Ben 10: Prime Force

by TOAA5501

Ben, Gwen, & Kevin get sucked into another universe. While there they get mixed up in an eon long war between sentient, transforming machines from a strange mechanical planet. Will they join the Autobots and help them save the world from the Decepticons, MECH, and a long time enemy of Ben's? Pairing: BenXArcee. Adopted from Ultimate 10.

14. Chapter 14

Ben 10: Prime Force

Chapter 14: Vengeance of Vilgax: Part II

…

Vilgax's Warship

Slowly, Ben's eyes began to open. A groggy groan escaped from his throat as he returned to consciousness. He winced in pain as he breathed in; he knew then that a few ribs were likely broken. The first thing his eyes saw was a red blur.

When they refocused, he saw that he was in a dark room with the only light source being red and coming from the ceiling above him. He slowly shook his head to get whatever sleepiness he had in him out.

He lifted up his head, only to see that he was restraint to an eight-foot-long, black rectangular platform that was at a thirty-degree angle. His arms and legs were spread apart and strapped down by strong, metal clamps. The biggest clamp was the one on his left arm, which too his entire forearm; it also appeared to be more high-tech than the other restraints.

Ben hazarded a guess it was so Vilgax's drones could study the Omnitrix and possibly devise a way of removing it; however, Ben knew that they wouldn't. Only he, Azmuth, and Professor Paradox knew the code to get the Omnitrix to clamp off.

If anyone tried to remove it by any other method, the watch would activate its security mode and neutralize them. If that didn't work, it would give a warning of activating its SDM or self-destruct mode. But if they ignored that, the Omnitrix would engage the SDM, which would destroy the watch and anything in its range, depending on how long the SDM function was activated for. The teen hero prayed it would never come to that.

Ben turned his head around to examine the room. It seemed he was in a large laboratory with many alien machines and tools around him. The platform he was restraint to was in the center of the lab. The Omnitrix bearer pulled against his bindings, but obviously was met with negative results.

"Scrap," Ben cursed, picking up on the Cybertronian language.

Suddenly, a pair of doors slides opens. Stepping thru was the forty-foot-tall form of Vilgax and four human-sized drones called Bioids. It was then that Ben noticed that Vilgax's body was bulkier, muscled up, and thicker than before. The black armour on his legs and torso looked smoother and aerodynamic as well. Still adorned on his head was a breathing apparatus that guarded the lower half of his face.

The four drones proceed to terminal stations near the table Ben was restraint to while Vilgax stood in front of Ben, his hands behind his back, and a smug expression on his face.

"Oh, how the mighty have fallen" Vilgax taunted.

Ben said nothing. He glared at the green warlord, shooting daggers at him through his eyes.

Vilgax cocked a brow in amusement. "Oh, what's this? No juvenile quips? No clever observations, Ben Tennyson?"

"Let's get to the point, Vilgax. What am I doing here? Why didn't you just kill me when you had the chance?" Ben demanded.

Vilgax chuckled, much to Ben's displeasure. "Like I said before, killing you then would be merciful… you don't deserve that. As for why you're here… surely your primitive human mind can piece that mystery together" Vilgax replied snidely, pointing to Ben's left arm.

The teen hero's brows furrowed as he looked from his left arm back to Vilgax. "Of course… why do I bother asking." He sighed, exasperated.

Vilgax glared at his nemesis for a moment before continuing, "I'll skip straight to the point, Tennyson. While you were unconscious, my drones worked relentlessly to extract the device from your wrist. However…"

"Let me guess…it didn't go to well for them, did it?" He grinned.

The green warrior growled, his crimson eyes becoming redder. "Yes," He answered calmly. "After attempting to bypass the firewalls, the Omnitrix's security system activated and electrocuted my drones to a point they off-lined. After that, my computer discovered that any other attempt to override the Omnitrix would result… in the activation of the SDM."

"Aww…what a shame," Ben mocked.

"Silence!" yelled an angry Vilgax. He sheathed in anger for a moment before recollecting a bit of himself. "Nevertheless, my computer also discovered something else. It would appear that there is a special code to remove the Omnitrix" Vilgax paused as he moved closer, narrowing his blood red eyes even further upon Ben. "Tell me the code, Ben Tennyson, and I might just grant you a quick, painless death".

"Wow, what a tempting bargain, but let me think… yeah, I think I'm gonna pass on that, Vilgy".

The warlord snarled in rage, clenching his fists tighter. He opened a hatch on his right forearm, revealing a touch pad interface. Vilgax typed in a few inputs before turning his attention back to Ben.

"I've had enough of these games! I'm going to ask you again nicely… what is the code?" demanded Vilgax.

Ben's glared toward Vilgax intensified. "As if I'll ever tell you,"

The green warrior growled again as he pressed a button on the interface. Without warning, red electricity arched from Ben's restraints and into his body. The brunette teen couldn't suppress a cry of pain. The crimson bolts coursed to Ben's body for five, painful seconds before they deceased.

Ben slumped back on the cold table, panting heavily, and filling waves of agony wash through him. Vilgax grinned sadistically at his enemy's pain.

"I can do this for as long as it takes. Question is, can you?" Vilgax asked in a mocking tone.

"And you'll still never have the code" Ben pointed out, knowing exactly what Vilgax was referring to. Vilgax's rage was building to a boiling point and thus reached towards Ben and gripped his body in his hand, and started to constrict.

The teen's chest was quickly getting tight as he tried to catch his breath. It was excruciating, but nonetheless, Ben still wouldn't let it break him. He had gone through so much to let something trivial as pain to defeat him.

With than in mind, Ben lifted up his head and casted a cocky smirk at Vilgax, promptly confusing the former intergalactic dictator. "Then let's find out, squid face. I'm not going out without a fight." He stated determinedly.

Vilgax's anger only grew stronger from Ben's determination and relentlessness. With his mind clouded, the warlord let go of Ben and pressed the button again, causing more electricity to flow into Ben's body.

---

Autobot Outpost

It has been roughly five hours since Kevin, Gwen, and Arcee returned to deliver the news of Ben's capture to the others. Kevin and Ratchet had gotten to work hastily on trying to locate Vilgax's ship. Gwen, who was levitating over the couch, was using her mana powers to locate Ben's life signature; surprisingly, she was having no luck.

She was starting to fear that Vilgax… 'No! Ben is not dead!' Gwen mentally chided herself.

The other Autobots could only wait. Arcee, in the meantime, leaned by on a wall in the command center, away from everybody and keeping quiet. She was in no mood to talk to anyone. Her mind was buzzing with a volley of emotions. The most common was worry for Ben and fear that he was gone forever.

'Don't tell yourself that, Arcee. Ben is strong. He's not going to die on us that easily. He's too stubborn for that' Arcee inwardly scolded.

Meanwhile, Optimus stepped forward, watching as Ratchet typed away at the terminal whilst Kevin did the same on one of the computers in the human center. "Ratchet, has there been any headway so far?"

Ratchet sighed. "None so far, Optimus. Whatever is shielding Vilgax's ship is as advanced as the Decepticons shielding, maybe more so".

Bumblebee glanced at Gwen's levitating form. "How come you can't just track his mana signature, Gwen?"

Gwen looked at 'Bee, her eyes still glowing pink. "I can't say for sure, 'Bee, but I think Vilgax may have some kind of energy shielding on his ship to block me from detecting Ben's mana".

There was a moment of silence in the room; the only noise came from Ratchet and Kevin's typing and the computers. Bulkhead was the first to break the unsettling calm. "I don't understand. Why did Ben leave the base in the first place? Knowing that Vilgax would capture him?"

Optimus replied, "I can assume that Vilgax blackmailed him into it somehow. Otherwise, Ben wouldn't have done something like that without at least having a backup plan."

Suddenly, the computer system started to bleep. Kevin concentrated on analysing the cause. Once he found it, his eyes widened exponentially. "Hey guys, I found him!"

Immediately, everyone in the room perked up and looked at the Osmosian with anticipation, especially Arcee. Gwen fell back to her feet as she ran to her boyfriend's side. Kevin typed a few more commands until Ben's location appeared on the big screen as a green dot. He appeared to be moving west over the Pacific Ocean.

"H-How did you…"Gwen's question was cut short.

"I was searching on all radio and tachyon burst frequencies when I stumbled upon this one" the raven-haired teen paused as he typed more input until an image of the Omnitrix symbol appeared by the moving dot. "It's the Omnitrix's SOS signal that can only be detected on a certain wavelength".

"But I thought Vilgax's ship was nearly untraceable" Bulkhead noted.

"From the outside, yes… but if signal were to be transmitted from the inside…" Gwen stopped, knowing that the others understood now.

"Ratchet, lock onto those coordinates!" Optimus ordered.

"About time," muttered Arcee as she proceeded to the groundbridge entrance.

"Hang on their Big Rig! We're coming with you. Ben's our friend and teammate" Kevin demanded.

Seeing the determination in the human-alien hybrids eyes, Optimus knew that telling them no was not an option. Besides, if Vilgax was as powerful as Team 10 described, then they would need all the help they could get. Optimus nodded.

When Ratchet pulled down the groundbridge lever the tunnel illuminated in a swirling vortex of green and white. Optimus got at the front with his Autobot subordinates, Kevin, and Gwen behind him.

"Autobots, let's rescue Ben!" The red and blue titan yelled as they charged forward.

'Hang on Ben, I'm coming' Arcee thought.

---

Vilgax's Warship

Ben arched his back, closed his eyes tightly, and clenched his teeth hard as red electricity coursed into this body. Despite the monumental amounts of pain he was feeling, he refused to cry out. Vilgax would not have that satisfaction. He groaned as he weakly lifted his head, shooting his archenemy a glare of daggers.

