Things happens alot for our hero Ryan McCrimmon. After overestimating his powers, he as Clockwork warped himself and his two doubles to an alternate reality where he doesn't even exist. Who takes his role as a hero is a 10 year old red-haired girl named Gwendolyn D. Tennyson, who used its powers under her alias Hero Core to defend Bellwood, an alternate New York City. To his marvel, Hero Core and her team, the Hero Agents, bested Warlord McCrimmon but then encounter their villains, Casey Animal aka Chimaera, a young girl mutated by the powers of the Xenomorphic Omnimatrix created by Gwen. They were best friends but soon became enemies due of the powers and ideologies. Thanks to Warlord McCrimmon's dog, armed with its own Omnitrix that turns it into predators and followed him using a Time Beast, Casey sampled and splice predator DNA with her Xeno Beasts, making her more powerful. Warlord McCrimmon and his dog were defeated afterward and taken away by Chronos Spanner, a Time Police. Both Ryans decided to stay due of their strong desire to help those in need, believing that Casey was under control of the Xenotrix, this streaming from the idea of his aliens being real people inside the Omnitrix. Ryan and Ry-23, while in Gwen's world adapted the ego of Hero Time and Gyro Time respectively, trained to master their alien forms and battle unimaginable foes such as the Circus Freak, group of bizarre mutants who takes their jobs in dark manner, Thu'um, an Osmosian who commands the very will of Earth itself by her voice, the Skullgang, mercenaries who used illegal weaponry in both human and alien origins, a much stronger and twisted version of Vilgax and even Emperor Panzer and his Triple Threat. 2 months he spends on that world and proven his worthiness of the Omnitrix. However, when Ryan returns home, he realized his world had changed.

"What happen?" asked Ryan as he stands on the hill that parallels the hill from Bellwood when he left. But the entire San Francisco is completely different; improved and changed with futuristic tone, Alpha, Whisper and Nano-Assassin' faces are everywhere and there's starships docking every bays. The Golden Gate bridge has missile silos and turrets. It's so changed, the dark sky matched the feeling. "I...I thought it's 2 months?" he baffled, a swirling feeling of guilt and failure throbbed his heart. He fell to his knees crying. "Chrono Spanner was right! I should've just left when he asked me to!" He carefully maneuvered to try and find his house. That's when the Omnitrix suddenly started beeping.

"I'm getting a PLUMBERS signal. Hold on, I'm tapping in the wave length…" said Dan.

"Cadet Melody, where are you? Omni-Drones are closing it!" said a voice Ryan didn't recognize.

"Omni-Drones?" Ryan wondered. He then hear a familiar yet different voice.

"Almost there, Magnus. Give me 10 minutes! *sounds of laser fires*"

"Halt, Melody McCrimmon! You are violating Alpha's Laboratory. Law #10: Those who defile- *sounds of object slamming its face* Bzzzttt."

"Tell Alpha he can kiss my big fat ass! *weapon fired* And that's for my cousin!"

"It's Melody!" said Dan.

"Is there a way to patch in and talk directly?" Ryan asked.

"No but I locked on her signal. We can get there if we use Jetray or XLR8." said Dan. Ryan activated the Omnitrix and emerged as Lightspeed.

"Even better!" he dash off at Mach 3 and zoomed across the altered city. By his POV, he can see many people enslaved while other forced to co-exist with other aliens to get a job. There are many of whisper's kind, meaning she just reproduced. He then spotted a warehouse and dash in to find an empty room. "Where is she?" he asked before the floor exploded then a soldier at the height of age 12 jumped out with a jetpack and land next to him. She noticed Lightspeed and aimed her gun.

"Alpha! Finally some payback!" she start shooting at him and they hurt, like it was meant for aliens. It took a moment, but Ryan eventually recognized the soldier's voice.

"Hey doofus, my symbol's brown remember?" BWOOSH! Lightspeed turned back into Ryan.

"R-Rya… No! Alpha can mimic anyone with a single DNA! Prove something only I know about Ryan!" she demanded.

"Like I need some proof to a crazy Mew Mew dingus, you nerdy doofus!" scoffed Ryan. the soldier removed her helmet, revealing Melody now age 12. Her hair was cut short and has a scar across her cheek but it's small. Her eyes are overflowing with tears and she sniffed few times before tackling Ryan with a hug.

