the Omnitrix emblem on his chest.

"I think the surge activated the randomizer sequence," said Trixie, leaning forward with a critical eye. "Maybe if I just – "

But before Trixie could fiddle with the Omnitrix, Pesky Dust noticed a large blur flying out of the forest below and flying in their direction. The object landed behind them and suddenly Vilgax stood over the shapeshifting duo in all of his imposing might. Trixie launched herself into the air swiftly and Pesky Dust tried following, but his current form wasn't fast to escape and Vilgax wrapped his metal fingers around the Nemuina's tiny chest.

"You are certainly an annoying little pest," said Vilgax. "But no longer…."

Vilgax stretched his hand out to take the Omnitrix when Trixie noticed her friend in trouble and swerved around into a dive. Just before she reached them, Trixie's body once again morphed against her will and suddenly vanished in a black-and-blue blur of motion. The blur passed over Vilgax's hand and the squid-faced tyrant suddenly realized her was clutching nothing but air. He leered furiously as he turned around to face a Citrakayah-Trixie – her hands and feet were covered in blue fur with a black fur eye mask over her face in addition to her black-and-blue dyed hair. She was clutching Pesky Dust under her arm, who looked ready to vomit.

"Maybe I can give you a run for your money," said Trixie. "Hey, my banter's getting better."

Trixie set Pesky Dust down as, quick as a flash, zipped away in the opposite direction.

"You cannot hide from me forever, child!" Vilgax declared. "I will have the Omnitrix with you as my slave!"

"That's never going to happen!"

Vilgax only glances over his shoulder for the briefest moment as a trail of dust kicks up around the other presidents' faces with Trixie zoomed along in front. With her running at a rate of five hundred miles per hour, there would be a lot of kinetic energy built up behind her, Trixie thought, enough for a megaton punch. The half-Citrakayah raced up to Vilgax's legs and threw both of her fists forward; the impact carved a deep scar in the top of the monuments that must have stretched over twenty feet. But when Trixie took a step back, she realized that not only were her hands throbbing painfully, but Vilgax hadn't even flinched from her punch.

"Ooh, I'm going to feel that tomorrow," Trixie groaned, falling to her knees.

"For you, there is no tomorrow," Vilgax declared menacingly.

The strange cylinders that had been in Vilgax's arms the whole time sudden injected themselves under his skin, expanding his muscles even more. The squid-faced conqueror raised both fists over his head and swung down over Trixie's head. Trixie only barely zooms out of the way in time as Vilgax's fists smashes the stone underneath, completely demolishing President Roosevelt's face off the side of the mountain. Even after the devastation he caused Vilgax still chases after Trixie, suddenly becoming fast enough that he can match her pace. He repeatedly swings his arms back and forth while Trixie only just manages to dodge in time.

"You can't escape me!" said Vilgax.

Trixie attacks to return her own punch after dodging hiss, but Vilgax's quick reaction time allowed him to avoid the strike and grab the girl by the arm. He spun her around a couple times to disorient her before throwing Trixie into an uprooted rock. Trixie moaned painfully as she fell forward and changed back into her human for before she even hit the ground; the randomizing effect must have worn off for her.

Vilgax marches over to his downed prey when he glanced to the side and raised his bulging arms to block a hailstorm of shards flying at him. Diamondhead charged ahead at the squid-faced menace shooting numerous silicon shards, yelling, "Get away from my friend!" Vilgax brushed the shards off and took a swing at Diamondhead; the Petrosapien ducked underneath the bulging bicep while transforming his hands into pointed blades. He stabbed at Vilgax's legs with both hands, only for the silicon to break off, leaving his with two stubs for hands.

"Aw man, I guess I should have seen that coming," Diamondhead grumbled as he regrew his hands.

Vilgax swiftly snatched the Petrosapien off the ground by his face and slammed him to the ground, making a deep crater in the top of Thomas Jefferson's head. Vilgax took his hand off Diamondhead – his silicon body presented with multiple cracks – and then brought down his other fist for a sharp punch to chest. Diamondhead covered his face in fear, not realizing that he was morphing when Vilgax's fist slammed the ground. When he realized he wasn't pounded into paste, he moved his hands away and realized he had transformed into Ghostfreak at the last second.

"Yes!" Ghostfreak cheered in a ghostly whisper. "Sometimes I love this watch!"