Ben's clothes were slightly torn and burnt in places while his body sustained a multiple bruises and cuts, courtesy of the Vilgax's beating from earlier and the electric torture. His breathing and heart rate had both increased. Ben wasn't sure how much he could take, but he would have to.

Vilgax growled in annoyance. "Your suffering will endure even further if you don't tell me the code, Ben Tennyson!"

Ben was silent for a short moment as he caught his breath. When he did, he stated, "Do what you want to me, squid face, but I'll die before I tell you the code. I won't put my friends and the Earth in danger like that".

The powerful being narrowed his cold, crimson eyes at the teen. Vilgax was beginning to realize that what he was doing was pointless. Tennyson will never cooperate to conventional methods. Luckily for Vilgax, he was resourceful and anything but conventional.

"Yes…I believe you will. How noble of you," Vilgax spat the last part out. "Very well, if I can't get you to talk through… conventional methods, then you leave me no other choice" Vilgax paused as he turned his gaze to his robot minions standing post by the terminals around the table Ben was bounded to. "Get us into orbit… and then ready the primary fusion cannon to fire at Earth. If I can't have the Omnitrix then at least I'll have the pleasure of destroying this pathetic world" Vilgax threatened in a cold, sadistic tone.

Ben's eyes immediately widened from shock, horror, and anger. Vilgax would destroy an entire planet just to get back at him. "NO!"

Vilgax broke out into a fit of raspy laughter. The drones typed on their monitors and Ben could already feel the ship was rising higher. Ben struggled against his bindings but it was no use. He only hoped he stalled enough time for…

Suddenly, out of nowhere, a vortex of green and white appeared on the other side of the room. Vilgax instantly stopped laughing as he observed this phenomenon with confusion. All of a sudden, the large form of Optimus Prime stormed out of the portal and delivered a nasty right hook into Vilgax's face.

Vilgax grunted as he stumbled backwards into the opposite wall. Bulkhead, Bumblebee, and Arcee ran out next with their blasters ready. They quickly took out the robot drones manning the terminals before they could take any action. Kevin and Gwen were the last ones to jump out as the groundbridge closed.

Vilgax growled as he got to his feet and glared at Team Prime and 10 with a mix of anger and confusion. "WHAT?!"

Optimus shifted his right arm into a blaster and took aim at Vilgax, just as the other Autobots did. Gwen lite up her hands with powerful mana and wrapped Vilgax's entire body tightly with very strong mana tendrils. Vilgax fell to his knees, grunting as he struggled against the pink bindings.

Kevin leaped onto the table Ben was on, absorbed the metal, and tore off the restraints. The Osmosian teen offered the shape-shifter a hand, which he gladly accepted. Kevin helped support his friend as he brought Ben to his feet. Kevin noted his torn clothes and injuries. It only enraged him further to see his buddy hurt so bad.

"Ben, are you alright?" Arcee asked in concern, with her focus still on Vilgax though.

"Ugh…"grimaced Ben as he put on a small smile, "I'll live".

"No! This can't be. My ship is undetectable from the outside! How could you have possibly found it?!" Vilgax yelled.

Ben coughed, catching everyone's attention. He lifted up his head and smirked at the warlord. "Yeah, I believe that would be my handiwork." Ben pulled down his left sleeve, revealing the Omnitrix, which was blinking green. "You see right before I went through the groundbridge to those coordinates you sent me, I set the Omnitrix to send out an SOS". Ben paused as he steadily rose to his full height, without needing Kevin's help. His smirk only grew wider as he continued, "You didn't think I would give up that easily, did you Vilgy? I let you capture me so my friends could track me here… inside your ship… where we could all take you down".

Vilgax, the Autobots, Gwen, and Kevin all looked at Ben with wide eyes / optics. He had been planning this? He meant to let himself get captured, because he knew his friends would find him?

"That's a bold move, Ben" Kevin commented.

"And a stupid one! What were you thinking?!" Arcee reprimanded.

"Yeah, what if it didn't work? You'd still be being tortured by Vilgax!" Gwen added, but was still concentrating on keeping Vilgax restraint.

"Yes… it was bold and stupid. But there was no time. I had to go with what my gut told me. Besides, it worked didn't it?" Ben mentioned.

The others were silent, knowing that Ben had a point. Even though Optimus didn't necessarily agree with what Ben did, he did find it admirable and brave that he would do such a thing. Arcee, on the other hand, wanted to slap him upside the head for scaring her so much. She would be sure to do that after all this.

"Clever, Tennyson, but still premature," rasped Vilgax. "You haven't won yet".

'I feel like I've heard that line before' Ben mused.

"Dude, who are you kidding? You don't realize when you're outmatched?" Ben stated with a grin as he motioned toward everyone.

Vilgax's glare intensified. "Apparently… neither do you".

Without warning, the cylinders in Vilgax's arms glowed violet and pumped a super-enhancement serum into his body. The veins in his arms began to pop out as his muscles grew bigger. With a mighty roar, Vilgax broke through Gwen's mana tendrils, causing her to fall back from shock.

Bulkhead and Bumblebee rushed forward, firing an onslaught of blasts at him; however, the Energon blasts did nothing to harm Vilgax. As he stood up, his eyes illuminated a bright red, and suddenly, two beams of scarlet shot of his eyes. One beam hit Bulk while the other hit Bee, sending Bulk into the wall and Bee into Optimus.

Ben quickly sprang into action as he activated the Omnitrix and slammed the dial down. In the wake of the emerald flash stood a seven-foot-tall humanoid comprised of green, plant-like material. His face was black while red, orange, and yellow petals aligned his face, giving it the appearance of fire.

"Swampfire," He shouted in a deep, nasally voice.

Ben felt his injuries immediately heal and his body refilled with new energy. Swampfire leaped off the table and straight at Vilgax, intending to punch him in the face. However, the green warrior was quick to see this and backhanded the Methanosian into the wall with a loud thud. Arcee fired countless rounds at Vilgax, which didn't hurt him at all; in fact, it only angered him more.

Kevin, with his body coated in black metal, jumped at Vilgax and sent a right hook into his face. The Osmosian teen held onto his tentacles and continued hitting the warrior relentlessly. Vilgax grew tired of it and grabbed Kevin around his waist and threw him into Gwen, who was quick enough to catch Kevin with her mana.

Vilgax stomped toward them and Arcee, a malign look in his eyes. Speaking of his eyes, they were glowing a bright red like before. However, before Vilgax could use his thermal optic attack, Optimus Prime recovered and engaged him. The red and blue titan sent a right and left hook into his face, one in his stomach, and lifted up his leg and kicked Vilgax straight through the wall.

Optimus and Bulkhead both ran through the hole in the wall, the later with his mace deployed. The others were about to assist until Swampfire picked himself up and ran to Gwen, Kevin, Arcee, and Bee.

"Ben, please tell me you had thought this through" Gwen said.

"Uhh," Swampfire rubbed his neck sheepishly as he admitted, "At first, not really. I thought with all of us here we could take down Vilgax together. But he looks even stronger than before. But that's beside the point, before you guys got here; he said he's going to shoot Earth with his ship's fusion cannon".

Kevin's expression became more alarmed. "A blast that powerful could literally destroy the planet!"

"Exactly, which is why we have to take down this ship!" Swampfire replied.

"How we do that though?" Bumblebee whirred.

"Yeah, this vessel is pretty huge" Arcee added.

"I have an idea." Kevin offered, catching their attention. "The power core room. If I can get there, I can reverse the polarity of the fusion core, which will-"

"Divert all the ship's power in on itself, causing it to implode" Gwen finished.

"Good idea, Kevin" Ben complimented. "But that part of the ship will be heavily guarded, which means you'll need backup," He paused as he looked at his cousin and Arcee and Bee. "Gwen, Arcee, and Bee, go with Kevin and get to the power core. Watch each other's backs".

"W-what about you?" Arcee implied.

Swampfire turned to the hole in the wall. It led into a large corridor of the ship, where he could hear fighting and Vilgax's battle cries. No way could he leave those two to handle Vilgax. True Optimus and Bulkhead were no pushovers, but Vilgax having his new body enhancements meant won't last long against him.

"I'm going to stay with Optimus and Bulkhead and keep squid face preoccupied" Ben answered.

"B-Ben…" Arcee stuttered. After seeing that Vilgax character she certainly didn't feel comfortable leaving her partner to fight him.

"There's no time to argue, 'Cee. You guys have gotta get to power core room now!" Ben stated with a firm tone.

They nodded their heads. Arcee and Bee deployed their blasters whilst Kevin and Gwen ran out of the room first through the door. Arcee looked back one more time at Ben, who gave her a reassuring wink. She smiled before storming down the hallway with the others.

With them gone, Ben refocused on his old archenemy. The Methanosian sprinted through the massive hole in the wall and into a large, dim lite hallway. Just in time to see Bulkhead thrown into the side of the corridor and hit the floor with a loud thud. The floor and walls all dented where he collided.

Swampfire ran to the wrecker's side to see if he was okay. "Bulkhead, you okay?"

"Ugh," the green Autobot groaned as he rubbed his helm "Yeah, but that thing sure packs a punch".

"Well then, we're in luck… because so do I" the teen commented.

He lifted up his hand and slapped the Omnitrix dial. An emerald flash consumed the corridor, causing Bulkhead to cover his optics. When the light disappeared, standing in Swampfire's place was a twelve-foot-tall dinosaur-like humanoid. It's rough, reptilian skin was dark brown and had a beige underbelly.

"Humungousaur,"

Down the hall, Optimus had both of his blades deployed and was slashing crazy at Vilgax. However, the warlord was quick to block his attacks with the Shield of Ziegel or with his own arms, which only sustained minor scratches from the hits. Finally, Vilgax slammed his shield into Optimus and then kicked him in the gut, sending him flying down the hall at Bulkhead and Humungousaur's feet.