"YOU'RE ALIVE! Ryan…. I missed you…. Bwwwaaaaahhh!" she cried.

"I'm back, Melody. What happen here?" he asked before the Omni Drones jumped out. They all look like Simdroids but bulker and bigger, each having aspect of different aliens.

"Warning! Level 5 Threat detected!" they said.

"You leave her alone!" he suited up in his Omni-Suit and did a roundhouse kick, which knocked all their heads off. He land and hammered the floor, shattering them and they all fell down.

"Whoa! How did you get so strong!?" Melody gasped.

"Talk later. Where's Grandpa and the others?" he asked.

"At Mt. Rushmore. We can get there with XLR8 but the road are sealed off now." she said but Ryan transformed into Magic Moth and began locating the Mana signature. "Ooooh~! A butterfly! Wait, when you get that?" she asked.

"Got them!" Magic Moth swung his claws and produced a magic barrier before they vanished. They soon re-appeared within the Communication Room of Mt. Rushmore, startling everyone.

"It's the Omnitrix Enforcer! Shoot him!" they all fired their guns but Magic Moth blocked them with energy barrier then gave a telepathic link as he yelled.

"Hold it, it's me!" he yelled.

"Me who?" asked a woman.

"Wait, this feeling.." said Magnus.

"RYAN!" Mina shoved everyone aside, smashed the barrier and tackled him with a hug.

"Whoa." said Dan.

"M-Mina, let go!" he gasped. BWOOSH! He turned back into Ryan. "Especially now!" Mina let him go. "Funny. I've had the Omnitrix unlocked for ages and I still haven't turned into your species." He joked. "How long has it been for you guys? I set my return from my friend Gwen's dimension for two months ahead."

"Two months? It's two years." said Magnus.

"Say what?" he asked before Melody grabbed his collar and glared at him.

"Set your return two months ahead? ARE YOU WACK!? Are you telling me you stayed in an alternate dimension for 2 f****ing months?!" she yelled.

"Careful your tongue, Melody." said a voice. Ryan turned and gave a tearful smile as Charles walked out, with a robotic leg and arm. "Kiddo, you made it." he smiled.

"Grandpa!" he tackled him with a hug.

"Now tell us. What happen after Whisper had you in your spell?" he asked. The scene switched to the Mess Hall as Ryan chow down his favorite food.

"We went to this other dimension, the one I visited before. The one where that Ryan started with 23 aliens instead of 10. Anyway, I was fortunate enough to be broken from the spell by the Ryan we kidnapped, well 'I was forced to kidnap' is a better term, but Alpha had the bright idea to turn into Humungosaur, which is my name for that giant dinosaur alien we saw Azmuth as on Primus, which caused the ship to dump me and Ry-23 out as we came to the next dimension. There, I've not only got a major superiority complex, but I've decked myself and my Omnitrix out with spikes anyway, after that, there was this complicated incident with Gwen's friend Casey, for whom Gwen had built an Omnitrix-like device so Casey could become animals. Long story short, it's be one hell of an adventure." That's when Ryan's eyes fell to the right pocket of Melody's jacket. Something was causing a lump there. "Mels, what's in your pocket?"

"Huh? Oh!" She pulled out a turned off Omnitrix Core. "I managed to steal the Core Matrix. We were originally gonna make an Omnitrix- Wait a minute, who is this Gwen? Your girlfriend?" she sneered.

"As if, Dweeb. She's 10 and she was like you except she's not obsessed with cats, even though she dressed like one, and is a badass." he grinned.

"So you got beat in mastery of the Omnitrix by a 10 year old." Magnus and the others began to laugh.

"Ha ha ha, well this noob just helped save that alternate Earth and I have 100 aliens!" he grinned.

"100?" asked Charles.

"Yep and my Omni Suit boost my powers by 2!" he boasted before Melody hammered his face on his pizza.

"Still doesn't excuse for abandoning us!" she yelled. Ryan lift his head up and glared at her.

"How am I supposed to know 2 months in one dimension means 2 years here?!" he argued.

"Anyway, we need to stop Alpha and Whisper. Ideas?" asked Dan.

"I can use Alien X!" he suggested.

"Remember when you used them on Jack? You took too long on debating." frowned Melody.

"Jack?" asked everyone.

