Hello, my lovely readers.

Merry Christmas!

I thought it was about time I updated this fanfiction since I last updated it on September. So consider this my Christmas gift to you for continuously supporting it.

I should mention that I have stuck to my decision regarding Leone. I know many didn't like that I kicked her out of the love triangle, but well I guess that was to expect.

Also, I'm very sorry for the late update. But hey, at least it's before the year ends. Anyway, I should mention that an art cover for this fanfiction will have to wait for a while. I'm hoping either January and February since I'm so busy. I hope you understand.

DISCLAIMER: I DON'T OWN ANY CARTOON SHOWS (YET!)

Now on with the chapter.

Chapter 40: Assault on the Imperial Palace Part 2

Onboard the Emerald Heroes ship, the entire place was silent. The heroes were gone to save their comrade, thus leaving the ship to remain in a safe distance, invisible to the average eye, and floating close to the skies.

The ship was designed by Azmuth for obvious reasons. The creator didn't want Ben to be living with a bunch of barbarians (Night Raid), hence he figured the ship would keep them from influencing him. Another reason was because he recognized that Ben and his team would need a base of operation.

The ship was equipped with weapons, and special security. So it was unusual when a flash of blue light happened at the cockpit. Ben 10,000, Paradox and two hooded girls were the cause, as they now stood there.

"So that's how that went down." Ben 10,000 said, recalling the present situation. He then turned to one of the hooded girls. "Well you know what to do. Goodluck."

The hooded girl nodded before Paradox rested his hand on her shoulder. The both of them were gone in the flash of blue light. The adult hero then sighed and went out of the cockpit with the other girl with him. He planned on waiting out the outcome.

LINE BREAK

The Imperial soldiers tried their best to hold off the invaders. Ben, Eunice and Sheele, however, proved to be more than a match for them. The teen hero didn't even need to transform to take them down.

It wasn't long before the grand entrance to the Imperial Palace itself was within their sight. But before they could draw any closer, seven silhouettes jumped from above and landed in front of them.

When the small dust cloud cleared, Ben and the other two got ready for a fight.

"They're here." Eunice said, feeling tensed.

Ben understood and raised his hand over the new Ultimatrix. Sheele readied her Teigu while glaring daggers at a certain young woman and her small abnormal dog.

"Ben Tennyson, I didn't think you would come back after what happened the last time." said the Ice Queen, General Esdeath. She and her subordinates straightened their legs. "I don't know if that's courageous or pure stupidity."

"I'm just here for Aria, Esdeath." Ben told her. "Let her go, and we'll be out of here."

"Oh?" Esdeath smirked amusedly. "And what would you do if I don't comply?"

"Then you're in a world of butt-kicking."

Esdeath could only grin at the inevitable battle. Meanwhile, Seryu stared at Sheele until she recognized the purple-haired woman. A disgusted snarl crossed her face, before she pointed at her.

"You! You're alive! How?! I know I shot you the last time!" She yelled.

"None of your concern." Sheele replied and stabbed her weapon to the ground. "I remember your name is Seryu. You took away a good friend of mine. I'm going to make sure you pay for that."

Seryu growled and turned to Ben. "So you're working with Night Raid huh?! I should've known!"

"She's no longer a member of Night Raid, Seryu. " Ben stated boldly. "Unlike you, I can give other people second chances."

"Second chances?! What kind of blabbering noises is that?!" Seryu bellowed, and grinned madly. "Justice reigns supreme! There's no such thing as second chances!"

"With you, I guess you're right. You don't deserve a second chance, not with what you've done. At least that's one thing we can agree on." Ben replied.

Just then, an explosion from one of the palace's rooftops caught their attention. Debris were flown everywhere, but not close enough to reach the opposing forces on the ground. Kurome leapt from one place to another while dodging Spear's lightning bolt.

Esdeath was attentive towards Spear. The strange armor and mystical weapon intrigued her. She didn't know whom she was because of the helmet, but she knew one thing.

"So…they didn't come alone." She said. "Kurome! Return!"

The teenage girl heard and leap away from yet another of Spear's bolt. She did a backflip and landed on a wall, which she then skidded down and made another leap. Spear came to a stop in the air and snarled. She raised Mjolnir and charged the whole body with lightning.

"As if I'll let you off easily! Take this!"

With a loud cry, she swung the weapon straight at Kurome, who was left open in mid-air. She would've been a goner if not for a pink shield obstructing the way. Sunny, the one responsible, grinned at Spear while Kurome successfully landed in front of Esdeath.

"I had a feeling someone might infiltrate the palace. Who is she?" She asked.

Kurome looked over her shoulder, just as Spear landed next to Sheele. "Her name's Spear. From what I heard, she seems to the emperor."

"Spear…" Esdeath muttered, and gave the name a thought. "Ah, now I remember. You're the former prime minister's daughter that got away. Sadly, I cannot say the same for your father."