Humungousaur went to Optimus's side and was relieved to see he was not badly injured. Nevertheless, the Vaxasaurian growled in fury. Nobody hurt his friends and went unpunished. Vilgax casually walked down the hall and stopped meters away from them. His forty-foot-tall figure with bulging muscles and hideous appearance made Vilgax more intimidating. His cold, bloodlust eyes still shined with malice.

As he got closer, Humungousaur increased his size from twelve feet to forty feet. Stegosaur-like spikes stuck out from his back as his muscles grew bigger and more rigid.

"Is that all your pitiful robotic allies can throw at me?" The warrior inquired mockingly "I'm just getting warmed up".

Humungousaur snarled. "They're a lot stronger than you'll ever be, but if you want a fight, I'll give you a fight, tentacles! Time to go Ultimate!"

Ben slammed his hand on the Omnitrix disk once more. Around the Omnitrix, four long veiny spikes ejected out into his chest. As the green light encompassed his body, he began to evolve. He retained his forty-foot height while his skin became green and gained a dark blue shell over his shoulders, back and chest. On the sides of his now blue chest were three holes. Along his spine was a single row of brown spikes, which could also be seen extending out over shoulder pads and from his elbows. The skin around his elbows, thighs and lower legs left metallic tubes exposed and metallic veins could be seen branching over his body. His fingernails were replaced his sharp claws while his four knuckles gained silver barrels. His head now gained a protective helmet / armour that had two dark blue spikes extending down with two smaller ones that extended out from just above his eyes, and a rhino-like horn extending just above his nostrils that was the same colour as the other spikes. There were two smaller horns that ran down the silver part of his helmet. Also extending out from the silver part of his helmet were five brown spikes that produced a star-like pattern when looked at head on. His eyes were indented further into his head, being surrounded by pale red skin. His mouth consisted of the beak on his mask and a more pronounced lower jaw, with had a large yellow fang on each side and four small skin-coloured teeth in between. There were three gill-like holes on each side of the silver part of his helmet. His tail kept the mace but was also now dark blue and had silver spikes extending from it.

"Ultimate Humungousaur," Ben roared. "Okay Vilgax," he tightened his hands into fists as he got ready to attack. "Let's finish this!"

Vilgax scowled in indignation before he let out a battle cry, rushing forward. Ultimate Humungousaur let out his own roar as he charged him with his fist reared back. When they closed the distance, Ultimate Humungousaur punched Vilgax in the jaw whilst Vilgax delivered a right hook into Ben's face.

The force of the impacts caused both of them to skid back, and a shockwave to echo across the ship. When they regained their bearings, they snarled at each other once more before reengaging their epic fight.

…

Arcee screamed as she sliced off the head of another battle droid, letting out all of her pent-up frustration. It turned out Ben was right; on their way to the power core they had encountered a lot of resistance from Vilgax's robots. However, they were nothing special, and like Vehicons, they were more expendable then dependable.

While Arcee used a more direct approach, Bumblebee took aim at the nearest drones and blasted them in the chassis or head. Gwen was in the air, standing on a mana panel and was bombarding her fraction of the drones with mana disks, which appeared to cut them up good. Kevin, like Arcee, was going with the direct approach. His body was coated in yellow metal, absorbed from Bumblebee, and the Osmosian was slicing off heads and appendages with his morphed katana arm.

The four alien fighters continued down the corridors, fighting and destroying any obstacle in their way. After a few moments, and taking out at least a hundred drones, the group reached a large door. Kevin knew that this was it. He had studied in designs of starships long enough to know where the power cores were typically located.

Arcee and Gwen both stood back as Kevin and Bee slammed their fists into the door, blasting it off its hinges. When the steel doors slammed onto the floor, the group jogged into a massive, circular room. In the center was a cylinder that stretched from the floor to the ceiling. An apparatus of wires and pipes lined the structure. But in the middle of the contraption was a clear porthole with yellow light gleaming out of it. This was indeed the fusion power core.

Kevin and Gwen ran to the terminal / monitor stations that circled the large cylinder with Arcee and Bee behind them.

"Well, we're here. Now what?" Bee asked.

"Now we let Kevin work his magic and reverse the polarity of the core, which should cause the entire ship to implode" Gwen answered.

"An ingenious plan," a cold, monotone voice spoke out. Suddenly, appearing out the shadows was a human-sized drone that was mostly orange but had a black 'X' on its chest. The Alpha-Drone's emotionless optics starred at the two Bots and two human-alien hybrids. The formers had already primed their weapons and aimed at the drone, whilst Gwen pointed her mana-glowing palm at it too. "But ultimately futile".

Out of nowhere, the priming of more weapons caught the group's attention. Stepping out of the shadows was at least two dozen Gigantoids with their wrist blasters aimed at them.

"Scrap," Arcee cursed, knowing their predicament was not good.

"You should know better than to defy the will of our lord and master. For your insolence you will pay with your…"

Without warning, the drone's boasting was cut short as the entire ship shook, causing all of them to stumble to catch their balance. Seeing a golden opportunity, Arcee took aim and fired at the drones, shooting down a few. The blue femme then shifted her arms back into servos before unsheathing her wrist blades and jumping into action. Bumblebee followed her example and engaged the drones while they were distracted, switching between shooting their heads off and punching their heads off.

As Kevin and Gwen got back to his feet, the later inquired, "I wonder what that was?"

"If I had to guess I would say it was Tennyson" He then switched subject. "Listen, help Arcee and Bumblebee and take those walking trash cans down. I gotta stay here!"

Gwen nodded in understanding. She summoned a mana panel, stepped on it, and lifted herself into the air. Once she was above the battle field, she let loose a folly of mana blasts at the drones. Wrecked corpses and red liquid spilled across the room as he beat-down continued.

While the two Autobots and Anodite fought the mindless, battle drones, Kevin worked frantically at the terminal, inputting all the codes to override the system and switch the polarity of the core. However, looking through the shadows was a pair of orange optics. It analysed the scene and focused its attention on the half-Osmosian at the power core terminal. The Alpha-Drone knew what Kevin was planning to do and wouldn't let that happen.

…

Vilgax roared as he threw another punch at his adversary. Ultimate Humungousaur, though, caught the punch and reared back his right fist, slamming it into Vilgax's chest. The attack sent him careening backwards until he crashed through another wall. The fight area between the two titans had basically destroyed all the walls lining the corridor and turned it into a big, wrecked room with debris all over the floor.

Ben panted heavily. He wasn't going to lie; this fight was taking a lot out of him. He put nearly all his strength into every punch, due to Vilgax's enhancements, and every blow he received from the green tyrant was very painful. This was a surprise to Ben, he never felt pain as Ultimate Humungousaur before. Despite the pain, he can't falter now, not with his friends and the Earth in danger.

"Had enough?" Ben asked, starring at the newest hole in the wall.

A pair of red orbs shined through the dust and darkness. Suddenly, a pair of scarlet beams struck Ultimate Humungousaur in the chest. The thermal rays were so powerful it lifted the hyper-evolved Vaxasaurian off his feet, crashing across the roof, and finally rolling down the long hallway. When Ultimate Humungousaur came to a stop on his back, he groaned as he rolled over and steadily got stood up - only to see the enraged form of Vilgax charging at him again.

Ben swiftly shifted both of his hands into bio-cannons, with four barrels around the edge and fifth in the middle, and fired a barrage of unstable bone fragments at Vilgax. The green warrior was unprepared as the projectiles struck him and sent him stumbling back toward Optimus and Bulkhead.

Meanwhile, a minute prior, Optimus gets back to his large metal feet and comes to Bulkhead's side. He helps the green 'Bot to his feet, both of them were shaken up from the hits they took. This Vilgax was a lot stronger than they previously anticipated; another reason why not to judge your opponent before engaging them in battle.

"Bulkhead, are you alright?" Optimus said with concern.

"Y-y-yeah…I'm okay. This guy can dish out a lot of pain, I'll give him that" Bulkhead replied.

"Ben himself is not making any headway against Vilgax, even with one of his Ultimate Forms" Optimus added.

Optimus had recalled Ben once telling Team Prime about the forms that he called the 'Ultimates', they were hyper-evolved forms and his most powerful transformations. To see the ultimate form of Humungousaur not making any progress with Vilgax was not a comforting sight.

The sounds of cannon fire caught the two, heavy hitter Autobots attention. They looked ahead to see Vilgax getting blasted towards them from missiles, firing out of Ultimate Humungousaur's hands! Seeing an opening, Bulkhead shifted his servo into a mace and rushed forward. Vilgax turned his body around in an attempt to catch his balance; however, he was met in the face with Bulkhead's wrecking ball.

Vilgax hissed as the force sent him backwards again. Ultimate Humungousaur rushed forward and punched the green, steroid-enhanced warrior again. When he got in Optimus's range, the Autobot leader delivered a powerful leg swipe into Vilgax's face. The trio continued their offense onslaught, sending him back-to-back-to-back.

Cuts and bruises were becoming more evident on his body after each passing blow. Finally, Vilgax's fury reached boiling hot levels as he caught his balance in the center of the trio. "ENOUGH!"

Bulkhead charged forward with his mace reared back. Vilgax, however, anticipated this move and caught his mace, spun him around, and threw him straight into Ultimate Humungousaur – causing both brutes to go sprawling backwards. Vilgax was then caught off guard by a surprised punch, courtesy of Optimus.