"Long story." said Ryan, remembering his attempt to use Alien X to curb Jack during another energy episode. "But if we're gonna stop Alpha, you're going to need a base for that matrix core. I'm going to need all the help I can get when it comes to hero time." He activated the Omnitrix. "By the way, is Azmuth still around?" He asked as he dialed through the aliens.

"He's been silent for years. He really felt like it's all his fault." said Charles.

"I'll go with you!" Mina hugged Ryan and his face is stuck in her breasts. He break free and panted.

"Easy, okay? So tell us where to hit first?" he asked.

"First, you need to get rid of Whisper. As long as she's around, she'll capture us under her spell." said Charles.

"Her lair is….in Las Vegas. And it's filled with alot of female guards and a female version of you who can transform into a fusion of Predator and Prey." said Magnus.

"A girl me? Oh great!" moaned Ryan. But he got an idea. "Anyone got any infrared glasses?" He asked. "The hypno-waves might bounce off."

Afterward, Ryan as Hero Time, Melody, Magnus and Mina are arriving at Las Vega via a PLUMBER Tank. Mina was driving and Ryan listening to the record messages about Las Vega and the mission.

"Okay, we go in, get Whisper's attention and I'll take her on as Big Chill. Moth to moth!" he said.

"Won't it arouse her if she sees a male moth?" asked Melody.

"Necrofiggian are intersexual. They're both male and female, so I doubt it'll arouse her." said Dan.

"Too much information." complained Magnus.

"We're almost there." said Mina. They drove into the street and turn several corners before arriving at the large hotel building. They parked and the moth guards surrounds it.

"PLUMBER, you are foolish to-" before he finished, Mina jumped out and closed the door.

"Don't come out, guys!" she warned as she stand on the roof.

"Why?" asked Ryan.

"Ryan, you're lucky your suit has a helmet." said Melody as she wore her helmet.

"Oh, remember Gwen's G'nomekian form? She named her FlaTaurus." Dan reminded him.

"Fla-Oh my god!" complained Ryan before they heard a thundering tuba for a brief 3 seconds then all the moth guards start screeching in horror and coughing before it becomes silent.

"All clear!" said Mina. The rear door opens up and the duo walked out while Magnus clogged his invisible nose.

"Damn, Mina. You had to eat all the ramen." he complained.

"I'm sure Ryan didn't mind~!" she cooed.

"I do. Personal space." said Ryan as he pushed her 2 feet back. She grew sad and pouted as she followed the group, walking over dead corpse of Cryptic.

"Hey Dan, can't the Omnitrix revive these guys-slash-gals? And speaking of reviving, remind me later I need to call Azmuth. If he and I as Grey Matter work together, maybe we could take less time to build that base for the matrix core Melody stole from Alpha." Little did Ryan know, Dan was way ahead of him, and transmitted a signal to Galvan Prime. Ryan's mention of building the base fed through.

"Sure. Uh, the moths aren't Necrofiggians. They're Whisper's so screw them!" said Dan.

"It wasn't that bad." said Mina.

"Sheesh, why I kept meeting gassy girls?" muttered Ryan then order the group to hide as a large Omni-Drone stomped by then check around. "Okay, Magnus, you and Mina make a distraction. Melody and I shall storm to the penthouse. I bet that's where Whisper is." said Ryan.

"How? With Ghostfreak?" she asked.

"Uhhh… I don't have him anymore." Ryan nearly shuddered at the memory of the Ectonurite's escape from the Omnitrix. "But Big Chill will make it up." Ryan activated the Omnitrix and becomes a Necrofiggian. Mina nodded then stomped out and grabbed the Omni-Drone and threw them against the others.

"COME ON!" she yelled.

"Intruder! Intruder!" they chanted as they gather around before being blasted by Magnus. As they distracted them, Big Chill grabbed Melody then flew his way up to the ceiling, turn intangible with his cousin and phase through their way until they arrived at Whisper's next. He becomes tangible and fold his wings.

"Hello, innocent prisoner." quipped Big Chill. Whisper got startled as she was having a massage from a female Ryan and turned to see Big Chill. "Just keep calm and everything will be fine."

"Do I know you?" asked Whisper before she got blasted by ice vapor and pinned on the window in ice. "Argh!" she growled as she began breaking out of the ice.

"You tricked me in freeing you." said Big Chill.

"Ryan!" snarled Whisper as she broke free before smiling. "Surprise to see you alive. See, about that, it was Alpha. He's the big mastermind." she cooed.

"Nice try but your cooing won't work on me anymore!" said Big Chill.