Spear brandished her weapon to her view. "If I were not under the servitude of Master Tennyson, I would cut you down where you stand, ice witch!"

Just then, there was another explosion. Above their heads, Lucy jumped from a huge hole at a top level of the palace with Aria held under her armpit. The guards chasing them opened fire from the hole. Lucy responded by transforming her free hand into a long muddy whip. She quickly smacked the guards inside and landed on the ground outside.

"Another one!?" Esdeath shouted, obviously surprised.

"Aria! Lucy!" Ben exclaimed. His eyes rested on Lucy. "Wait, you're the infiltrator Eunice mentioned."

He looked over the Unitrix, who slyly smirked. "What? I thought it would be a fun surprise."

"Yep!" Lucy said with a goofy smile. She allowed Aria's feet to touch the ground. "Now if you excuse me, I'm just going to take her out of –"

Before she could finish, the ground shook violently. The cause of it revealed itself in the form of a giant ice wall, bigger than the palace itself, surrounding the whole area. Esdeath's outreached hand was oozing with icy mist before she put it down.

"No one's going anywhere." She stated with a menacing face.

"Let us go, Esdeath!" Eunice told her. "We can take you and the Jaegers on!"

"Is that so?" Esdeath asked, and grinned. "You're not the only one filled with surprises."

Two figures flew out of the hole Lucy made. Run and Wave had made it to the scene, both flying in the air before settling next to their teammates. Run had white magnificent wings on his back while Wave was in a black and blue armor.

"Crud…Did I just jinx us?" Eunice questioned.

"It happens." Ben assured her. "Welcome to the hero life…I guess."

"Now, what do you say, Tennyson? Surrender now, or have your friends die here?" Esdeath threatened.

Ben growled a bit and noticed Aria and Lucy coming to join them. He was fine with Lucy, but Aria was a different case.

"Aria, stand back! This is going to be ugly!"

"I know…that's why I want to join in." Aria replied with conviction. "We don't have time to complain about it. You guys need my help whether you like it or not."

Ben gritted his teeth and looked back at the Jaegers. They hadn't made a move towards them since regrouping. The fact they hadn't even attacked them at this moment was nerve-wrecking.

"We should attack while they're distracted." Seryu said, and took a step forward.

Esdeath's hand stopped her before she could make any advance. Seryu looked up to her for any answers, but the blue-haired woman didn't even give her a glance. She was growing amused by the scene in front of her.

'Oh, Seryu, if only you know.' Dr. Stylish thought. 'The reason why she hasn't attacked is because she wants a good fight. A woman like her lives for battle, so missing a chance like this would be very disappointing. She's in no rush.'

"So what will it be, Tennyson?" Esdeath asked. "Last chance."

Ben looked at her and then back at Aria. He wanted her to stay out of the battle. They came to the Imperial Palace to save her. But seeing their chances, they might need the extra hand, even if he might regret it later.

"Fine." Ben sighed.

"Yes! I won't let you down!" Aria cheered.

With that, Lucy pushed her hand into her stomach and pulled out a familiar flute. Aria was disgusted for a second before she recognized the thing in her hand.

"Scream!" Aria was shocked.

Scream was the Teigu she took her Nyau, one of the Three Beast Warriors. Esdeath had confiscated it from her before her arrest. The ice general didn't seem pleased to see the Teigu was back in the blonde's possession, but she remained quiet.

"How…How did you get it?" Aria asked as she was handed the weapon.

"Well…I snooped around the palace a lot and came across it. Thought I should hand it to you once we were out of here. But since you're joining the fight, I figured you should have it now." Lucy explained

Aria hugged the Teigu to her face and smiled at Lucy. "Thank you."

"No prob. Oh…and one last thing."

In a blink of an eye, half of the bottom part of Aria's dress was cut. Aria's cheeks reddened, fortunately Lucy explained.

"We can't have you stumbling in that dumb dress, right?"

"Oh…right." Aria nodded awkwardly.

She and Lucy rejoined Ben and faced the Jaegers. The teen hero looked at his teammates and slapped his hand on the alien watch. He was engulfed in a flash of green light, which transformed him to a small white alien with green eyes.

"ECHO ECHO!"

He slapped the dial on his chest, which caused four spikes to appear. A wave of green light coursed through his body, changing his body's height and color until the transformation was complete.

"ULTIMATE ECHO ECHO!" He bellowed.

As an ultimate, Ben stood at the same height as before, but with green eyes and a blue and black body.

"You're starting off with an ultimate? Good idea." Eunice complimented.

"Thanks. Esdeath took down Ultimate Cannonbolt the last time. I can't go easy on her this time." He replied.

The team was ready for the battle, with the same for the opposing side. An advance would've happened, however both sides were surprised when someone landed next to Sheele from seemingly out of nowhere. She had a green hood over her head and wore a black and green skin-tight suit.