The green warrior hit the wall behind hard. He snarled outwardly, his pique growing even stronger. When Optimus rushed forward to deliver another offense, Vilgax mentally commanded his steroid-boosters to enhance his strength. Sure enough, his arms became bulkier as his veins popped out even more. Vilgax swiftly caught Optimus's punch with one hand and then kicked him back hard!

The Autobot leader went crashing through the wall. Vilgax was about to engage the red and blue metal titan further but was tackled by Ultimate Humungousaur. Bulkhead, in the meantime, went to his leader's aid. Meanwhile, Ben forced Vilgax to the ground and started throwing punch after punch into his enemy's face; each hit shook the ship and began to leave a large dent in the floor.

Despite his enhancements, the ex-dictator felt every hit from the hyper-evolved Vaxasaurian and it only enraged him further. His red eyes glowed brighter as he glared at Ben. The second the teen hero figured out what he was doing it was too late as a pair or red, thermal rays struck him in the chest.

The blasts were strong enough to blow Ultimate Humungousaur off of Vilgax and roll across the floor. Ben groaned as he shakily returned to his elephantine-like feet. At the same time Vilgax stood back up as well. The Omnitrix bearer was shocked to see that his hits haven't really harmed Vilgax, only make him madder.

"I've had enough of this. Computer, as soon as the ship is in orbit, commence fusion cannon firing sequence" Vilgax ordered, a twisted smile forming behind his mask.

"NO!" Ben roared as he charged forward.

"Too late Tennyson,"

Ultimate Humungousaur reared back his fist, intending to punch Vilgax's lights out. However, the warlord was quick to dodge the attack and send an uppercut into Ben's gut. The power behind the blow even made Ben in his current form to spit up green blood. While in mid-air, Vilgax lifted up his leg and kicked him hard enough to send Ultimate Humungousaur flying down the corridor.

Optimus and Bulkhead came out long enough to see their comrade careening down the hallway. Ultimate Humungousaur bounced across the floor before coming to a roll on his back. At that moment, Ben lost consciousness. His form was engulfed with green light turning him to his normal Vaxasaurian form and then back to his human form, lying in the big dent in the floor his body had made.

The Prime and wrecker both turned their attention to Vilgax, who was walking down the hall with an evil, superior aura surrounding him; an aura that Optimus found strikingly similar to Megatron's.

"Bulkhead, provide assistance to Ben," Optimus commanded. "I shall keep Vilgax at bay for as long as I can".

The green wrecker didn't argue with Optimus and ran in the general direction where Ben was. Vilgax stopped meters from Optimus. The leader of the Autobots stood proud and tall blocking Vilgax's path. Scraps and gashes were scattered across Optimus's armour, but nothing too serious. Both glared at each other intensely.

"I have bested Ben Tennyson. What hope do you have, machine?" Vilgax gloated.

"My name is Optimus Prime, and I will sacrifice my spark before I allow you to harm my fellow comrades or this planet" He vowed.

The squid faced warrior sneered. "How noble of you, just like Tennyson… which is why you shall share the same fate as him".

Vilgax let out a battle roar as he charged full steam at Optimus. The Autobot leader did the same and both exchanged fists. The fight between the Ex-conquer of Ten Worlds and the Last of the Primes had been reengaged!

…

Kevin typed hastily but carefully on the keyboard as Arcee, Bumblebee, and Gwen fought off the battle drones behind him. He was bypassing the firewalls in order to sabotage the fusion core. He had just gotten past two firewalls and was on the last one; however, this one was much more encrypted than the previous two. But Kevin knew it wasn't out of his talents and that he could break through.

Suddenly, just as Kevin was inputting the final set of codes, the Alpha-Drone jumped out of the shadows to his right. It held up its wrist blaster and fired! Kevin was quick enough to dodge the attack; unfortunately, the computer controls were reduced to scrap. The Osmosian's eyes widened from horror.

"NO!"

"Now that the controls are destroyed, you have failed. Vilgax will reign supreme!" The drone exclaimed.

Kevin, who was still covered in Bumblebee's armour, morphed his right hand into a spiked mace. "Keep dreaming, tin head!"

He charged forward, but was not ready for the thermal blast that shot out of the robot's optics. The heat ray was so strong it sent Kevin careening back until he hit the wall. He fell down with a thud, nearly unconscious, his armour fading away. The Alpha-Drone leisurely walked to Kevin, who was steadily getting on his hands and knees.

As soon as the orange automaton got within a meter, it aimed its weapon at Kevin's head point range.

"Like all of the master's adversaries, you shall crumble before his might" The drone asserted as its weapon primed.

However, just before the drone could fire, a pink disk sliced its head off. The decapitated metal form fell to the floor, reddish-orange liquid leaking from its neck component. Kevin looked up to see Gwen running to him on a set mana panels. She lowered herself by his side and helped him to his feet.

"Kevin, are you okay?"

He rubbed his aching head. "I'm peachy, but we got bigger problems" he then pointed to the destroyed computer console.

Gwen's eyes widened from the wreckage. "Oh no. How are we going to take the ship down now?"

"Hi-Yah!" Arcee screamed as she decapitated the last standing drone.

The blue Autobot and yellow scout were a bit beat after taking on so many drones, but they could still fight if need be. Arcee then saw Kevin and Gwen on the other side of the room, with alarmed looks on their faces. She was about to ask them why until she saw for herself. The controls to the core were scrapped.

"Scrap," Arcee cursed.

"You can say that again. What do we do now? We can't just use brute force to break it; it'll probably make it worse" Bee noted.

"You're right, Bee." Gwen stated as she and Kevin walked to Arcee and Bumblebee. "Regardless though, we've got to destroy this ship before Vilgax fires the fusion cannon".

"How do we do that?" Arcee asked.

They were silent for a moment, each contemplating on an idea; however, only Kevin was able to think of one. "I know something that could do the trick" Kevin admitted.

The three looked at him with anxious miens. "Well?" inquired Gwen.

"I'll explain later, but first," Kevin turned his attention to Arcee and Bumblebee, "would one of you mind calling Ratch' for a bridge? I've got pick up something back at base".

…

Optimus performed a two punch-kick combo sending Vilgax crashing straight through the wall. The Prime was not holding back and gave everything he had. Optimus rushed through the hole in time to send an uppercut into Vilgax's chin, sending him flying into the center of the large room. He deployed his blades as he charged at him.

He lifted back his right sword, preparing to bring it down on his head. But a golden dome, emitting from the gauntlet on his arm stopped the blade. Vilgax pushed Optimus back, sliding on his feet. The warlord concentrated on the Autobot, and projected two thermal beams from his eyes.

Optimus was quick to react to this and dodged to the side. As Vilgax continued firing optic rays, the Prime charged at him again, deflecting his blasts with his blades. Vilgax stood up, waited, and blocked Optimus's strike with his shield. He then reared back and sent a wicked punch into the Autobot's abdomen, throwing Optimus off his feet and through the already ruined wall of the room.

Optimus crashed outside into the battered hallway, lying on his front side. Sparks flew out from his joints as he coughed up a bit of Energon underneath his mask. The last time the Prime could remember being in this kind of condition in a fight was against Megatron. In a way, both Vilgax and Megatron were similar. They were both strong, evil, and had their own personal vendetta.

Vilgax strolled over to Optimus, who was still struggling to get up, but his damaged systems just couldn't comply. The warlord then summoned his flaming red and yellow sword from subspace, lifted it over his head, intending to bring it down on Optimus.

"Consider this my way of being merciful; an instant death" Vilgax rasped.

A couple minutes earlier, Bulkhead rushed to Ben, who was now awakening from unconsciousness. A painful groan escaped from his throat as he sat up, his body and head throbbing in pain. He looked to see he was in a large dent in the floor. His attention was then grabbed by Bulkhead, who came to his side.

Bulkhead had scratches and dents all over his body, Energon leaking in some places. Ben felt bad for his condition. This was his idea to bring his team and Team Prime here. He thought with all of them here, they could defeat Vilgax. However, true to his word, Vilgax had gotten much stronger and nearly invincible. Hell, even Ultimate Humungousaur couldn't beat him! Ben was thinking on an alien in his arsenal that could possibly beat this new Vilgax.

"Ben, you feeling okay?" The green wrecker said with concern, kneeling down.

The teen hero held his aching head and groaned before turning his gaze to Bulk. "I'll live. Where's Optimus?"

Before Bulkhead could respond, a loud crash interrupted him as Optimus went flying through a wall and into the hallway. His body was damaged just as badly as Bulkhead's and he appeared to be in more pain. After seeing this, Ben's expression became alarmed as he instantly felt a rush of energy and stood up. His legs almost faltered beneath him, but he didn't go down. The brunette activated the Omnitrix and, without searching for an alien, he slammed down the dial.

The usual emerald light consumed Ben's body. When it died down, standing in his place was a forty-foot-tall Cybertronian mech, whose primary colour was white with black and green highlights. On the car doors on his back were acidic green number 10's. The Omnitrix symbol was positioned on his chassis.

"Skidmark," His voice sounded the same, but with metallic undertone.

Skidmark and Bulkhead watched as Vilgax stepped out of the other room, pulled his flaming sword out of subspace, and held it over Optimus!

Ben gasped in shock. "C'mon! We gotta save Optimus!"

The human turned Cybertronian and the green wrecker deployed their blasters and raced forward, taking aim and shot a bombardment of energy blasts at Vilgax. Though the blasts didn't really harm the green warrior, it did distract him from killing Optimus. Vilgax glared at them and snarled in hatred.

He reared back his sword and released a way of red and yellow, flaming energy at the duo. Skidmark and Bulk both stopped dead in their tracks, the former was quick to go into defensive mode. He activated his Energon shield and made it to where it would protect him and Bulkhead.

"Stay behind me!" Ben yelled, just as the energy wave hit the emerald shield.