"Ugh. slave, kill him." she snapped her finger.

"Oh no you don't!" Big Chill exhaled and froze his female counterpart's Omnitrix in ice. "Seems the workings of your Omnitrix have….frozen." The Necrofriggan quipped.

"Ugh, you still have Nemetrix." she moaned as her red collar reveals to have a Nemetrix and she transformed into a Psycholeopterran.

"Can you resist HER hypnosis?" asked Whisper as Hypnotick produced the red powder and flapped her wings to produce hypno wave but Big Chill's Omnitrix immediately equipped him with infrared visor.

"Yes, I can!" he grinned as he slapped his Omnitrix and began to summon Shockrock's powers, encasing his torso and arms with armors then surged with electricity before wrapping around his head and wings, making it like a Eskimo warrior and his wings are now acting like jet wings with mounted ice turrets. "TAKE A CHILL PILL!" he blasted Hypnotick with electric-charged ice beam, blasted her through the window but morphed into a giant Venotrap-like creature, lasso the walls and zip in before morphing into Crabdozer and tackled Frostmoth through the wall. "UGH!" He yelled. He turned into Novablast instead.

"RRROOARR!" she ate him and chew a bit before spitting him out, extinguished.

"Give up, Whisper! Either be imprisoned or die!" Melody cried. Whisper growled.

"Ha, and what a little girl-" She was cut off when a laser shot through her wing and left a hole. "AAH!" she screamed as she clutched her wings then glared at Melody.

"Don't test me." she hissed.

"Something tells me I missed a lot." Novablast commented. Then it hit him. "Mels! Find a way to pin her where you're not near her! I've got an idea!"

"What?" she asked as Whisper lost use of her wings and she pinned her down. "You said something?" she asked while Heatblast comically fainted while Crabdozer feels whoozy and reverted to normal.

"Move!" Novablast cried. BWOOSH! "Echo Echo!" He yelled. The alien split into clones and surrounded Whisper.

"Echo….CHAMBER!" The Echo Echo let out a burst of hypersonic sound, which caused Whisper to faint. The Echo Echo became one, and changed back into Ryan.

"Dan, patch me in with Azmuth." Ryan stated.

"Done. And someone retrain the gal." said Dan, which they turned to see FemRyan regain conscious and noticed them.

"W-Who are you?!" she asked before Chronos Spanner appears and neck-chopped her, knocking her out then grabbed her, place a device on her chest and press it. She got warped away.

"So this is where she was taken. McCrimmon, Little McCrimmon. Mothgal." greet Chronos.

"Azmuth?" Ryan asked, too focused on the Omnitrix to care about Chronos' entrance. "It's Ryan. I'm alive, and more importantly, the Omnitrix is just as safe with me as it was before all this hell started."

"I already know that! The Codon Stream is still broadcasting signals to it but what doesn't explain is that why did you take DNA samples from alternate dimension! What am I gonna do with Monarchian, Cyrosprite and what's this? Vehicoid!? There's no planets for them!" argued Azmuth.

"Who are you?" asked Melody as Ryan continued arguing while Dan sighed.

"Name's Chronos Spanner!" he introduced himself heroically. "I'm a Time Police and I...I just finally noticed Alpha and Whisper broken the Law of Time by kidnapping all the Ryans. Including Wild Ryanna back there." said Chronos.

"Are you friends with Ryan?" she asked.

"No. I originally supposed to bring him back here 2 years ago but Au-Aanother Omnitrix Warrior, Gwen Tennyson, forced me to let him stay there. So what's your story?" he asked.

"A pain-in-the-ass but loving cousin." Ryan answered. "Azmuth, look, if you could make Primus, I'm sure making three more planets wouldn't be that hard. But there's an even more pressing matter than that. I need your help to build a base for the Omnitrix core Melody stole from Alpha. I'd use Grey Matter on my own, but I decided that it'd be better to ask the one who built the Omnitrix for help."

"According to Dan's history log, you have a bisexual Omnitrix Warrior from Universe 15. Why don't you ask her build it for you? I have more pressing manner to deal with." said Azmuth.

"How am I supposed to beam Gwen over here?" asked Ryan.

""I can bring her." suggested Chronos before he warped away.

"Gwen's bisexual? At age 10?" asked Melody.