While Vilgax's hand was stuck in the rock, Ghostfreak took this chance to slip away, grabbed Trixie, and floated to safety. As soon as Vilgax freed himself, the enhancement technology wore off and his muscles retracted to their normal size, exhaling steam as it did. While the warlord considered chasing after the two, when he heard a deep rumbling in the sky and turned around, spotting the Chimerian Hammer as if flew over the mountain and began to descend into the forest below. Vilgax growled angrily – yet another thing that the wretched boy had taken from him. And just when he thought it couldn't possibly get worse, Vilgax saw the Rust Bucket smash through the back of his ship and land safely on the ground while the Chimerian Hammer was torn to pieces. The squid-faced warlord narrowed his eyes on the RV and flew across the forest in a single bound.

Vilgax landed in front of the Rust Bucket with an earthshaking thud and stampeded over to the RV with every intention of tearing it apart piece by piece. But the Rust Bucket's door flew open upon his approach and it wasn't Max or Lucky Girl that stepped out. It was Dr. Animo; his weak little body was struggling to drag the unconscious Cetanu to safety when a shadow was cast over him and he craned his head back to stare into the face of his master.

"My lord, thank goodness you are well," said Dr. Animo, sounding quite relieved. "I had almost feared you were – "

"I was what, Animo?" Vilgax hissed dangerously.

"Uh, nothing, nothing, my lord, I had complete faith in you," Dr. Animo stuttered fearfully. "Um…I mean, you'll be happy to know that I have not only saved your precious daughter, but I also brought you a couple gifts."

The yellow-skinneed doctor gestured his head inside the Rust Bucket and Vilgax leaned down to peer through the door. There was a glint of delight in his eyes as he chuckled victoriously….

Meanwhile, Ghostfreak and Trixie had been hovering around the monument running from Vilgax when they had noticed the Chimerian Hammer crashing into the ground and started flying that way.

"Oh man, I hope those two are all right," whispered Ghostfreak.

"After all the crazy things I've seen Maxwell pull today, I have no doubt they are all right," said Trixie certainly.

But when they approached the Rust Bucket, they found the RV completely demolished. Three of the wheels had been snapped off, the windshield was busted open, the bumper had been torn off, and several panels had been ripped out of the sides. Ghostfreak gently set Trixie down on the ground and floated inside to investigate. The interior of the Rust Bucket looked just as bad as the outside – the whole place had been completely torn apart, and the toilet somehow found its way into the driver's seat.

"Grandpa? Gwen? Are you in here?" Ghostfreak called.

The Ectonurite started to look through the bedroom when he heard a frightened scream outside – it was Trixie!

Ghostfreak phased through the back of the Rust Bucket and his one eye went wide with a terrified gasp. Vilgax stood with one foot pressing down on Max's back while he was holding Trixie in the air by her head; the green-haired girl kicked and flailed, but his grip was too strong. Next time him, Dr. Animo was holding Lucky Girl with an energy knife at her throat, her lucky charm tossed on the ground. Whether it was because of the randomizer or because he willed it, Ghostfreak unconsciously transformed into Rath and unleashed a furious roar that made Dr. Animo's hair stand on end. Vilgax was unimpressed.

"Let me tell you something, Vilgax!" Rath snarled. "If you hurt them, Rath will – "

"You will do nothing if you wish to keep them alive!" Vilgax declared firmly. He squeezed his hand to emphasize his point, causing Trixie to cry out as his metal fingers closed around her skull. Rath snarled like a dangerous predator and clenched his fists, but did not move. "It's your choice, boy. You or them."

Rath's first thought was to ignore Vilgax's threat and tear the squid alien's head off, but Ben's common sense somehow overwrote the Appoplexian's hardwired instincts and bowed his head in surrender. Vilgax takes his foot off Max, but holds on to Trixie in case Ben intended to double-cross him. The Appoplexian was still bowed with Vilgax approached and did not resist when he manually deactivated the Omnitrix, returning Ben to his human form.

"How noble," Vilgax hissed mockingly. "I won't deny that you have been a challenge, Ben Tennyson, but it is over."

"I'll go quietly," said Ben in a defeated voice. "Just let my family go."

"Tennyson and his spawn are free to go," said Vilgax, then he held Trixie into view. "But the girl stays with me."

"What? That wasn't the deal!" shouted Ben.

"The deal is what I choose it to be!" said Vilgax. "I have no use for Tennyson, but this girl is an invaluable asset. I will pry the secrets of the Omnitrix out of her, even if it kills her."