The force from the hit made Skidmark slide back and into Bulkhead. The heavy hitter almost fell back before he caught his balance. Ben's optics widened when Vilgax appeared in front of him and brought his blade down. Luckily, the white Cybertronian was quick to bring up his shield and stop the attack.

Skidmark let out a battle cry as he pushed Vilgax back and put all his strength into a single punch to his face. The steroid-enhanced warrior stumbled back a few steps, his head crooked at an odd angle. To Ben's shock and disgust, Vilgax spun his head back in place, hearing popping noises too.

"Uhh," If Ben were an anime, sweat drops would be falling down his face. "Okay, that was creepy".

Vilgax yelled as he charged again, rearing back his sword. Ben blocked the attack with his shield once more; however, the sheer force dented the floor underneath Skidmark's feet. The white Autobot jumped in the air and delivered a roundhouse kick into Vilgax's chest. The strength of the kick caused him to stumble a bit, but he quickly caught his balance.

Skidmark bent his knees and leaped at Vilgax again, intending to send another powerful punch. The green warlord was quick to respond as he swiftly caught Skidmark's fist. Vilgax then brought Ben closer to his evil red eyes.

"Foolish child," He hissed. Vilgax then pulled his arm down and threw Skidmark through the ceiling with so much force that he went through four upward levels. Before he proceeded to follow, he stared down at Optimus and Bulkhead, who were getting back to their feet and had deployed their weapons. Vilgax snarled, annoyed by their persistence. "I don't have the time to fool with you two" Vilgax commented. He pressed a few buttons on the digital-keyboard interface on his right forearm.

Suddenly, a white flash engulfed the room. When it died away, standing in the ruined hallway were nearly two dozen, extra Gigantoids that Vilgax kept in storage. Their orange optics came online as they honed in on Optimus and Bulkhead, labelling them as threats.

"Besides, you have problems of your own" After that, Vilgax flew through the open hole in the ceiling that went through about four floors.

Optimus and Bulkhead looked at each other, realizing that their comrade was on his own, against a very powerful adversary.

…

Arcee, Bumblebee, and Gwen waited impatiently in the power core room, waiting for Kevin to return from Autobot Outpost from picking up whatever he was talking about. The trio was all feeling anxious. The ship was almost in orbit, and they could feel the machine containing the fusion core inside growing hotter. That meant only one thing: the fusion cannon was preparing to fire.

"C'mon, Kev… what's taking so long?" Gwen muttered.

"It's only been a couple minutes, Gwen" Bee pointed out.

"Doesn't matter Bee, time is of the essence right now." Arcee retorted for Gwen.

Right on cue, a vortex of emerald and white swirled into existence before in front of them. Kevin stepped out of the portal, his whole right arm wrapped around a five-foot-long, three-foot-wide silver cylinder. In the middle was a clear, porthole that had lustrous white light shining out of it. In his other hand was a red tool box.

Gwen's brow cocked as confusion swept her face and Arcee and Bee's.

"Kevin is that the…"

"Quantum Drive power core, yeah it is" Kevin finished for Gwen.

"Looks better than the last time I saw it. But what do you plan to do with it?" Arcee inquired, putting a servo on her hip.

As the portal closed behind him, he explained, "It looks better because I've been devoting any spare time, I have to repairing it. As for why it's here…"

"Wait!" Gwen shouted, realization beginning to hit her. "Kevin, are you telling me you're about to…"

"I'm going to reverse the energy output on this device onto itself. With that, added to the fusion core there, it will result in the entire ship being sucked into a singularity" Kevin concluded as he walked to the ruined, control console by the core.

"Like a black-hole," Arcee summarized.

"Think you can do that in the limited time we have left?" asked Gwen.

"Ha! Are you kidding?" The Osmosian looked back and shot her a confident smirk. "Of course, I can do it!"

Kevin immediately opened a panel on the cylinder, revealing an apparatus of alien circuitry. As he worked, a thought crossed Arcee's mind.

"Wait, I thought you guys said you would need that to get home someday?" the blue femme enquired, cocking a metal brow.

Kevin then paused as if he were absorbing that information and processing it. He sighed as he looked back with an almost deflated expression. "Yeah, it could be. But that's not important; right now, what matters is saving the Earth from destruction".

Arcee and Bee looked at each other, feeling kind of bad for their friends. They were willing to give up their only possibly way of returning home just to save a world that wasn't even theirs. It was very admirable. Everyone was silent as Kevin resumed his work altering the Q.D. core.

…

Skidmark grunted painfully when his back slammed through another ceiling. After four times, he finally came to a stop as he fell to the floor right by the hole he had made in the floor. The human turned Cybertronian rolled away from the gaping hole and steadily rose to his feet, his knee joints shaking. His armour now had scratches and dents in various places.

Ben looked around; he observed that he was in a very large, rectangular room that appeared to be a computer room. It looked to be three-hundred-feet-long, one-hundred-feet-wide, and one- hundred feet to the ceiling. He wondered why a computer room would need to be so big. Large consoles and screens were lined up on all of the walls. Red codes ran across the monitors at lightning speeds. Ben realized these consoles must be the hard-drive for the A.I. computer.

With a bit of Energon trickling from his mouth, he lifted up his helm, only to see the form of Vilgax fly through the hole. His feet touched the floor with a thud, only thirty yards separated the two beings. They both glared at each other, Vilgax shooting malign glares while Ben's only portrayed determination.

"It's time we finished what we started all those years ago," Vilgax declared. "There's only two ways this is going to end, Ben Tennyson, either you die... or I do" He held up his huge sword in a battle-ready position, deadly crimson and yellow flames dancing off the blade.

Skidmark's green optics narrowed. He knew that Vilgax was right. He had thrown Vilgax into space twice, defeated him in an arena, blew him up in the ocean, and sent him to Null Void countless times. If he didn't finish Vilgax for good this time, then he would only come back stronger and more vengeful.

"If that's how it is has to go down…then so be it" Ben spread his feet and got in a fighting position, similar to the style Arcee taught him.

"Even if you did summon the guts to kill me, you don't possess the power to do it" Vilgax mocked with ferocity.

To Vilgax's surprise and confusion, a smirk appeared on Skidmark's facial plate as did a mischievous glint in his emerald optics. "Maybe not me… but I think I might know something that can".

Ben slapped the Omnitrix dial again. Four spikes popped out of the disk rim as another emerald light enveloped his body. When the light died way, standing in Skidmark's place was a completely different being.

When the light died way, standing in Skidmark's place was a completely different mech. His size had increased to seventy-feet-tall and his body had taken an interesting change. His upper body was bulky and slimmed down at the legs. He was covered in thick armour that was black as night, which was separated by seams at joint areas. Underneath the seams in his ankle, knee, elbow, and neck areas was silver cabling that wrapped around each other; like the tendons that made up muscles. The armour plating on his knees and the two spikes that extended outward from his shoulders were both a dull emerald. His mouth had disappeared and his facial plate was now smooth and more rigid and masculine. Displayed from his forehead was an intricate-designed, silver crown-like crest with the Omnitrix symbol in the center. At the top of his head was bulb that illuminated the neon-green Omnitrix light from behind the crest.

"Ultimate Skidmark," Ben shouted, clenching his giant fists.

He stared down at Vilgax with renewed fire in his emerald optics. His voice had become a deeper, courageous - sounding voice, similar to that of Optimus Prime.

Vilgax snarled at this new bigger transformation as his grip tightened around his sword's handle. The cylinders on his arms shined violent again as his body size increased to seventy feet to match Ultimate Skidmark's. Along with it, the bloodlust in his eyes intensified as well.

"I swear you will be nothing but a scrap pile when I through with you!" Vilgax roared, charging forward with his sword reared back.

Information of his abilities raced across Ben's optics, and to his shock, he was able to process it all at once. He figured that reading and processing information at super speeds was one of the perks of being a hyper-evolved Cybertronian. Amongst the cluster of newly acquired abilities, one struck out to Ben that made would have made smirk grow bigger if he still had a mouth.

He stood stationary, waiting for the right moment. As soon as Vilgax got within ten yards, his flaming sword lifted over his head, a blinding blueish-green and white light engulfed Ultimate Skidmark's form. Vilgax brought down the sword, but to his shock, it only cut it into the floor. His opponent had vanished!

He pulled out his weapon and looked around, scanning the room for any sign of Ben but saw none. "Tennyson, where are -"

Suddenly, the same blueish-green and white light appeared, and before Vilgax knew it, Ultimate Skidmark stood before him. Before the green warrior could react, the hyper-evolved Cybertronian reared back and punched Vilgax dead center in the face. The blow sent him soaring across the room and straight through the wall.

This time, unlike with Ben's previous transformations, Vilgax felt pain. This new form, this Ultimate Skidmark, was magnitudes stronger than the previous one and the two Vaxasaurian forms. A confident grin adorned the teen hero's facial plate as he stared at the hole in the wall.

"Instant groundbridging, pretty cool. Wouldn't you agree, Squidface?" Ultimate Skidmark taunted.

Vilgax sprinted through the hole with his blade ready, yelling and rage coursing around him. The black Cybertronian summoned a green, dome-shaped energy shield that protected his whole front side right in the nick of time. The loud clang was made from the contact, his shield not faltering one bit. Ben then recalled another new ability he gained and focused on it.

All of a sudden, a green mist materialized out his right servo and extended forward. The vapours took shape of a sword before hardening into super strong, green crystal. When it finished, in Ultimate Skidmark's grip was a thirty-foot-long medieval style sword, comprised of emerald crystal-like material.

Vilgax's brow cocked in slight shock, but immediately passed it off before rearing back for another attack. Ultimate Skidmark deactivated the shield and swung his new blade to block his opponent's attack. When the green, crystal-like blade collided with the red and yellow flaming one, the latter shattered like glass.

