As Vilgax charged for Ben, Ben slammed down on the utimatrix and in a green flash we heard a yell of "ATOMIX!"

The New alien was punched in the chest by the powered up Vilgax sending hi sliding back five feet but Ben didn't fall and he said, "I should have guessed you won't die Squid face!"

Atomix put his hand on his utimatrix symbol and said, "This is how it always is me vs you!" in a second the spikes came out and in a green blinding Flash Atomix went ultimate!

The new ultimate looked nothing like it's normal form. It was a glowing green energy being who looked like a Silhouette of Ben, it even had Ben's face but without a nose, Ben then yelled out "ULTIMATE ATOMIX!"

He then held his hand out firing a blast of Atomix energy at Vilgax knocking him back leaving Vilgax stunned. Ben then said, "you got the powers of an energy being now so do it!"

Ben and Vilgax then charged at each other! As they trade punches Vilgax growled, "Soon your transformation will end leaving you weak and human! You are just prolonging your life!"

Ben Took to the air and fired another Atomix energy blast as he said, "Then I'll just have to beat you eight minutes!"

Watching this Gwen said, "It's like he's become an anodite!"

Kevin then said, "Well we knew he had it in him!"

Jessica jumped up and cheered, "GO BEN! GO! TAKE DOWN ULTIMATE VILGAX!"

In ledgerdomain the people watching where stunned.

Yukari screamed, "WHAT IS THIS!?"

Nyamo crossed her arms, "Someone took all of the demon's power and is now focusing it all on killing Ben. I don't like this!"

Charmcaster sighed and said, "Ladies this is Ben we're talking about he always wins! Vilgax is fall it's only a matter of time. One of the reason I changed sides."

Osaka petted her cat and said, "and plus he looks like his grandma the energy being now."

Peirce crossed his arms, "Ben always does the impossible this will be no different!"

Tomo then jumped up and cheered, "BEN BEN! GO BEN10! IF HE CAN'T DO IT WE'RE ALL DEAD GO BEN10!"

Meanwhile back with the fight!

Vilgax transform backed into his giant floating head form and used his tentacles to smash ultimate Atomix, only for the ultimate to heat up and burn through them and he flow up and punched Vilgax right between the eyes as his Tentacles healed.

Vilgax roared and fired off a giant red laser only for Ben to hold his hands out stopping the blast when it touched him.

Ben smirked as he made it turn Green and double in size as he said, "here have it back!" he then fired it off at Vilgax knocking him down into the desert below making an impact creator.

Ben crossed his arms, "this energy being thing is in my blood squid face! You can't win!"

Vilgax roared as he got back up and used his beard to smash Ben in to the ground.

Vilgax then took back on his mutated form and charged trying to punch Ben while he was down only for Ben to hold his fist back and say, "You've been trying to kill me sense I was ten! If you couldn't beat me back when I was just some kid What makes you think you can beat me now that I older and way stronger!"

Ben then pushed Vilgax Fist back making him stumble back as Ben got up and said, "all this time I've learned grown changed and improved and you're still the same villain! Still wanting the omnitrix! still can't beat me! Still can't defeat Ben10!"

Ultimate Atomix held his hands out and fired an energy blast knocking away Vilgax!

Vilgax roared as he charged again blindly and Ben easily avoid the strikes. Ben laughed, "you know what's funny you're the strongest you've ever been yet you still can't win! You're so pathetic it's funny!"

Vilgax roared and tried to use both his hands to smash Ben only for Ben to stop them with one hand. Ben then punched Vilgax in the face sending him into the sky. "You will never win!"

Vilgax got up and roared in rage!

Meanwhile in the pit.

Chiyo was panting finally making it to the bottom Azmuth was on her shoulder patting her on the back, "Breath Chiyo Breath."

Chiyo panted as she spotted the sword and walked to it, "Can't to close now!" as soon as she touched it she stopped panting and felt energized, as she lifted the sword which was taller than her.

Sooner Ascalon changed size to fit her as she was covered in its armor, her hair now long behind her back.

Chiyo shouldered it the shoulder opposite of Azmuth and smiled, "Got it don't' worry big brother I'm coming!"

At that moment she saw Ultimate Atomix hitting the top of the pit, she never saw the form but the evolved utimatrix symbol on his chest showed it was Ben. "Big brother!"

Azmuth nodded, "He most have evolved a life form into an energy being amazing, not as amazing as the evolved human form using human adoptability to use all his other transformations power but still amazing."

The giant squid head of Vilgax then flow over Making Chiyo's jaw drop. Azmuth blinked, "so this was his plan to steal all of Diagon's powers killing the beast and replacing it!"