"I hope I'm not late for the party." She said.

Ben's eyes widened. He recognized that voice, even though it has been months since he last heard it. The person pushed her hood down and revealed herself. Sunny gasped when she saw her.

"Wait, I thought you were dead." She said.

Sayo grinned. "In a way I am. But I'm sure Ben can put the remaining pieces together."

Ben stared at her, before looking away. The last time he saw Sayo was when her corpse in Aria family's shed. There was no way she was alive; she lost too much blood to be alive. Ieyasu had even said it himself that she resisted till the end. So that could only mean…

"Alternate Timeline…" Ultimate Echo Echo muttered in such a way that no one heard him. He faced Sayo and said. "You have a lot to explain after this."

"I'm counting on it." She winked.

Ultimate Echo Echo sighed. Even though he knew whom this Sayo was, it wasn't easy for him to see the face of a girl that he knew was dead in this timeline. But he gathered his conviction and faced Esdeath with a bold face.

"Let's go."

His teammate nodded and marched forward at the same time.

"They're not stopping." Wave said.

"Neither are we." Esdeath replied.

The Jaegers began their pace as the same as them. The tension continued to build up, and so the pacing. The Emerald Heroes and the Jaegers were inching closer, from a simple fast walk to running. When they did meet, they went for their respective enemy.

Koro grew large and jumped for Sheele. The former assassin moved aside and allowed her Teigu to cut through him as he passed. The organic Teigu hit the ground, but went on all four legs as the large gash healed almost instantly.

Seryu jumped straight at her with two guns in her hands. Her pet went for the kill too, with the both of them ready to kill her. Sheele remained calm despite her position. The screw holding Extase together came lose and allowed her to wield a scissor in her hands.


Lucy and Sunny were engaged in a battle of their own. The Anodite shot a blast at the Sludgepuppy's chest, sending her flying a few feet back. As she flew for straight her, she reared her hand back for a devastating attack. Lucy, meanwhile, touched her feet to the ground and changed to her alien body.

She turned into a puddle, which caused Sunny to fly past her. The Anodite looked back and was taken aback when a tentacle from the puddle grabbed her ankle and slammed her to the ground. The earth underneath her cracked, before the process was repeated but around the puddle.

"ENOUGH!"

Sunny's Anodite aura shined brightand broke her out of Lucy's grip. But then the puddle created a giant fist that knocked her a few feet away. Lucy reformed to her humanoid form and balled her fist.

"You know, I've got to say, I don't see how you're a Tennyson." Lucy said.

"I'm not a Tennyson, you moron." Sunny scowled. "But because of my stupid grandmother, I'm related to Benny and his family."

"Yeah. Well you're a terrible cousin."

Sunny smirked and raised her fists. Both of them glowed pink.

"Oh…I know."

Lucy stood ready for the fight that was coming.


Eunice was engaged in a battle between her and Wave. Whenever she tried to touch the young man, he dodged and kept his distance. She figured he might know about her abilities. But there was no stopping him when he uppercut her.

Eunice managed to do a backflip and land on her feet. She winced when she touched her jaw with her right hand. Meanwhile, he stood with his sword by his side.

"I know about your ability, Teigu! Sunny told us about it. So you better know that you won't be getting the drop on me!"

"Hmph!" Eunice smirked. "You seem to underestimate me. Maybe if we met before, I would be in trouble. But…luckily Ben made some upgrades to me as well."

"What?"

Eunice's body flashed a green light. Wave was taken aback when she suddenly appeared in front of him. She connected a fist to his helmet which caused him to skid back. When she came at him again, it was just as fast as before, but this time he blocked it with his wrist.

"How did you do that?! I thought that –"

"I don't need to just touch someone with my hands my hands anymore. I just need physical contact, and thanks to you I just got that."

"Damn you!"


Sayo ran as fast as she could. Several feathers were chasing after her. She pulled out an arrow and put it on her bow before firing. The arrow exploded, along with the feathers.

"Not bad." Run said and landed on the ground some feet away. "For someone to almost outrun Mastema's feathers is no small feat."

"Thank you. I guess you haven't changed from last time." Sayo smirked.

"Last time? Have we met before?"

"Kind of…But you won't know." Sayo then readied her bow and arrow. "Let's just see if you made it through this crazy war alive this time."


"I see you're still desecrating the dead huh."

Spear stood firm while facing two of Kurome's puppets, Natalia and Doya. They were protecting Kurome, who had a smug on her face as she stood some feet away from her.

"Are you seriously going there again?" Kurome questioned rhetorically.

With that, Kurome stretched her right arm to the two, ordering them to go after Spear. Doya circled Spear while shooting bullets at her. Meanwhile, Natalia stayed close by, waiting for an opening. Spear remained unmoved throughout the shooting, until the shooter stopped with a confused look on her face.