"At this point, that's the least of the things I'm thinking about." Ryan said. "Thanks Azmuth, glad to help you get back to your old self." He hung up. "Let's hope Chrono and Gwen get back quickly. Also Dan, were you using Clockwork's DNA to foresee her future?" asked Ryan.

"No, I wanna see if Omni stay single!" he whined.

"Uhhhh…" moaned Whisper before Ryan kicked her.

"Stay asleep." said Ryan then received a call from Magnus.

"We're coming up, Ryan. Did you take out Whisper?" asked Magnus.

"We did. Welcome." smiled Ryan.

"[cursing in Pyrana] How did you get so strong?!" he asked.

"Practice." he chuckled then Chronos returns with an 11 year old Gwen 10 in her Omni Suit.

"Oh hey, HT!" greet Hero Core.

"Yeah, starting to regret the name choice." Ryan sighed. "Anyway, Melody, show her." Melody obediently pulled out the matrix core. "We need to build a base for this Omnitrix core my cousin stole off my Galvan-turned-look-alike enemy Alpha." He explained. "I ask you to help us."

"You want me to build an Omnitrix?" she yelled and Ryan immediately forgotten the past but before he say anything. "Okay." she said and Ryan chuckled dryly.

"That's great." he said.

"But first we need to get out of here." said Ryan then Magnus and Mina barged in and she tackled Gwen and cuddle her.

"I'm here Ryan to protect you!" she squealed.

"Wah ha ha ha ha! Personal space!" laughed Gwen hysterically as Mina just touched her sensitive spots.

"I think she nose-bleed on the visor." said Omni.

"Omni, I missed you!" beamed Dan.

"I wish." she sighed.

"I thought we agreed it wasn't ever going to happen." Ryan said. "Sorry Gwen, I know how you might feel after the last time, but technically we're only building the part that the core inserts into. Alpha already took care of the hard stuff."

"Gwen? Oh I'm sorry!" Mina dropped Gwen and she shakinly stands up.

"Ha ha ha…. Okay, let's just go elsewhere." chuckled Gwen then activated her Omnitrix. Green light flashes before a multi-passenger jetplane smashed out of the penthouse, soar down, anchor the tank and dragged it across the sky.

"THIS IS AWESOME!" cheered the girls.

"This is a completely new alien." said Magnus.

"So, where's Mt Rushmore?" asked Fembot via the holopilot.

In few minutes, Fembot arrived at Mt Rushmore and enters the docking bay. They all stepped out and Fembot morphed back into her normal form. Everyone clamor of seeing another allied Omnitrix Hero and Mina lean next to Ryan.

"Who is she?" she asked

"Am I gonna repeat myself?" he complained.

"Does she like girls?" she asked.

"Mina, love later! We got a mission!" argued Magnus.

"I'm just want to be in a relationship before something happen." she admitted.

"Same here but we gonna focus." said Melody.

"Where's the lab?" asked Gwen.

"Down here." said Spanner.

"How did you know?" asked Magnus.

"Time travel." he answered. They all arrived in the lab. A few hours later, they had finished and inserted the core.

"Ladies and gentlemen," Ryan said with a flourish. "Allow me to introduce…" he turned, holding up the finished device. "The Ultimatrix!"

"What does it do exactly?" asked Charles.

"It puts the DNAs in the simulation room and had it endure every process and methods natural to the said DNA for set amount of years. Thus, once they overcome the methods and break the limits…" Dan continued Omni's speech.

"The DNA will evolved into its Ultimate state, becoming x60 stronger then normal, even stronger then the Shock Rock-empowered aliens! However, the simulation also placed them in worse-case scenario so they're more battle worthy." explained Dan.

"For now, Ryan only has 10 Ultimate Forms. I also make sure Shock Rock's DNA doesn't interfere with the Ultimate because this time, it will tear him apart." he said.

"So will it stop Alpha?" asked one PLUMBER

"If anything goes wrong, I'll use Grid Master." chimed Gwen then get serious. "So who will be the one to wield it?"

"It was obvious from the start." Ryan said with a smirk. "Hey cuz, catch." Ryan tossed the Ultimatrix in Melody's direction.

"Me? A-Are you sure?" asked Melody.

"I don't see a problem but she'll need to get her body adjusted to the transformation." said Gwen.

Elsewhere, at the floating warship above Earth, Alpha was observing the monitors and began to rub his chin as he feels...something off. His suspicions were proven correct when Ryan teleported onto the ship.