This time, Vilgax's eyes had widened from shock. 'How can this be?!' Vilgax thought. 'This sword's strength was on par with Taydenite and he broke it like it was nothing!'

While he was distracted, Ultimate Skidmark swung back his sword and slashed in diagonally across Vilgax's armoured chest. The squid faced warrior slid halfway across the room, hissing in pain from the large gash in his armour. The rage in his eyes only increased as he charged forward, letting loose a battle cry.

Seeing as his adversary was without a sword, Ben decided to play fair. His crystal-like sword dissolved into vapor before it disappeared. He then got in a fighting stance, readying himself for the incoming form of Vilgax. The ex-conquer reared back his green fist and aimed it at Ben's face.

However, to Vilgax's shock, Ultimate Skidmark easily caught the punch in his left servo. Clenching his sharp teeth in anger, Vilgax tried to punch him with his other arm, only for Ben to catch that attack as well. Vilgax pushed against his foe with all his might; remarkably, Ultimate Skidmark stood there holding his ground without falter.

Ben then forced his spiked-right knee into Vilgax's abdomen, causing him to hunch over in pain. Taking his opportunity, Ultimate Skidmark let go of one of his fists, spun Vilgax 180, and delivered a powerful knee to Vilgax's back. A small shockwave was created as Vilgax went careening forward, head first, into the wall again.

Like before, he got, albeit a little shaky in his knees; in addition, he had a prominent gash on his chest and black and blue marks on his face. An enraged growl emanated from the depths of Vilgax's throats; much like an angry predator.

Vilgax bent his knees and launched himself forward. His flying abilities took hold as he soared toward Ultimate Skidmark, already flying close to the ceiling. The warrior decided to use his advantage of flight against the hyper-evolved Cybertronian and shoot down rays from his eyes.

Ben, however, figured out what Vilgax was planning to do and put his own plan into action. Ultimate Skidmark jumped high, flying higher to meet Vilgax in the center of the room. Vilgax's eyes widened when he observed Ben wasn't losing height. It was then he realized that Ultimate Skidmark could fly!

Just meters away from colliding with each other in the center of the room, another blueish-green and white flash consumed Ben's body. It then reappeared under Vilgax's flying form with Ultimate Skidmark emerging and delivering a punch into his torso. The pure strength behind it sent Vilgax sprawling through the ceiling, the ship's bulkhead, and out into space!

As the room began to depressurize, Ultimate Skidmark held out his arms and flew outside. He saw that the ship was now reaching low orbit. The Earth looked very beautiful with the masses of white clouds, oceans, and land almost a hundred miles beneath them. It made Ben sick to think that Vilgax would want to destroy it.

He flew away from the Earth at incredible speeds into the dark void of space. In the distance, he could see Vilgax regaining control and flying back at him. Both strong beings reared back their arms and exchanged blows into the heads. As a result, Ultimate Skidmark and Vilgax went flying back; however, Ben was able to quickly regain control and stop.

Another black bruise was left on Vilgax's green face; to come with it came immense waves of pain. However, to Ben's own shock, he felt nothing; in fact, Vilgax's punch felt like a mosquito biting him if he were human. This indeed shocked both parties to how strong and invulnerable this new transformation was.

In response, Vilgax growled once again, his anger already surpassing the boiling point. He shot out at Ultimate Skidmark again at fast speeds. Ben's optics honed in on him though and he quickly jumped into action by shooting forward himself. But just before they could exchange blows once more, U. Skidmark vanished in a flash of blueish-green and white again.

He reappeared above him, a huge, green crystal-like hammer in his grasp. With a shout, Ben brought the weapon down on top of Vilgax, sending him colliding into the top of his ship. The hyper-evolved Cybertronian flew towards the ship, specifically on the top of the conning tower in the back.

Electricity arced from the bottoms of his feet and to the warship's bulkhead, bringing him closer until he finally stood upright without trouble. Vilgax across from the huge dent he created in the hull, a little shaky at first but he swiftly shook it off, despite the fact that his body was littered with injuries.

Ben's hammer dissipated back into vapor before disappearing. Vilgax and Ultimate Skidmark stared down at each other, intense feelings of aggression and animosity flowing between them.

"Give it up Vilgax! You cannot defeat me while I'm in this form" Ben asserted without any hesitation.

"No! The day I surrender to a human will be the day the universe dies!" Vilgax stated; his voice filled with malice.

Vilgax's feet rose from the hull again as he shot forward like a bullet. Ultimate Skidmark mimicked him and collided with him. Both went back a bit from the collision before shooting at each other again. The fight was becoming more intense by each passing second.

…

In the power core room, sweat dripped off Kevin's face as he worked frantically. It had been at least five minutes since he got back from Outpost Omega and began work on switching the polarity of the Quantum Drive core. During that time, he, Gwen, Arcee, and Bumblebee could hear blaster shots and felt small shockwaves shake the ship.

It became so intense that Arcee headed back to Optimus, Bulkhead, and Ben to lend support; not knowing that Ben was currently engaged with Vilgax outside in space. Gwen and Bumblebee stood guard, ready for any more drones that could attack them; however, none came to the trio's relief.

After crossing a few more wires, Kevin stood back up and placed the device on the scrapped console. "Alright! Done! We got about four minutes before this thing blows!"

"Bee, contact Ratchet for pick-up and then we can inform the others" Gwen said.

"Sure thing, Gwen" He whirred as he gave her a thumb's up.

…

Optimus and Bulkhead were both feeling fatigue eat away at their bodies. They were using their blasters, melee weapons, and fists in the fight against Vilgax's drones. Though they were easy to take down, there were many of them and they were already tired and pained from their previous bout with Vilgax.

The Autobot leader and green wrecker had managed to take down twenty of the twenty-four sent at them; however, at the moment, both were finding it hard to stand.

"Optimus, I don't mean to complain, especially in a fight, but I don't know if we can keep this up" Bulkhead noted; exhaustion present in his voice.

"We…cannot abate now, Bulkhead" Optimus replied; the lack of energy evident in his tone as well.

As another Gigantoid opened fire on them, Optimus dodged the blasts and struck the automaton across the chest with his blades. It fell backwards, sparks flying out of the gash before off-lining. The remaining three surrounded the two, tired Autobots with their weapons primed and ready to fire.

Bulkhead was about to put what little strength he had at rushing one, until the sound of a motorcycle engine caught their attention. They turned to see a familiar, blue motorcycle racing down the ruined hallway at a really fast speed. Arcee then transformed and jumped high in the air, landing on top of a drone and slamming her servo straight into its neck component.

After damaging some vital areas, the drone fell forward off-lined. Taking the opportunity, Bulkhead and Optimus wiped out their blasters and shot the last two. They met up and put away their weapons. She looked around and noticed all the dead drones lying around.

"Nice job boys" She commented.

"Nice distraction you provided there" Bulkhead replied.

Arcee analysed the scene further and immediately noticed someone missing. "Where's Ben?" Worry evident in her voice.

"Last time we saw, him and Vilgax went through the ceiling" Bulkhead mumbled, pointing toward the gaping hole in the roof.

Before the blue femme could comment, Ratchet's voice came over their com-links. "Optimus, Bumblebee, Gwen, and Kevin have arrived back to base. They say the ship will explode in less than three minutes".

"Ratchet, open a bridge to our coordinates" Optimus commanded.

Less than a few seconds later, a swirling vortex appeared before them. "Bulkhead, Arcee, head back to base. I'll retrieve Ben".

Arcee shook her helm. "Optimus, NO! You're weak and exhausted. Head back with Bulkhead, I'll retrieve Ben" She said.

Optimus noticed the urgency in her tone and her pleading optics. The Prime realized that she did have a point. With his current condition, he wouldn't be able to find Ben in time. "Very well. Call for pick-up as soon as you locate him".

Arcee smiled and nodded. "Will do,"

The blue Autobot stayed behind and watched her leader and the wrecker steadily limp into the groundbridge before it disappeared. She brought a digit to the side of helm, activating her com-link. "Arcee to Ben, do you copy?"

…

Vilgax roared violently as he performed a two punch-kick combo in the Ben's chest, which sent him flying across the roof of the conning tower. However, electricity arced between the bulkhead and his feet, bringing him back to the surface quickly. Ultimate Skidmark looked at his chassis and spotted a ton of scratches and a few dents on his thick armour.

Suddenly, to his surprise, the injuries illuminated emerald. He felt his armour moving back into place, and when the light died away, the injuries were gone. This made Ultimate Skidmark grin in excitement.

"Accelerated healing factor, huh? This form keeps getting cooler and cooler!" He remarked.

He was snapped out of his musings as Vilgax soared at him, his fist reared back. Ultimate Skidmark, though, quickly summoned his shield to block the attack. He dropped the shield and delivered a right hook into his chest and then a left hook into his face. The hyper-evolved Cybertronian then picked up his leg and kicked him straight in the torso, sending him flying off the ship and into space uncontrollably.

Ultimate Skidmark was about to take off and pursue, until a familiar feminine voice spoke into his com-link. "Arcee to Ben, do you copy?"

"I'm here 'Cee, go ahead".

"Ben, the ship's going to blow in less than two minutes. We have to leave, now!" Arcee said urgently.

Ben's emerald optics slightly widened in alarm from how little time there was. In fact, he could already feel the ship beginning to shake. The power was building up and would soon be released. All of a sudden, Ultimate Skidmark was brought out of his thoughts again when he spotted a heavily battered Vilgax flying straight towards. His bloodlust eyes were glowing with hatred, rage, and malice.

"Hang on 'Cee, I'm bringing the party to you" Ben replied in his com.