She was shocked when she saw Spear open her hands. She hadn't seen it, but Spear had caught all of her bullets in lightning speed. The bullets scattered on the ground, before being stepped on by Spear when she turned to her.

"Just so you know, this won't turnout like last time."

Natalia saw his opening and leapt forward. The upperside of his weapon extended, with the blade heading straight for Spear's head. But then the girl moved her head aside and grabbed the weapon. She pulled Natalia with great force and smacked him with the back of her fist to the face without turning back.

Blood coated his face before he hit the ground on his back. Doya took a scared step back to flee. The look of fear was obvious on her face. It only worsened when she noticed she felt a hand behind her.

"So…you still feel fear." Spear said.

Suddenly, Doya screamed as jolts of lightning coursed through her body. When the pain passed, she fell on her knees and hit the ground on her front.

"Forgive me for using such tactic. I'll make sure the both of you are free from her." Spear said solemnly.

Kurome snarled and recalled the unconscious puppets back. She then pushed her Teigu above her head, causing a dark and purple aura to encase her body and the weapon itself. Purple lightning shot out of the weapon until finally three massive creatures appeared.

Kurome had summoned the Apeman, the Evil Bird, and Kaiser Frog.

"I was saving these ones for Tennyson. But I guess you have the privilege to face them too."

"Hmph! Those monsters aren't worthy of Master Tennyson." Spear rebuked.

"We shall see!"

The Danger Beasts came charging at her.


Dr. Stylish and Bols were ready to combat Aria, who stood ready with her flute in hand. The former pulled out three pills from his labcoat and clutched them in his hand.

"I've been meaning to test these out! Be my guinea pig, girl!"

He threw the pills a few feet between them. The pills sunk into the earth, before five small green humanoid creatures tore through the ground. They had large green heads, red eyes, and claws as their fingers.

"Behold my beautiful creatures! The saibabeings!" Dr. Stylish proclaimed with a huge grin on his face.

The Saibabeings jumped straight at Aria, who responded immediately. She used her flute to play a melody to put them to sleep. But this only gave them the chance to jump her and knock her to the ground.

"G-Get off me!" She shouted.

Dr. Stylish laughed madly. "Fool! Saibabeings aren't humans with the same brain capacity! Now let them rip you apart! I want to get every detail for my research!"

Aria tried pushing them away, but it was in the vain. The weight of the Saibabeings was too much for her. Her situation grew once when Bols stepped forward with his flamethrower Teigu.

"I'll end this here!" He said.

Aria gasped when she heard that and attempted to break free. Bols gripped the trigger to his weapon. Her fate almost seemed sealed until Sayo rushed at one of the creatures and tumbled on the ground with it. She then lifted the creature and threw it against a few feathers heading her way.

The Saibabeings was sliced in seconds. The same went for its comrades, which were killed instantly. Sayo quickly shot an arrow at the incoming feathers, destroying them in an explosion.

Aria coughed as she coughed her nose. Once the smoke cleared, she saw Sayo glaring down at her with her hand reaching out to her.

"You're pathetic, you know that?"

Aria blinked twice in a moment of bafflement. Even though she had seen the girl before the battle, her mind was yet to register that it was really her. But then she took the girl's offer and was pulled back on her feet.

Bols in that moment fired a gush of flames. Sayo responded by stabbing an arrow to the ground. It created a triangle shield that kept the flames at bay.

"How…How are you alive?" Aria asked. She bowed her head with a deep frown on her face. "For what it's worth, I'm…I'm so sorry for what happened back then. There's nothing I can say or do that will change what I did to you."

Sayo stared at her before a scowl crossed her face. "You're talking to the wrong Sayo, stupid. I'm from the alternate reality where I lived. Sadly, I can't say the same for Tatsumi and Ieyasu, the two people your counterpart took away from me."

"I'm…I'm sorry."

"Save it and deal with Run." She then turned her back at her. "If it makes you feel better, I sent you crashing down a fleet of stairs. You died, by the way."

"Um…okay?" Aria grimaced.

Bols gave up in his attempt. He was perplexed to see the flames dying out on the shield.

"What is that? My flames are actually extinguished."

"Fear not…" Dr. Stylish replied as he reached his hand to his labcoat. "I still have some –"

Sayo shot an arrow to his chest, which shocked him. He fell to the ground on his back, unconscious. Sayo's shield went down, and revealed her standing firm with her bow and arrow facing Bols.

"For your daughter and wife, you should give up while you still can. Trust me." She warned.

'What? She knows about my family?' Bols thought.

He perceived it as a threat and angrily sent blasts of flames towards them. Sayo and Aria were able to jump out of the way. Run arrived at the scene and sent his right wing flying straight at them like a missile. Again, they jumped out of the way, but not without the force of the impact sending them further from each other.

'Crap…what kind of Teigu is that?' Aria wondered.

She got back on her feet with her Teigu still clutched in her hand. Run's wing returned back to position. The both of them had a face-off, before the girl lifted her flute to her lips.