"Hey you asshole, guess who's back?" Ryan said with a smirk.

"I am impressed that you are not just alive but you returned to this world. Still, it changes nothing, Show me your weak power, worm!" he challenged him as he crack his knuckles.

"Alright, he's accepted. Send the reinforcement." Ryan said into the Omnitrix. Melody teleported onto the ship along with Hero Core and Spanner.

"What's this?" he asked.

"You best everyone by collecting all different Me's, so I got my own team. A Hero Team." he grinned.

"And I got your core!" smirked Melody as she held up her new Ultimatrix.

"So you're the evil Galvan? Well, it's time to teach you a lesson! Lesson 1: You mess with us, you get the 10!" Grinned Hero Core.

"Awesome line!" said Spanner. "And you had directly violated 3 Laws of Time by unauthorized dimension travel, kidnapping locals of said dimension and using said locals for your own personal agenda!" he told him.

"Tsk! I'll handle the McCrimmon alright but someone else will be your opponent." he snapped his fingers.

"Calling Nano-Assassin? Sorry but we faked the beacon and send him to the wrong location." said Ryan as he suit up.

"Hehehehehe…. Tehehehehe…." they all heard a strange giggle.

"What's that?" asked Melody.

"Come and meet me at the Crash Site where you found the Omnitrix, McCrimmon." smirked Alpha as he teleported away.

"Coward!" yelled Ryan.

"Ooooh, ha ha ha ha! Yummy-mummy! 4 Omnitrices! And Gwenny-Wenny? Lilly so happy to see you, yep yep yep!" giggled the voice.

"Oh no!" gasped HC.

"DUCK!" yelled Spanner as he grabbed and shove Ryan and Melody down as multiple tendrils grabbed Gwen, swung her around and smashed through the control panels before slammed her on the ceiling. Ryan looked up and saw a scarlet-haired Gwen with a tear-up clothes, body covered in Codon veins and has sharp teeths. The tendrils came from her arm, which took aspect of Florauna, Wildvine's kind. There's no Omnitrix on any of her body.

"Holy cow!" The Omnitrix bearing teen cried. "Man Lilly what did your universe do to you!?" He activated the Omnitrix. "Sorry Gwen and Melody, but Alpha's kind of a priority." Ryan transformed into Magic Moth and teleported out.

"What is she!?" asked Melody.

"Lily Pennyson! She's what happen if Chimera never becomes what she is now! In other term, that is what will happen to me if Casey never become my enemy." frowned Hero Core.

"We gotta escape!" yelled Spanner.

"Where the glasses boy? Come back!" She pressured her feet and becomes Mechamorph alloy before spreading across the ship, taking control and start searching for Ryan.

"Lilly!" HC activated her Omnitrix, transformed into a Pyrorra and took a deep breath before spewing flames at her. She yelped as she jumped away and released them before running to the corner.

"Hot hot hot! Lily not ready! Lily hate Gwenny!" snarled Lilly as she open her jaws and belched ice beam but Firefox counter with her own breath, creating an explosion and shattered the command bridge apart.

Back at San Francisco, in the area where Ryan lived and where the Omnitrix first landed in….

"I'm here!" Magic Moth yelled.

"I see. So…" Alpha stands on the roof and gave a grin. "If you want some rage or reason to end me, I had done something that will really make you mad. Do you know why I hated you so much?" he asked.

"Your opinion that I don't deserve the Omnitrix?" Magic Moth quipped.

"Your mother destroyed all my creations, all my weapons I gave to spheroids, Chimera Sui Gerenis, all! She's been a torn on my side and she's the reason I was forced to be Azmuth's assistant! That's right! I am a criminal! Alpha is not even a Galvian name! It's a codename for my black market! So the moment you warp yourself and the others to different time, I was gonna wait for you but then, I remember. I decide to give some payback! This is the town where she gave your birth…..and where she returns to DUST!" he grinned malice and Ryan's eyes bulged with horror. "And not only that! Her last moment of life is see ME taking the form of the very child she gave birth! Died by her own genes!" laughed Alpha.

"You...you…YOU SON OF A BITCH!" Magic Moth turned into Omni-Enhanced Heatblast and blasted Alpha with a giant fireball. Alpha thrust his hand and blasted it apart with a huge blizzard and struck him down, freezing him. Omni-Enhanced Heatblast was extremely in rage, his body temperature exceed supernova and melt out of the ice then ascend and unleashed a huge fiery aura. "RAAAAAAAAAAAAAGGGHH!" he roared in rage.

