Ok quick note before we start, up next is the space arc, then an episodic arc where more To love Ra characters and ben10 villains will appear, Then their will be a time skip to the summer arc.
Now on to the story.
Staring down Horror's new form from last chapter was Waybig and ultimate Waybig.
Both young heroes looking ready for a fight on the outside of their to'kustar faces, but on the inside their human minds were scared.
Both Evolved and normal Waybig crossed their arms to fire off a cosmic ray! Both beams hit but Horror stood unaffected protected by an electro magnetic energy field.
Ultimate way big, was shocked " That's one of lodestar's powers!"
Horror laughed, " and here's another alien power" He then let out an ultra super sonic scream that send both Waybig and Ultimate WayBig flying backwards, knocking them so hard they morphed back to being Akihisa and Ben. This Was either Echo echo's or Blitzwolfer's sonic attack.
Horror then shrunk down to Humungousaur size as both heroes got up.
Ben turning to run with Akihsia so they could come up with a new plan, "that's nanomech's shrinking power!"
Akihisa face palmed, " Dude I just remembered this is still a dream, if we can over power Horror's will we can control this place like he can, and win, It's how I beat him last time."
The area then changed to a plat dessert plain this change was done by horror so they would have no place to hide.
Horror laughed, "That won't happen I have the time space and reality altering powers of many clockworks and alien Xs, you won't be able to turn my world against me again!"
Akihisa then morphed into Upgrades and said, " I hope you have clock work because it's dare of die time."
Upgrades then touched Ben's Ultimate matrix making Ben morph into clockwork.
Then The Ultimatrix's four prongs popped out making Clockwork transform into Ultimate clock work.
Clock work's body turned silver, he gained a large battery pack, his arms grow longer and bigger, and morphed to only have two very long fingers and a thumb, large tubes connected them to the battery pack. Ultimate Clock work's legs also become stubbier.
Upgrade then jumped on to Ultimate clock work and said, "Time for two heroes to become one!"
Ultimate clock works body was then covered by upgrades, morphing his color pattern to upgrades black with green circuits, Akihsia's omnitrix symbol then appeared on Ultimate clockworks forehead.
Ultimate clockworks battery pack which was twice the size of his body then shrunk down to half the size of his body making him more fuel efficient, his legs also got larger allowing him to be more mobile.
Horror didn't charge and swung his flaming tentacle arm, sending out a store of flaming crystal shards.
When they got to close mini wholes in space time appeared and sucked them in. Another larger white one then opened and sent them back at horror,
Horror jumped back confused as he had never battled two Omnitrix wielders before, as such didn't know what to make of this freaky fusion.
Ultimate clock work a.k.a Ben said, "So this is how Rex felt when I fused in to his nano-bots!"
Upgrades face the formed on a neck on top of ultimate clock works head and he asked, " They have bio-weapons in your world too?"
Ultimate clockwork, "no I went to another universe and meet him, they are called E.V.O's in his world."
Horror then roared, "I will not be ignored!" He then placed all five of his arms if you could call the two tentacles arms together and fired off a large Chromastone energy blast.
The energy black was then sucked into a black whole and fired back at horror through a white whole.
Horror was sent flying back.
Akihisa blinked with his one eye, "I get it Ultimate clockworks time space powers have evolved to the point of him being able to effect space just as much as he can effect time. I mean I think, I only known of Clockwork because I meet a future version of me who was using him."
Ben then said, "It's true, and Normal time control gives me a headache, I could only imagine using Ultimate Clockwork with out an upgrades help would destroy my brain."
Akihsia sinking back in to Ultimate clockwork Upgrade fusions body saying, "then let's call for back up, Let's rewind time to made Horror uneat all our fellow omnitrix wielders!"
Ben then rose his right arm and pointed at a downed horror, " Sounds good to me" He then fired off a mountain sized time beam that was set to rewind time.
When it hit horror screamed as their was a massive white flash.
When the flash died down Akihisa and Ben where back in human form, but Akihisa sitting on Ben's shoulders making them fall backwards.
They then got up showing an full sized army of omnitrix wielders all a different alien all looking pissed off at a normal horror, they then Attacked as horror screamed, when they all, went to attack.
White grates then opened in the ground each one leading to another dimension as Horror vanished. One of the Ben's who was 13 saw his world and jumped in.
Akihisa, jumped up and gave Ben a hand up " I guess we better find our world's Ben and head home. "
Ben smiled, "sounds good to me, I hope we can meet again but really face to face not in some dream dimension."
Ass the two where walking watching other Wielders ender the white grates in the ground, the grates would vanishing meaning it would be getting easier to find the way home for those still looking.
Soon their where only three.
Ben then looked to Akihisa, " I guess this is where we split."