'Time to act.' She thought.


The battle between the strongest went inside the palace. Ice covered the floors and walls as Ultimate Echo Echo and Esdeath were battling each other. The latter was hit by another sonic blast that caused her to skid back.

She put her arms down, and revealed a wide grin on her face. The ice general was enjoying the battle with each passing second. She may've lost her hat, but that concerned her little. She prepared for another attack from Ultimate Echo Echo.

The alien hero pushed his arms forward and sent a powerful sonic blast at her. The ground shook by the power, however Esdeath managed to create an ice pillar that lifted her from the floor. The pillar was destroyed, but not without her leaping over Ultimate Echo Echo.

She snapped her fingers, which caused a giant ice ball to coming crashing down on him. Since it happened suddenly, it crashed on the alien hero while she touched down. That wasn't enough to hold him down, though. The entire ice ball shattered to tiny pieces and a tense fog.

General Esdeath's eyes caught something moving through the mist. She reacted by drawing out her sword and slashing the blade in the wind. The rapid swings made ice slashes that collided with the strange things she saw. They were black and blue disks, and more of them were coming.

One of these disks split into five other disks. They unleashed a powerful sonic blast that destroyed her attacks. Esdeath was even hit by the blasts and sent flying through a pillar. She barely had enough time before Ultimate Echo Echo came with a punch for her face.

She bent down to avoid the punch, which took a good chunk of the pillar, and kicked him at the stomach. Ultimate Echo Echo flew a few feet back and landed on his feet. He then stretched his arms forward and unleashed another sonic blast.

To counteract it, Esdeath raised her arms up, which caused an ice wall to obstruct the attack. Of course, the whole thing shattered, but by then she got behind the alien hero, ready to strike him at the back.

"Yeah…I don't think so!" Ultimate Echo Echo said as he turned his head to her.

A disk showed up in front of her face. Esdeath leap back, but then found another disk behind her. Both disks split into numerous disks that blocked any way of escape.

"SONIC DOOM!"

The disks unleashed a powerful blast unlike any before. Esdeath cried out in pain as she got hit from every part of her body. She screamed, but soon numb it when she bit the bottom of her lips.

"I…" Her body began to glow misty blue. "…SHALL NOT YIELD!"

With a loud voice, she unleashed a powerful ice blast that destroyed the disks. Ultimate Echo Echo saw that as an opening and flew straight at her.

"I was counting on it!" He said and punched her right in the face.

Esdeath got hit by the cheek and sent flying into a wall. The air in her lungs shot out as she gasped. The pain got worse when one disk planted on her chest and unleashed a strong sonic blast. It sent her flying through two rooms, before her body tumbled uncontrollably and she lay on the ground on her front.

Esdeath groaned. She could feel the pain coursing through her body. Her long blue hair was a mess, and her clothes now had a few tears and holes. But even with all of that, she staggered back to her feet.

"STAY DOWN, ESDEATH!" Ultimate Echo Echo demanded as he walked towards her. "IF I WANTED IT, YOU'D BE DEAD ALREADY!"

"Dead? Me?" Esdeath huffed and smirked. "You really have much to learn, child."

"What are you talking about?"

The room they were in slowly began to be encased in mist. Ultimate Echo Echo minded it very little as he extended his right hand at her.

"I'm ending this here." He proclaimed.

But then he found a problem. His mechanical body began to feel stiff. Then it began to make sense. Ice from the mist had frozen his his joints, thus leaving him stuck in one position.

Esdeath was proud at her accomplishment. She strolled over to him. "The ice you destroyed created mist that only contributed to your downfall."

"You…You planned this from the start."

"Yes." Esdeath admitted and planted her hand on the Ultimatrix dial. "I hoped you would notice, but now it's time to end our little battle."

With that, she created a few ice shards that tore through the alien's chest. The force of it sent Ultimate Echo Echo screaming in pain as he was lunged back. The Ultimatrix quickly changed him back to normal, where he then tumbled on the debris covered floor until he came to a stop.

"Now then…" Esdeath made her way to him with a toothy grin. "…how do you want this to end, Tennyson?"

Ben scowled and slammed his hand on the Ultimatrix.


Eunice crossed her arms over her chest, and took the force of a punch from Grand Chariot. Both she and Wave were in her stalemate. Eunice had his speed, strength, and just about every ability his Teigu possessed.

Wave wasn't liking the situation one bit. He was angered and at the same time disgusted by Eunice. So as she came to a stop with her legs on the ground, he pointed angrily at her.

"Do you not feel any shame?! Stealing one's ability that was earned is atrocious! Even a Teigu like yourself should feel that!"

'I'm not a Teigu though.' Eunice thought.

Sunny had been the one to feed the idea that she was an organic Teigu. Eunice didn't know the full detail, but she had a feeling the Anodite was responsible. Surprisingly, she was fine with it since explaining her origins was unneeded.