"I see. Finally, you forced me to abandon my Omni-Enhanced Human body. This is perfect!" grinned Alpha as he open his armor and pressed the Omnitrix symbol before morphing into a Polar Manzardill then gain Shock Rock's armors and two giant cannon. He inhale all the heat as Heatblast channel all into his hands, the cannons surged and prime around his mouth.

"DIE!" He fired a gigantic beam of plasma.

"BAAAAAAAAAAH!" Omni Enhanced Articguana belch a super-charged cryo beam. They both collided, mix and mold into a sphere, shrink down before producing a nuclear-based explosion that blew and consume the whole city block. Once it subsided, a massive cloud of electrical storm was formed. Alpha emerged from the debris and was grinning with glee as Ryan was buried under the rubbles. But a flash of brown codon energy told him Ryan was alive. Ryan had transformed into Shock Rock.

"Shock Rock? So you finally handle his raw powers?" asked Alpha before he transformed into Negative Shock Rock. Shock Rock gasped.

"You idiot!" He cried. "Don't you realize what two of Shock Rock could do!?"

"Do you? Even if this planet gets destroyed, it doesn't matter to me! I ALREADY CONQUERED THE ENTIRE MILKY WAY GALAXY!" he roared as he unleashed a massive shockwave and the faultline shattered, causing 7.5 earthquake.

At the falling warship, Gwen as Mermaid was pinning Lily down but she kept scratching her like an animal while Melody as Upgrade tried to control the ship. Spanner noticed a dangerous thunder storm.

"What's going on down there?" asked Spanner.

"I can't control it!" cried Melody.

"Turn the Ultimatrix clockwise all the way! Down!" growled Mermaid.

"OW! Now I am MAD!" she roared in a mature voice before her stomach opens up like a fly trap and swallowed Mermaid. "Yummy!" she chimed.

"Do it!" said Spanner as he fired lasers at Lily. Upgrade turned the dial all the way until the core pops out then she pressed it in. Four metal prongs protruded from the symbol and in a wash of light, Upgrade became-.

"Ultimate Upgrade!" she announced then she consumed the whole ship, repaired and turn it into her own star ship. "WHOO-OOO!" she cheered.

"Uurp! I don't feel good!" moaned Lily as her belly start going wild and grew huge, like at the size of a whale. "WAAAAAHH! STOP BOUNCING INSIDE!" she yelled before she snapped her lower jaws open and vomit Cannonbolt out, reverted back to HC.

"Damn you are gross!" she yelled.

"Raaagh!" she snarled.

"Liiiiiily! Dinner's ready!" called a voice before a dimensional portal is open.

"Mommy!" beamed Lily.

"Ultimo!" exclaimed Hero Core and Spanner.

"Ignore the worms. Mommy wants you home now." she called.

"Yeee!" she cheered then turn to the duo, bend over and spread her ass-cheek to show her pants-covered butthole. "Nyah nyah nyah nyah! PFfffffffftttt!" she taunt them before she ripped a small toot. She giggled before she jumped through the portal and it closed.

"That girl is completely crazy!" she said.

"Tell me about it. And Ultimo just adopted her?" she baffled. The ship rocked by a powerful storm then at the bottom, both Shock Rocks exchanged destructive punches, destroying the ground they stands but Ryan doesn't want to keep fighting as Shock Rock.

"Alpha, this is crazy!" Shock Rock cried. "If we keep this up we could destroy everything!"

"Do I care?" He created a large blue boomerang and threw it at him. Shock Rock caught it and absorbed it.

"There's only one thing for it." He whispered to himself. He fiddled with the Omnitrix symbol, then threw himself at Negative Shock Rock. Just as he wrapped his arms around him, they suddenly teleported away. The two of them smashed into the ground and changed back into their respective default forms. "Galvan Prime!" Ryan cried, sitting up and looking around. "It worked!"

"W-What happen? Where are we?!" Alpha asked in rage then both Omnitrices beeped and power down. "What!?" he exclaimed.

"Ha!" Ryan shouted. "You're trapped in your human form!"

"Who dares step on this planet?" asked Myaxx as she walked out in her lab coat. "I was ready for a shower!"