"I'm warning you," said Ben, baring his teeth. "If you hurt her, I will end you."

"With what?" Vilgax questioned tauntingly. "You have thrown every alien at your disposal and you could do nothing to harm me."

"Not every alien," said Ben, his expression turning serious. Ben activated the Omnitrix – Vilgax didn't even try to stop him, believing he was already victorious. Ben scrolled through the wheel until he found the one alien he had yet to use, the one alien Trixie begged him not to use. "I'm sorry, Trix, but I can't keep my promise anymore."

"No…Ben…don't…," Trixie pleaded desperately.

But her words fell on deaf ears as Ben, letting out a deep, shaky breath, slapped down on the watch.

There was another brilliant flash of green light as there always was, but there was something different about it this time – it was even brighter than normal; one could claim that it can even be seen from space. When light finally diminished and the new alien was revealed, it was Vilgax's turn to look terrified. He unconciuously dropped Trixie on the ground and took several steps back, his expression filled with terror.

The new alien was a tall humanoid whose entire was solid black except for the white outline around it, splattered with tiny stars. The Omnitrix symbol was branded on its chest with soldi green eyes and three curved horns protruding from its forehead. The strange new alien hovered a foot off the ground, staring deeply at Vilgax, who had fallen back beside Dr. Animo, who looked disturbed to see his master so frightened.

"No…it's can't be…," Vilgax gasped. "A Celestialsapien!"

"SECONDED!" the alien declared, which sounded like three voices in one. "ENEMY STOPPING MOTION CARRIED!"

The starry alien raised his right hand, palm up, and suddenly generated a wide beam of blue energy completely out of nowhere. The beam expanded to an unbelievable size in less than a second, cover the entire forest faster than anyone could blink. Max, Lucky Girl, Trixie, and the surrounding forest were unaffected by the beam – in fact, all their injuries seemed to instantly heal up. But the wreckage of the Chimerian Hammer behind them disintegrated piece by piece until the only proof of existence was the hole it had made upon landing. Cetanu was next to be torn apart and cast in the wild, followed by Dr. Animo, who pleaded for his master's aid before he too vanished.

Vilgax was the last to be affected by the alien's power. Though he put up a valiant struggle and even managed to hold himself together for a few seconds, he was easily over power and began to fade away from the feet up. As the disintergrating effect rose past his chest, the warlord leered at the alien and cried out:

"TENNYSOOOOOOOOOON!"

And then he was gone. Vilgax had been defeated in an instant.

Max and Gwen stared at the spot where the warlord had vanished, mouths open in awe, then turned back to Alien X. The star-patterned alien had dropped his arm and resumed floating off the ground, unmoving.

"Wow, not bad for a doofus," said Lucky Girl, elbowing Alien X playfully. "You should consider using this alien all the time." She stared up at Aline X, expecting some kind of joke or pun, but her cousin was surprisingly silent. She waved her hand in front of the alien's face and said, "Hey, Ben, are you listening to me?"

"He can't hear you," Trixie said in a low, anguished tone.

"What do you mean?" Max asked, concerned. "What's wrong with him?"

"The Celestialsapien is the most powerful being in the universe, able to bend reality to its whim," Trixie explained, trudging over and staring up at Alien X. "But it comes at a terrible price. Inside the Celestialsapiens are two opposing forces that have arguing with each other for all of eternity. The Celestialsapien can only use its power when both sides agree on something. That typically means the Celestialsapiens spend centuries without even moving. And now Benjamin inside there with them, locked in the middle of their personal war."

"What're you saying?" said Gwen, fear starting to bubble up in her stomach.

"I mean…there's a very likely possibility…that Benjamin is never coming back to us."


Okay, after a lot of procrastinating, I finally got around to writing the first part of the season finale. A lot of people were wondering why Ben initially only had nine aliens in the original set (not counting Buzzshock, who came later) and it turns out to be Alien X. Yep, taking a plotline from AF and bringing it back to the original. I feel this would teach Ben a great lesson early on about the dangers of his own power. And before you ask, the bad guys weren't killed off – Ben doesn't have it in him to kill people – they were merely sent somewhere far away and won't be seen for a long time.

And in the next chapter, we beginning a secondary plot that will carry throughout the entire series, finally culminating to an epic revelation in the series finale. So don't miss it!

Next chapter: Secrets, Part 2 – Forever