He crouched low and then launched himself into space, soaring at high speeds straight towards the enraged Vilgax.

"I will not lose to you again, child!" Vilgax bellowed.

When they finally got within meters, another blueish-green and white light engulfed Ultimate Skidmark, causing him to vanish. Vilgax came to halt, looking around for his opponent. In another flash, the hyper-evolved Cybertronian appeared right above him.

"Sorry Vilgy…"

Vilgax looked up to see a determined Ultimate Skidmark. "But this fight is over!"

Without warning, his optics shined brighter and then two, dense emerald beams fired out of them and struck Vilgax in his chest. The blasts were so strong they made the green warrior hit the ship's bulkhead hard, denting the hull. Vilgax steadily opened his eyes, but the swollen bruises on his face made it difficult.

However, they widened when he saw Ultimate Skidmark flying straight for him, his fist glowing green with energy. He couldn't react in time before Ben delivered a powerful hit into the torso; in fact, there was so much force the warship's bulkhead caved in and collapsed, causing the duo to fall inside.

…

Arcee was dumbfounded when Ben said he would be bringing the party to her. What did he mean by that? Then the violent shaking of the ship snapped her out of her musings. Suddenly, the roof of the corridor in front of her collapsed as something huge crashed through. Arcee instinctively deployed her blasters, but was not expecting what she would see.

When the dust was sucked out into space, standing in the debris and wreckage was a black-armoured Cybertronian with silver crown-like crest protruding from his forehead plate. Arcee knew she was small compared to her fellow Autobots, but this mech was huge! Heck, he even towered over Optimus by thirty feet! She noted that the top of her helm could barely reach his knee joint.

The next thing that caught her optics was that this mech was standing on top of Vilgax, who appeared to be in a very broken state. His armour was chipped, cracked, and burnt in places while big, swollen bruises littered his exposed pale green skin. The blue femme was definitely taken surprised by that; however, it was the next thing she noticed that really captured her attention. Positioned on the mech's headpiece was a familiar, green hourglass symbol; the same symbol was displayed on his chassis with the exception of four spikes protruding out from the rim.

"B-Ben?" Arcee stuttered with wide optics.

Ultimate Skidmark looked at her and smiled. "Hey, 'Cee,"

"Is…is that what I think it is?" Arcee asked, still shocked.

"Yep, you're looking at the ultimate Autobot." Ben answered, recalling his explanation of his Ultimate Forms to the 'Bots at least a week ago.

After hearing of Ben's Ultimate Forms, Arcee had shortly pondered what an ultimate Cybertronian may look like. Now, it was standing before her. She shook her head from her musings and refocused on the current crisis.

"Ben, we have less than a minute before this place blows. We've got to move out!" She stated.

"Right. Call base for a bridge".

As Arcee contacted Ratchet, a weak voice reached Ultimate Skidmark's audio receptors.

"N-n-no. I-I-I can't… lose to you" Vilgax said in between breaths.

"It's over, Vilgax. You lost" the teen hero frowned.

"NO!" Vilgax paused as he coughed up green blood as it leaked out of his torn mask. He laid there on the floor, his body broken. "Tell me… Ben Tennyson… how d-do y-you always… win? No matter… h-how strong I become... how do you always manage to defeat me. Tell me… HOW?!"

Ultimate Skidmark turned around and glared down at Vilgax; meanwhile, after contacting base, Arcee stood there watching the exchange in curiosity. The Omnitrix bearer was silent for a moment, gathering his thoughts before he spoke.

"You want to know why, Vilgax? It's because I don't fight alone. The truth is, all my victories… weren't really mine. They were all possible because of the people who were there and helped me. I would've been finished a long time ago if I had gone alone" He narrowed his optics at the battered alien. "You've never trusted anyone enough to let them get close to you or stand by your side. You always lose because you're alone".

Ben turned back to a smiling Arcee. He couldn't help but smile back. He then looked back at Vilgax and continued, "To prove my point, while you and I were fighting, my friends just finished sabotaging your ship. It's gonna blow in less than a minute; it's unlikely you'll survive. You won't be able to hurt anyone anymore after this."

Ultimate Skidmark stepped away from Vilgax and towards Arcee, just as another groundbridge portal opened up in front of them. Seeing as how his Ultimate Form would be too big to fit through the portal, Ben pressed the Omnitrix and reverted back to his normal Skidmark form.

"Nice choice of words, hot shot" Arcee complimented.

"Thanks,"

Meanwhile, Vilgax had his head lifted up enough to shoot a glare full of hatred and rage at his archenemy as he and Arcee began to walk into the portal. He would've blasted them with his thermal vision, but he was too weak.

"I will survive this Ben Tennyson! I will return, stronger and more powerful than your tiny mind can fathom! I don't know how, but I will. And when I do, you… and your precious friends… will DIE!" Vilgax's rant wasn't heard as the groundbridge portal closed.

Suddenly, a few seconds later, the ship began to tremble powerfully. Inside the power core room, the Q.D. core was shining with bright, blinding white light. The energy inside became so intense and unstable… that finally… it was released! The entire ship became surrounded in white energy. The ship was then ripped apart as it was sucked into a singularity.

The energy in the singularity was finally released outward, creating a massive explosion. If anyone were outside on the day side of the planet, they would've seen a white blinding light shine in the sky. In the wake of the destruction, nothing remained of the warship… nor was there any sign of Vilgax himself.

---

Autobot Outpost

Three hours later, Ben was sitting on the edge of the huge mesa that served as the Autobots base of operations. He was looking off into the east, admiring the warm colours of the sunrise in the horizon mixing in with the fading night sky. The teen hero had to admit from this spot, the desert landscape was beautiful.

Not long after arriving back, Agent Fowler contacted base, asking for any explanation of the exploding white light that could be seen by half of the world. Team Prime and 10 both spent an hour explaining things from Ben's kidnapping, storming Vilgax's ship, the battle than ensued, the QD core, and destroying the ship. Though Agent Fowler was a bit furious of the fiery aftermath seen from half of the globe, he was grateful for the teams once again saving the Earth.

All over the news stations was the story of the white light in the sky. What was it? What caused it? The Pentagon finally came forward with a cover story, explaining that a nuclear-powered military satellite suffered a malfunction, leading to a meltdown. Most of the general public seemed to buy it since it was a believable story; however, there were those who were naturally sceptical.

To help Optimus and Bulkhead recover faster, Ben transformed into Upgrade and merged with Ratchet's medical equipment. In half an hour, the medical bot finished repairing the superficial damage and sent both bots to recharge. Gwen, Kevin, and Bumblebee decided to catch some sleep as well; however, Ben went up top to relax a bit.

After recollecting on everything, Ben only sighed deeply. He was concerned over two things: the destruction of the Quantum Drive core and Vilgax. Without the QD, could he, Gwen, and Kevin ever return home? Sure, he was beginning to like being here with the Autobots and especially Arcee, but he couldn't stay here forever.

Their only hope of getting back was Professor Paradox or his grandmother, Verdona. In fact, the green jacket cladded teen was quite confused as to where the former was. Why hadn't Paradox showed up yet? Did he know they were here? If he did, why hadn't he brought them back? Does it have to do with the Autobot-Decepticon war? Were they sent here for a reason?

Ben groaned; having all these unanswered questions was just frustrating. He switched topic to Vilgax. Was he really gone for good this time? Ben looked up at the fading, bluish-black sky; in the distance, he could see a faint white sphere of light. The aftermath of the Q.D. explosion was lightening up.

Gwen did a double take by scanning for Vilgax's mana signature, but came up with nothing. Though that was comforting, Ben still wasn't completely satisfied. And he had every right to be! After all, Vilgax has survived many things that presumably killed him.

He also wondered if he did the right thing in leaving Vilgax to his doom. Ben shook his head at that. Of course, he did the right thing! Vilgax has been sent to Null Void countless times but always escaped. In order to keep the scourge of the universe from coming back and threatening the world again, Ben was left with no other option but to leave him behind to his fate.

Still, it did slightly eat away at his conscious. Suddenly, the sounds of heavy footsteps caught his attention. He turned to see Arcee strolling towards him.

"You're not worried about falling off?" She asked with a teasing smile on her face.

Ben grinned back. "I faced down an intergalactic warlord. Why would I be afraid of heights?" He replied in a joking manner.

The blue femme took a seat on the edge beside him, smirking at him. "Hmm…good point, but this is coming from the guy who's afraid of peacocks".

Ben's eyes widened, shock plastering his expression. "W-w-what? How did you… GWEN!" Ben clenched his fists in anger as he breathed deeper. "When I get my hands on her…".

"Relax," Arcee interrupted, "it's nothing to be embarrassed about. Well, actually… it's kind of is now that I think about it".

Ben turned toward her, giving her a smile of his own. "Oh ha-ha, keep laughing".

Both laughed for a few seconds and then went quiet, watching the beautiful sunrise in peaceful silence. After a moment, a memory resurfaced in Arcee's processor.

"Oh, I forgot something" Before Ben could acknowledge her, Arcee slightly flicked the back of his head with a finger and enough force to hurt but not enough to do any real harm.

"Ow!" Ben then glared at the femme. "What was that for?"

She returned the glare. "For pulling that stupid stunt in letting yourself get captured and having me and the others worried sick!"

Ben was about to remark, but after thinking it over, he realized she was right. He sighed as he looked away, rubbing the back of his aching head sheepishly. "Yeah…sorry about that; didn't mean to do that to you guys. Vilgax had to be stopped though".

"And giving yourself up to him was the only way?" Arcee retorted.

"Look, you already know Vilgax blackmailed me into surrendering. If I hadn't done what he said, you guys would've been ambushed" Ben countered, remembering telling everyone of what happened. "I didn't want any of you getting hurt".

