On Galvan prime Ben was loading Azmuth into one end of a machine and the brain into another.

Azmuth's Brain then said, "good and now the machine will reinstall me into my body!"

Azmuth's body held out it's finger and said, "Pull my finger!" he said it happily.

Ben smiled as he said, "My kingdom for a Camera for this! You owe me big time now Azmuth more than before!" he said turning rude.

the brain then said, "I know Ben I know! I was working on something you are welcome to it as a reward for getting my brain back! They are under the shits."

Ben then removed a sheet and his eyes widened at the time cycles as Azmuth stated, "I call them time cycles while they need two drivers they can merge into a ship able of chromo wormhole production or time travel. Now you don't need to be Clockwork to time travel you can just do it while using another alien transformation! And they run on time energy so if they run out of power full charged in five seconds of not moving"

the father of the Tennyson family rubbed his chin as he said, "Nice real nice man! Super in fact! But why is one orange and one Green?"

Azmuth then came out of the machine holding his newly rebrained head as he said, "I ran out of paint and was to lazy to go to the store to buy more!" this got a chuckle out of Ben. And the old little grey man said, "That's right I am not so above it all!"

Meanwhile back on earth

Celestia Tennyson was walking around undertown it was after school and she had an hour before the bus would arrive so like any teenager this fifteen year old was looking around curiously while using her magic to text her boyfriend, "Hoity Toity I still don't get how on Tv kangaroo commando can be a hero but in real life a villain!"

That is when She saw Braveburn as XLR8 running form something wearing the nemetrix it was Slamworm but then it's beack became drill like it got bigger and had small drills running along it's body as for points came out of the nemetrix

Her brother screamed, " THE BEAST OF MURDER DEATH HAS ULTIMATES! I WANT MY DADDY!"

Slamworm was about to attack but Celestia fired off a mana blast at the caller making it fall off to reveal it's natural form was ditto's natural predator.

At witch point Braeburn turned into Gutrot and gassed it as he picked up the nemetrix and happily said, "Gee thanks sis!"

Celestia nodded holding her breath before flying off high in the air and gasping for air! " IT SMELLED WORST THEN WHEN KENNY NEEDS CHANGING AND THAT'S SAYING SOMETHING!"

She then went and land in a different part of under town and went back to looking at her cell phone while walking only for it to go dead and she looked up to see a bipedal version of the spiderlike nemetrix alien roaring as it drained the energy form the phone.

Celestia growled and looked at it, "you made my phone die! I was waiting on a text form my boyfriend YOU WILL DIE!" she said her mane and tail turning fire like for a split second as she charged at the thing hitting it in the gut with her two front hooves while flying as fast as she could.

In a moment the spider's eyes widen as he fell over and turned into a the human Phil as Max and the red spots showed up and Celestia asked, "THE FEAK!?"

As they where loading him up Celestia blinked as she quickly dashed to get aboard and said and she looked to her annoyed great grandpa as she said, "I knocked him out I am involved So right to know what's going on rule you came up with Great Grandpa Max!" she said smirking, as she plugged her phone into a charger in the car as she smiled, "Plus my phone needs charging!"

Later on at the Plumber lab Blukic and Driba were looking at scan results.

Driba point to it, "you see this signature that's a Terroranchula energy field!"

Blukic nodded as he said, "yes thanks to the nemetrix being a bootleg the transformation left a little bit of the bugs DNA in Phil allowing him to generate it! now the field absorbs energy!"

Driba then crossed his arms, "And when full charged the Field makes the Terroranchula DNA left inside take control overriding more of the original Human dna into a half way transformation in theory if he gained enough of a shock he could even turn completely back into one!"

Blukic held the straps of his overalls " or in short he super freaky now werebug now! Hopefully it wont' spread by bite so that comparison will just remain stupid not factual!" he said turning for joking to worried.

Driba nodded as he said, "it's never happened before so it is something to worry about!" the lights then went out and Blukic said, "I just wet myself a little!"

A random plumber then added, "No shame in that!"

That is when they heard a roar and Celestia made her horn glow lighting the room for them to see Phil in his monster form.

Max looked at him, "Phil I know your in there somewhere fight it!" he called out only to gasp when he laughed.

Phil then spoke, "Really Max you thought I was mindless and suffering form this?" he said pointing at him with one hand and holding his gut with the next.

Driba gulped, "ok so thanks to the DNA fusion his intelligent life from status remains unchanged no matter how bug like he becomes horrifying yet fascinating.

His counterpart in overalls nodded and said, "More horrifying though way more horrifying!"

Phil then grabbed Max and said, "I have dreamed of power and now I can take what I want! My field will even mess with that grandson of yours watch so he can only turn into electric aliens to feed me! You can't beat me Max!"

Celestia coughed and said, "Really because I knocked you out with my hooves and I am a fifteen year old girl who was held back so she is still in eight grade so now her younger sister is a whole grade above her!DARN YOU MATH!"

Phil then grabbed the Alicorn in a claw as he grabbed Max in the other, "you caught Me off guard little lady won't happen again!"

Celestia crossed her front hooves, " My name is Celestia Tennyson!" Phil's eyes widen before the filly fired off a horn blast at his head knocking him out making him turn into his human form.

At that point she flapped her wings to hover as she used her magic to pull a null void protector to her and she pulled the trigger with magic making it fire off a beam sending Phil back to it as she said, "This new beam protectors are so nice and neat! Thanks for inventing them Blukic and Driba!"

the two galvan's nodded as they said, "Why thank you!"

Max sighed and looked sadly as he said, "I think it's time to retire!"

Celestia looked at her great Grandpa and said, "Ok why?"

the old red spot sat down, "well let's see kiddo your father is right I should have come clean back on his first night with the omnitrix. I shouldn't have talked him out of not wearing it. I shouldn't have asked him to hand it over when he got it back! Now I can't even tell a victim form the villain!"

Celestia patted her great grandpa's back as she said " yeah you did make a lot of horrible horrible mistakes but everyone does I mean Luna is a full grade ahead of me because I mist counted twice on a test and failed. That's pretty horrible when your younger sibling has seniority over you! I mean Even if you think you can't lead or fight anymore you still have a lot of experience and could teach some rookies how not to make those mistakes!"

Max stood up with a smile, "your right Kiddo! I won't retire I'll go into teaching at the plumber academy. Thanks Celestia!" he then walked off happily.

to be continued.