"Like you're one to talk!" Eunice yelled. "The empire you serve expands into territories that aren't even theirs! The people who fight back are squashed, and many of them are subjected to things worse than death! And for what?! For one gullible child and an overweight corrupt man!"

"Silence!"

Wave swung his weapon against Eunice. The girl caught them by both her hands, but that didn't stop the young man from pressuring her.

"You insult the empire, the prime minister and the emperor! No wonder you work for Ben Tennyson! Whoever your real master is, you certainly have his foul mouth!"

"Funny you should say that. He does have a foul mouth, but…" She paused and kicked him at the chest. "He means well even when he doesn't show it."

Wave's feet dragged through the ground until he came to a stop. He glared at Eunice and tightened his grip on his weapon.

"Of course you would say that. You are just a Teigu, a tool that does whatever the master says. Do you even have a thought of your own? I think not."

"I should ask you the same question." Eunice replied. "Face the truth. You're just a countryside pumpkin that doesn't know what he has gotten into."

That response ticked Wave off. He leapt straight at her and swung his blade against her chest. Eunice blocked it with her arms, but the force behind the attack sent her skidding back.

Wave changed his tactic and began attacking her from all sides. He began using his superspeed and strength to put her in a difficult situation. Because he was random with his attacks, she couldn't block most of his attacks.

"Why do you fight, Teigu?! You say you have your own opinion, but I doubt it! What you are is nothing but a weapon for people you're compatible with! You have no thoughts, no desire, and worse of all no shame!"

Wave's blade had no effect on her throughout. But the force from each swung was painful in some ways. He decided to switch the blade for his fist. So with a punch, he swung it straight for her face.

Eunice surprised him when she caught it in her fist. Wave's eyes widened underneath his helmet. The girl was glaring at him with conviction.

"I choose to fight because it's the right thing to do! I fight because Ben Tennyson, his cousin and friend gave me a life when others would've discarded me! So you better believe I have my own opinions! I don't fight because I'm told to do it! I fight...SO I CAN PUT PEOPLE LIKE YOU IN THEIR PLACE!"

"You bitch! All you're saying is nonse! If you wanted to do the right thing then you shouldn't be fighting me! The empire –"

"The empire is shit!"

Eunice punched him at the helmet. Before he could recover that, she punched him again, and followed that with more punches at his chestplate, stomach and helmet.

"The empire takes whatever it wants like it owns the place! The empire doesn't care about the children who go hungry in the night, the women who are raped, nor the men that are accused of a crime! And for what?! So some century old stupid monarchy can last longer!? People aren't tools to bend to one child's whim! People aren't meant to have their lives dictated by one old asshole!"

"Shut up!"

Wave unleashed a loud cry and punched Eunice in the face. "You don't understand the empire! The empire brings peace and security! It's people like you who creates disorder and chaos! We only want to fix it!"

"Fix…it?"

Wave gasped. His fist was dug painfully to her face. There was even blood leaking out of her mouth. But the fire in her eyes were intense as she glared sharply at him. Even as she was bent backwards by the punch, she began resisting by pushing herself forward.

"Don't…make me laugh…Peace? Security? Where have you been living…at the sea?"

Wave snarled and swung his blade at her. He couldn't believe the things she was saying. It felt like a spat at his own beliefs. So he kept pushing at her face while his blade came for her face.

The outcome seemed uncertain at this point. Both of them should be at the same strength and defense, and yet they were both pushing past their limits.

Wave's fist kept pushing into her face until she slid it off. The bloody look on her face, added with the furious glare in her eyes, angered him more. Eunice caught his other wrist before the blade could strike her. Then she pulled her fist back and swung it for his face.

"Don't me wrong, I think there is good in you. But…" She landed a powerful punch at his helmet. The force even broke through the metal and hit his actual face. "…as long as there's still life in me, I will fight for the freedom of others! Because I know what it meant to be nothing but a tool!"

Wave collapsed to the ground, defeated and wounded. Eunice emerged as the winner, but not without some drawbacks. Her body ached so badly before a flash of green light engulfed her. She wobbled a few times before closing her eyes and falling on her back.

"I…overdid myself…didn't I?" She whispered. 'I leave the rest to you…Lucy.'

And with that, she was engulfed by another flash of light and returned to her original body which was the Unitrix core.


The battle between Sunny and Lucy had started at equal ground. But in a minute, it became obviously onesided. Lucy was on a mission to take down Sunny. If she failed, Sunny would be dealt with by another.

The situation seemed to point to her failure. Lucy's species don't have blood since they could always heal. But in a battle against an Anodite, her limit was tested to the brim.

Lucy's body was in a bad shape. She lay on the ground, her clothes with huge tears and huge wounds refusing to heal. It also didn't help that Sunny kept crackling as she shot a pink beam from her index finger at her body.

"Come on! Keep healing up! This is too much fun!" Sunny stated with a toothy grin.