"Myaxx!" Ryan cried. "Where's Azmuth? I need to see-Yaah!" Alpha had pinned him down and forced his Omnitrix arm backwards before he finished talking.

"I see what you're trying to do." He said. "But not even the creator of the Omnitrix can stop me now!"

"Alpha." she said. "Omnitrix DNA Sample #25, Human. Age change: 10. Lock as default. Code 20-00-Myaxx." ordered Myaxx.

"Order confirmed." Malware said and Alpha turned into a 10 year old version of Ryan, losing his maximum powers and strength.

"What!?" Alpha cried before Ryan tossed him off. "You may have stopped my human form, but I still have my Omnitrix!"

"But you forget…" Ryan grabbed his collar and lift him up. "Your Omnitrix is a weak version of Old Azmuth! Which means…." Ryan delivered a fatal punch and bore through his chest.

"AAaaaackk!" he vomited blood and his eyes went blank.

"It cannot revive nor regenerated your injuries." he said in a grim tone. The teen turned to Myaxx. "Like I said, I need to see Azmuth."

"He's preoccupied. Go home." she ordered as she grabbed Alpha's body then walked away. But Ryan walked into Azmuth's lab anyway.

"Azmuth?" Ryan called. "I know Myaxx said you were busy, but I just wanted to see you, and vise versa."

Azmuth walked out and gave a sigh. "I'm sorry, Ryan. You changed alot. I was expecting you will become worthy of wielding the Omnitrix but now you drew blood. You gave in Alpha's mockery and your rage. It was supposed to be a shield of peace. Now it's a sword of destruction. Go home. And don't come back." He turn and walked away.

"I may not have done the right thing," Ryan said before Azmuth left. "But If I know Alpha he's got a plan. I need your help. I know you Azmuth, you built a device that can disable Omnitrix technology. That's why you're calling the 'First Thinker', you think of everything. I need your device Azmuth. It's the only way to put everything right again."

"Ryan." Spanner appears behind him. "Enough. He can't help you. He's gonna make new planets for the new aliens….then he's retiring. Alpha just re-live the Incursa disaster. Azmuth believed he failed again so now he lost the will to continue his role." said Spanner. Ryan stood up, his back to Spanner.

"Azmuth, I don't know if you're familiar with this phrase, but I recall a certain someone saying…" he paused for dramatic effect. "'It's hero time'?" That was when the Omnitrix suddenly rang an alarm. "What's up Dan?" Ryan asked.

"I used the blood on your hand to track Alpha's life signs and, as much as I know Azmuth would hate to hear this, he's alive."

"Tch, of course he is." Ryan sighed. "Look, Azmuth if you're not going to give me the device willingly, I'll look for it myself." He started looking around for it. He then noticed Nano-Assassin standing over Alpha's body, fiddling the Omnitrix. "HEY!" he exclaimed.

"Just in time." NA gave a demonic growl as his faceless mask produced 5 glowing optics then pressed the Omnitrix symbol, engulfing Alpha then cycle through 100 forms before stopping as a juvenile Galvan. He picked him up and gave a monster-like grin. "The battle is just began. Free the 48 planets then find us. See you later….Ryan Boy. Jack is coming home!" he grinned as he vanished.

"Jack? … Myaxx, Earth needs Azmuth's help." said Ryan.

"...Okay. But listen to me and promise me one thing! You got to send all Omnitrix Bearers back to their worlds and you must take down Alpha completely! I know your mother was killed but there are more innocents in his blacklist and your father is one of them. If anything worse, he will go after The Grand One! So use Alien x ONLY for the worst of the worst case scenario! Promise me that! You are the only one who can bring TRUE peace!" she begged.

"No need to go Princess Leia on me. And no kisses!" he said.

"Ugh, you're 130 too young for me. Just go, I'll bring the supplies." scoffed Myaxx as she pressed a button..

"Right." he nodded before he teleported back home. As soon as he was on solid ground he activated the Omnitrix.

"What're you doing?" Dan asked as Ryan turned the dial.

"Making sure that, even if I don't come out of this, the universe still has hope." Ryan said. BWOOSH! He transformed into Echo Echo and duplicated himself. Both Echo Echo turned back into Ryan.

"Plumbers base, quick as I can." Duplicate Ryan said, obviously sharing the original's thoughts and gathering what the plan was. He activated his Omnitrix. "Good luck." The duplicate said before transforming into Jetray and zooming off.