Arcee was trying to think of a comeback, but couldn't think of one. She thought it over some more and had to admire Ben for what he did. He gave himself up to get his friends out of harm's way. She also admired his resourcefulness in setting his Omnitrix to send out a signal so they could track him. Brave, caring, and crafty… another three reasons she liked about him.

"Sorry. Thank you for that by the way, Ben. I know I've said this before but you're very brave" Arcee said true-fully, a warm smile to back it up.

Ben looked back at her, and at that moment, admired her features. Ben stared into her cerulean optics, feeling like he was staring into a blue ocean. Her smooth, metallic angel-like face was also an awe-inspiring sight. The curves of her feminine body also couldn't go unnoticed by the hormonal teenager. They were much like those of any human teenager he'd seen.

Ben felt his heart rate increase and a blush creep on his face. 'Wait! Do I… think Arcee is beautiful? Do I like her?' He took another good look at her again. 'Yes, to both questions. She's strong, fearless, and smart… she's everything I want in a girl. But she's Cybertronian and I'm human well sometimes. Is it even possible?' As Ben mused, he remembered an earlier conversation he had with Ratchet about Cybertronian biology weeks ago.

He had explained that though Autobots and Decepticons were machines, they did possess parts that were techno-organic in nature. He noted at the time that the medic bot had put emphasis on 'parts'. Ben thought it over more and came to the startling deduction. Did Ratchet really mean those kinds of parts?

Ben blushed deepened as a result. He remained silent as he stared into Arcee's optics, his mind lost in them. Arcee herself was also contemplating hard, staring deeply into Ben's emerald eyes. The azure femme face blushed blue from admiring those eyes. To her, they were gorgeous.

Neither party noticed that their hands were moving closer. It was only when Ben subconsciously laid his hand on Arcee's servo that they were both pulled from their trance. The blushes on their faces only deepened as they realized what they were doing.

"Uh…" Ben stuttered, trying to find his words; however, it was proving a challenge since his heart was beating a hundred miles an hour. He inwardly cursed himself; he could battle thieves, monsters, giant alien robots, and warlords, but could he talk to the girl he liked? No. "Arcee… uh… I… uh…" He trailed off.

Arcee then took notice of the blush of his face and how hesitant Ben seemed to be. It was then that she figured it out, Ben liked her! A volley of emotions and thoughts were racing through her processor. What could she do? She just found out the new object of her affection likes her.

Astoundingly, doing something completely out of her tough girl character, she leaned down and pressed her lips against Ben's cheek. His mouth immediately dropped, his face becoming tomato red, and an expression of shock plastering his face. Her lips felt so soft and pliable, almost like a real human girl's lips.

The kiss lasted for a few seconds before Arcee pulled away. Her face was glowing a faint blue from her intense blushing. Ben could see a large range of emotions in her optics and face, but there were three that struck out to him, one was pleasure, two was slight embarrassment, and finally… happiness.

Ben began to breathe harder and deeper and could feel his heart pounding through his chest. Though it was only a kiss on the cheek, it was truly exciting. The two continued to stare at each other, both thinking hard on these newfound feelings for one another.

"I'm really happy you're okay, Ben" Arcee said.

She then got up from the mesa edge and walked back to the elevator platform. He continued to watch her the entire time, his jaw on the flor, and his hand holding the spot where she kissed him. As the platform lowered her back into base, she gave Ben a wink before she disappeared back into the mesa.

At that moment, a toothy, wide grin took hold on Ben's face. He laid back and crossed his arms behind his head, looking at the night sky turning into day.

"A new day indeed," noted a happy Ben Tennyson.

Meanwhile, on top of a mesa not too far away from Outpost Omega, there was fairly young man around the age of thirty. He was wearing brown shoes, black paints, and a white lab coat. His eyes were a light blue while his black hair was cut short. All in all, he had the perfect profile of a scientist.

He stood there, watching Arcee and Ben. He was close enough to see and hear them (although he was wearing a special hearing aid just in case, he would need it in some occasions), but he was far away enough to where he wouldn't be noticed. He had observed and listened to their conversation, the feelings in their voices and expressions, and finally the kiss Arcee gave Ben on the cheek.

A smile crossed the man's face from the exchange. "Nice work, Ben." His smile then turned into a grim frown as he looked up at the sky, more specifically the faint white light from the explosion of Vilgax's ship. "However, the battle is far from over yet. You must be ready for the greater challenges to come. Some near. Some in the distant future".

The man pulled out a gold pocket-watch from his coat pocket and pressed a button. In a flash of blue, Professor Paradox vanished into thin air.

---

Earth orbit

Little remained of Vilgax's ship, and the few pieces that did survive were circling around the blue planet. Amongst these chipped fragments of the hull, there was a heavily damaged corpse. The left leg, right arm, and parts of the torso were missing, its black armour was burnt and cracked, and its green skin was very pale. The mask that concealed the lower half of its face was gone, revealing black lips with sharp teeth sticking out.

The broken cadaver wouldn't have remained in Earth's orbit for long (and would've plummeted into the atmosphere to burn up) if a black and purple alien warship with symmetrical spikes sticking out of it had not passed through. A beam of purple shot out from the ship. The amethyst beam surrounded the battered corpse and pulled it closer to the ship.

---

The Nemesis

Starscream, current leader of the Decepticons, Soundwave, spymaster and current second-in-command, Breakdown and Knockout walked into a special lab division of the ship. The four Decepticons walked up to a large, sixty-foot-tall tank placed against the wall.

Many machines, tubes, and wiring were connected to the tank cylinder-shaped tank that was filled with blue liquid. Floating inside the tube was the battered corpse from earlier, connected to a multitude of tubing.

"Why are we stooping so low as to heal this… thing? What good will it do for us?" Knockout protested.

Starscream narrowed his red optics at the crimson mech and growled in irritation. "Because Knockout, if the video that Soundwave gained from hacking into that unknown starship's security footage – before it was destroyed – is true… then this being is our ultimate weapon." He answered.

A sadistic grin grew on the silver seeker's face as he placed his servos behind his back and walked closer to the tank. "It defeated the mighty Optimus Prime, that brute Bulkhead, and the human shape-shifter singlehandedly"

Starscream went up to a console beside the tank and brought up a video clip of Ultimate Skidmark and Vilgax crashing through the roof, with the former on top standing victorious and the latter on the bottom defeated. Starscream inwardly grumbled at this sight.

"However, the being was unfortunately bested by this unseen form… which oddly enough resembles a Cybertronian." Starscream shook his helm from his rambling and continued his explanation, "Nevertheless, it demonstrated great strength and power. Imagine how much stronger we could make it with Cybertronian science and technology?"

"I'm still not thrilled nor do I understand why we are saving this creature. Why don't we just put it out of is misery so that I may… study it?" Knockout offered with a dark grin.

"Ugh…" Starscream frowned as he paced side-to-side. "Decepticons, with our lord and master lying on a berth hooked up to life support, and those three super-powered humans running with the Autobots scrapping our troops easily, it is obvious to say that we have lost the upper-hand in this war. If we are to destroy the Autobots and conquer this world like Lord Megatron would want, then we must have a means of evening the playing field and use every resource at our disposal".

"And you think that… thing can do it?" Breakdown implied; his brow cocked as he stared at the floating, broken body.

A twisted, evil smile returned to Starscream's face. "Why, of course. Given time for this creature's appendages to grow back, superficial injuries to heal, and the necessary Cybertronian enhancements added to its body… this being will become the ultimate Decepticon weapon of mass destruction".

"Is that so?" Knockout asked sarcastically, not buying Starscream's rant. "And what's to keep your W.M.D from turning against us?"

Starscream looked back at the 'Con doctor, a superior smirk still present on his face. "I'm sure that Soundwave here could upload a brainwashing program into the creature's mind once its fully healed, so that it may be… completely loyal and obedient to the Decepticon cause".

Soundwave nodded, signalling that it could be done. Knockout and Breakdown looked at each other, surprised by all of this. They could understand why Starscream was doing this. Their advantage in the war was slipping away thanks to Team 10, and if it wasn't dealt with soon, the Decepticons would be defeated.

"Starscream," said Knockout, "I can understand why you would go to such extreme lengths, but are you sure this is the right way to counterattack the Autobots human pets?"

The smug, egomaniacal seeker scowled as he turned around to face the floating body in the tank. He studied it keenly for a moment before replying, "Desperate times call for desperate measures, Knockout. We cannot allow the Autobots to keep the upper-hand. To counterattack their special weapons, we must fight fire with fire".

He paused, but later continued, "Rest assured, this creature will follow our orders and crush our enemies easily. The Decepticons will triumph!"

Starscream sneered evilly at the broken form of Vilgax, floating in the container in deep comatose.

---

A/N:

Sorry for a late upload with this chapter, been a bit busy with school stuff. Here are a couple of notes about the U. Skidmark form

Voice Actor: Steve Blum.

Abilities: super strength, near invulnerability, thermal optic blasts, instant groundbridging, summoning any weapon with a thought, flight, and accelerated healing factor.

The head piece design is very similar to that of Optimus when he has his battle mask on, so no mouth, but just a black and green colour scheme.

Also, the choice to use the Omniverse design for U. Humungousaur. The ultimate forms were stated to be more battle ready and fight orientated than the normal forms because they spent millennia training in the harshest environments imaginable, and when I was looking at the design of U. Humungousaur, I didn't find it that war ready, if that makes sense. The Omniverse design, with the exposed metallic tubes and spiked armour seems like a better fit. I know some of you may not like the Omniverse designs, or the show in general, but I did enjoy it and I was a big fan of the art style.

I'll see you guys in the next chapter… peace out.