Lucy bit the bottom of her lip to hold back her scream. With Sunny's constant firing, her body was finding it difficult to heal. Luckily, she had one trump card of her own.

She put some energy into her right hand while enduring more of the pain from Sunny. She had taken with her a familiar alien gun into her body. The Null Void projector appeared in her grasp, before she pointed it at Sunny.

"Got…you." She said, and fired.

Sunny was surprised, especially when the brownish-yellow beam hit her. But upon stretching her hand to it, she huffed and grinned at the wounded blonde.

"Baka." She said.

The projector exploded, and took out most of Lucy's arm. Lucy screamed in pain, before being kicked by Sunny by a few feet away. The wounded girl bounced a few times on the ground before coming to a stop.

"Crud…I…I failed." Lucy said with a sad tone. "I'm so…sorry."

She sighed and lay down unconscious. Sunny approached her with a smug on her face. The blonde looked pathetic in her eyes.

"I don't know why you're so sorry to me, but…if I were you, I'll be worried about your family. They just lost a daughter."

She opened her hand and stretched her arm towards her. A pink beam was charging up, when suddenly a lightning blast sent her flying back. She landed on the ground and saw the one responsible.

Spear had made it to the scene.

"She wasn't saying sorry to you…" She stated strongly. "That…was for me and Eunice."

"What?"

Spear explained. "You're a psychopath and too dangerous. So I told them I will kill you. Of course, they were against it, and tried to persuade me to reconsider. But after a while we decided that they'll handle you in their own way. If they failed…I'm free to take your life."

Sunny burst into a moment's laughter. While she did that, Spear lifted Mjolnir to the sky and summoned a rainbow beam down on Lucy and Eunice. The both of them were gone in an instant.

"So you got an upgrade." Sunny said amusedly. She was still on her two feet. "That does not matter. Humans in this world are weak compared to me."

"I was told you want your cousin to kill you for some sick reason." Spear replied. "Though I pity you, I will not allow you to force Master Tennyson to have blood on his hands. I owe him my life, and as his servant, I will do what I can for his sake…even if he will hate me for it."

"HA! IDIOT!" Sunny cried out. "LIKE YOU CAN BEAT ME! NOW JUST DIE SO BENNY CAN GET MAD!"

She stretched her arm at her and unleashed a powerful mana blast at her. Spear was engulfed in it until the Anodite stopped to see her gone.

"I probably should've left a part of her behind…Huh?"

Sunny noticed a shadow on top of her, and looked up. Just then, Spear came down at her with her blade cutting Sunny's arms off when she tried to block. She screamed while the girl landed on the ground.

Spear swung Mjolnir at her, but Sunny reacted. Though she didn't have her hands anymore, she created a pink shield. The blunt of Spear's attack sent her flying to the ice wall though, with the air in her lungs shooting out of her mouth.

She maintained the shield just in time. Spear came and swung her blade against it, pushing the Anodite inside. She pulled back and raised her weapon in the air. The clouds darkened before lightning shot into the blade, supercharging it just for her to strike it against the shield.

The turnout caused that portion of the ice wall to shatter along with the Palace's wall. Sunny cried as she slammed through another wall before doing a back flip and landing on her feet. She waited until her feet stopped skidding back.

Spear came flying for her, which caused a snarl to cross her face. She responded by sending mana balls at Spear with unprecedented speed. The human girl with god-like powers maneuvered her way through them while matching to the speed. She also used her weapon to knock a few away.

Upon getting close, she hugged the Anodite and raised her weapon to the sky. A rainbow beam came down and struck them. They were teleported across the world and ended up at a place with snowy mountains, ground and trees.

Sunny and Spear jumped out of the rainbow beam before it disappeared. The Anodite regrew her arms and just in time. Spear came and flew straight for her. The Anodite responded by flying straight at her.

Spear saw her chance and swung her weapon for her neck. Sunny would've been beheaded if not for the Anodite catching her hand in time. But that didn't stop Spear from using her free hand to punch Sunny right in the face.

The Anodite was sent a few miles away before doing a backflip and skidding back on the snow. She let out a loud cry and slammed her pink glowing hands to the ground. In an instant, the ground exploded, including some mountains within the area. Lava took over the place, before she stood up with her glowing fists and the lava rising to her command.

"DIE!"

She cried out and sent streams of lava straight for Spear. The human saw them coming and flew towards them. Despite the high level of heat and the speed, she flew over, under and around the many that came her way.

Sunny snarled and tightened her fists. This caused an invisible force to send everything around her flying away. The lava burst, with smog covering the sky. Sunny didn't care about the climate though, and clutched her fist at her right side.

When she swung her fist at Spear's direction, she unleashed a small black hole half her size. Spear came to a stop and swung Mjolnir straight at the thing. To Sunny's shock, the weapon cut through the black hole and headed her way, lightning coursing through it.