Chiyo then spotted Vilgax landing in his mutate form yelling, "Looks like I do win this time Ben Tennyson!"

Chiyo then ran faster than ran faster than a normal human but no wear near as fast as XLR8 up the stairs.

A red flash returned ultimate Atomix to human and right as Vilgax was about to smash Ben Chiyo appeared and held out the sword witch his fist Hit.

Vilgax's eyes widen as he spotted the sword's blade in the flesh of his hand he then removed his hand form the blade and screamed as his power was being sucked form him into the sword.

Vilgax fell back "NO DIAGON'S POWER! AND ALL THE OTHER POWERS I STOLEN ARE LEAVING ME!"

Chiyo Smirked as she held the sword with s smirk, she watched as Vilgax returned too normal and she smiled and said, "Now all those stolen powers are back in the hands of Good you lose!"

Vilgax roared as he drew his sword and said, "I WON'T LOSE TO A LITTLE GIRL!" Chiyo then Span the blade making a whirlwind that blast him out of the pit and she said, "I'm not just a little girl! I'm Chiyo Tennyson and like my big brother I'm a hero!"

Vilgax land in his normal form Near Kevin Gwen, Henry and Jessica.

Gwen's hands glow as Kevin made metal sword out of his hands, "beating time!"

Meanwhile in the Pit. Chiyo stabbed the sword into the ground sending out a shock wave to undo all that diagon did.

Around the world his brain washed minions left frozen when he died returned to old free selves.

In ledgerdomain

The window allowing them to watch was closing.

Kaorin was stunned, "Did Chiyo just save the world?"

Yomi adjusted her glasses and said, "yes she did! Yes, she did!"

Sakaki smiled and flipped her hair, "Well she is a Tennyson that kind of is what they do best!"

Charmcaster then opened the gate to were Ben and his team were and said, "then go celebrate with her!"

They all nodded and while Charmcaster tried to walk away Osaka grabbed her hand and said, "you're coming to hope!"

Meanwhile back in the Pit, Chiyo was jumping for joy as she said, "I did it I did it!"

Ben got up and smiled and petted her head making the helmet fall over her eyes, "that you did little sister!"

Azmuth then hopped off Chiyo's shoulder and coughed to get focus on him. Chiyo then put the sword in to the ground before him as her armor left her and she said, "right you probably want to go dispose of this now"

Chiyo was left in a pink sweater , orange Shorts, white knee high socks and brown shoes as she said, "well easy come easy go!"

Azmuth then hit the badge on his belt, "Eunice is the teleporter repaired?" Eunice voice said, "yes, it is dad."

Azmuth then smiled as he touched the sword making it vanish, He then looked to ben and said, "Now as for the finished model omnitrix."

Ben then cut him off as he held the utimatrix, "thanks but I wouldn't' have stood a chance without the extra power of this thing so I think I'll keep it."

Azmuth smiled as he hopped on to it and made a small filter appear, he then put it on the utimatrix and said, "Which is why I made this!" he then hopped on as the utimatrix changed.

It now covered the back of Ben's hand completely with four white dots on his knuckles the dial was in the middle with four white tubes leaving form it to the edges of it. Two black buttons were on side the dial and his hand was covered in a fingerless glove.

Ben looked at it puzzled and Azmuth said, "the filter as fixed all the bugs form the thing limited dial location, to clothing errors, and added everything the finished omnitrix has that it lacked, like fully enteral DNA storage meaning it no longer needs primus to work."

Ben smiled and said, "Thanks Azmuth!"

Azmuth then smiled, "Now my Finished omnitrix can't go unused and Chiyo you gave up the most powerful thing in the universe after saving the world, that gives you a reward!" He then pointed to her left wrist.

Chiyo spotted a glow around it and rolled it up and gasped as her eyes widen, on her left wrist was the finished omnitrix the green parts of it quickly turned pink leaving Chiyo eye's widened.

Azmuth smiled and said, "I trust your big brother will teach you how to use it now bye!" he then touched his belt and vanished.

Chiyo's eyes widen at it and she touched it making face of the aliens show up.

From above Tomo's voice yelled, "Chiyo we watched it all in another dimension! How awesome is this!"

Ben Smiled as he turned his dial to Jetray and said, "We'll be right up."

Chiyo then picked an alien making the top slide back and the dial pop up, she then slammed it down and in a pink flash she changed into Stinkfly.

Here version was clearly female, and she was dressed in the same outfit Stinkfly had when Ben was Ten, but her skin was lighter in color and her wings where butterfly like she smiled and said, "and you guys are in for a big surprise!"

Brother and sister then flow out of the pit to some gasps of Shock.

To be continued.

Time till omniverse 12 months