Then out of nowhere an alien grabbed them by the through.
His skin was green he was twice as tall as a human being, he head a beard made of Tentacles he was dressed in black pants with armor plates and armored boots, he had red chest armor, on his right arm was a green watch like Omnitrix.
This was Vilgax, a Vilgax who got the omnitrix. Ben then screamed "Vilgax!"
Vilgax then smirked, " Ben Tennyson It shall be an honor to kill you twice!" His omnitrix them glow as he morphed from squid to humanoid Tiger, man with claws on his hands, his outfit remained the same, but the omnitrix dial moved to his chest plate, Vilgax had used the master control to become Rath!
Rath then morphed becoming more tiger like and gaining another claw and larger muscles as his omnitrix symbol throw four spikes, Rath had become ultimate Rath.
Ultimate Rath then through both away on to the field and charged at them, Ben went for his Ultimatrix to find it gone and he screamed.
Akihsia then turned in to Fourarms, "Ben this is a dream! Your just having a nightmare! Face it and take control!
Ultimate Rath then jumped in to the air and came down at fourarms.
Fourarms leaped back as Ultimate Rath swung his claws. And To Ultimate Rath's shock fourarms gained four diamond head crystal gauntlets one of witch hit him in the face.
Fourarms punched his fist together top right to top left, button left to button right, "Ben This is a dream, now that horror is weakened the control goes to who ever has the strongest will! Now I don't know what history you have with squid face, but you just got to use will power."
Fourarms then charged at xlr8 speed and punched Ultimate Rath with crystal fist at ultra high speed.
Ben saw this and made a tight fist, as he watched Akihsia as four arms see the Ultimate Rath Vilgax fall. He turned away form the downed bad guy only for ultimate Rath to jump up and pounce.
Ben then screamed " LOOK OUT AKIHISA!" And an pink mana blast fired from his hangs at Ultimate Rath sending him flying back.
Ben then smirked as his hands became covered by Pink energy, "I've always want to do that, Cousin sunny Gwen and my grandma always made it look fun and it was. Thanks Akihsia you where right, I can't let my fear of losing my watch to Vilgax control me."
In a second Ben morphed into Heatblast and charged At ultimate Rath and Heatblast delivered a flaming high speed punch that send the bad tiger man into one of the white grates making him vanish.
Vilgax had left the Dream realm. Heatblast and fourarms then shock hands as they left to find their own portals home.
They then jumped in waking.
Akihsia awake in his room and sat up. "Nice working with you Ben10!" He then looked at the clock to see it was the next day, and time to head to space, he head a to get on board the space ship Gid sent to go to Azmuth sense's home planet so he could upgrade the omnitrix so he could unlock, the last two alien play list.
Meanwhile in another universe Ben10 woke up to paradox telling him it wasn't a dream.
To be continued in space.
Join us next chapter, for Lala, Yuuka, Yuuko Minami, Himeji, Akihsia, Yami Celine, Frost Azmuth, Zastin, and Ryoko trip to Galvan prime.
Akihisa then showed up, "Ok now, major events, Rath appeared for the first time, Lodestar's powers where used the first time, and Nanomech was also used the first time. But Lodestar and Nanomech's power only. Plus all of them where used by villains.
Also Vilgax appeared for the first time, even if it's an alternate reality version of him.
Now for the tech specs on ultimate clockwork.
Ultimate clock works short legs makes it impossible for him to walk, he has to warp space and time to transport to place if he wants to move.
Also with all his extra mass he is even slower.
Finally his space time warping powers would litterally fry Ben's brain if he didn't have Upgrades to improve his tech parts.
His space warping powers are also way below Alien x's.
Now for the third part of the Teen frost serial.
Frost as Cannonbolt was rolling after Animo.
Animo Ran on his gorilla bodies hands and feat as he came to the forest where he ran In and say a bear which he hit with his dome's antennas' Mutant ray.
The bear's body then became made of crystals and it ran off behind Animo to battle frost."
The thing them smacked the highspeed rolling Cannonbolt into a tree, where It morphed into Chromastone.
Frost's Chromastone's colors where different then his fathers, the purple was bright blue, his pink was light blue, and his eye was dark blue.
Chromastone then charged at the crystal bear and punching in the head shattering it's crystal.
The bear then swung it's claws only for Chromastone to duck and punch it in the gut shattering the crystal their.
The bear then fell to the ground holding it's gut in pain.
Chromastone then raced off following the sound of Animo's gorilla body stumbling through the trees.
Frost's aliens'
Big chill, Humungousaur, jet ray, Cannonbolt, Chromastone and five unknown.
Hope you enjoyed the third part of the serial.
Tune in for the first chapter of the space arc, Pirates attack.