"NO!" She cried and unleashed a powerful mana beam.

Mjolnir cut through that too, much to her horror. She stared at it scared until it plunged into the middle of her chest, where it caused her to stop her attack. The pain from the blade worsened when Spear landed and pushed the axe further inside.

The axe's lightning coursed through Sunny, causing her to scream in pain. At first she seemed to give in. But then she snapped and unleashed a energy burst that sent Spear and Mjolnir flying away.

Spear landed on her feet and stretched her hand out to Mjolnir. It lifted a few inches from the ground, when suddenly Sunny flew into her with her hand suddenly tightened on her neck. Both of them were flying through the air with the Anodite leading the way.

"YOU'RE NOTHING WITHOUT YOUR HAMMER!" Sunny exclaimed.

"Is that so?"

Spear surprised her when her entire body charged up with lightning. Even her eyes began to shoot out lightning. Before the Anodite could react, she was electrocuted by the lightning, which caused her to release Spear.

Spear grabbed her ankle and stomp the ground. She brought Sunny down with her and slammed her back against the hard icy ground. The Anodite screamed at the top of her voice, but that only continued as Spear slammed her five times around her.

The ground cracked with each impact until Spear threw Sunny up and grabbed her face. She flew to a mountain, where she threw her at it with great force. Sunny broke through that mountain and another one before Spear seemingly appeared behind her and grabbed her face.

Spear then flew her to another mountain and brushed her face against its walls. Sunny cried out in pain as her vision was obstructed by the rocks mixed with snow and her head feeling like it was about to be crushed.

At last, Spear released her by a throw. Sunny's body began descending to the ground. Her whole body seemed numb, as even the life in her eyes were gone. But then she snapped back to life with a serious snarl.

The Anodite straightened herself in the air and glowed a furious pink aura. She created a hundred duplicates from her body and sent them towards Spear. The human responded by twirling so fast that she created a huge tornado.

An uncountable number of lightning bolts killed some of the duplicates. The rest were able to get inside the tornado, where they located Spear and shot a mana-based rope at her. Spear's attack was halted as she was bounded at every part of her body.

Sunny laughed maniacally. As her duplicates kept Spear in place, she extended her hand to her and began charging up a powerful mana ball. It would be enough to kill someone like Spear. However, the human refused to yield.

She struggled against her bonds until Mjolnir arrived. The mystical weapon cut down every duplicate in seconds.

"Too late, human! With this, even you can't destroy it!"

With that bold statement, she shot the ball straight for Spear. The human had just caught Mjolnir when she saw the thing coming. She quickly twirled the long weapon with both hands and created a big tornado from it.

"Who said anything about destroying it?! Now eat your own dessert!"

Along with the tornado, the powerful mana ball slammed against Sunny, who cried out in so much pain. The right side of her body was gone, with some of her hair barely hanging on to what remained of her hair.

"Time to end this! So never come back!"

Spear let out a powerful battle cry and swung her blade against Sunny uncountable times. When she stopped, she was back on the ground, with her knees bent and her right arm extended by its side with the mystical weapon.

Sunny's body tore into tiny pieces until she exploded in a powerful discharge of lightning. She cried out in pain until she was no more. Spear huffed and looked back up with a small smile.

Sunny had finally been dealt with. Spear wondered how she would break the news about her death to Ben. Knowing him, he won't be thrilled that his evil cousin was killed. The grandmother did put him in charge of reforming her.

Spear found the thought of reforming as a dumb idea. Sunny was too dangerous to be reformed in her view. She was about to fly away, when she sensed a familiar but yet choking power level.

"Oh my, you really got me there."

"Impossible…" Spear gasped.

Twinkling pink particles floated from the ground and afar. Every one of them were coming from near and afar, representing the life force that lived in everything and everyone. No human was included, but the numbers heading to one spot along was worrisome.

"Your weapon is no Teigu. Such meager thing can never match me in a hundred years. I wonder where you got it."

Spear stiffened and gripped Mjolnir tighter. The particles gathered as one ball at the exact spot where Sunny supposedly died. With a bright white light, Sunny returned but with a body Spear had never seen before.

"Does not matter now. You're going to die in…ten seconds."

Spear snarled as she glared at the creature in front of. Sunny had returned to her original form, which is her true Anodite body. She had a humanoid figure, though in a way she was naked since she wore no clothes. Apart from her eyes and hair, she had a purple color. Her eyes were entirely pink while her long flowing hair was with the same color but in the form of pigtails.

"I won't die here, monster. Master Tennyson hasn't given me permission to die here."

"Oh? Ara Ara…That is a problem…Not!"

Spear gasped and turned back. Before she could blink, Sunny had gone passed her with her back turned against her. Spear saw it as a chance and took a step to slash her with Mjolnir.

"This 'fight' is over." Sunny said suddenly.

"Huh?"

Just then, Spear received multiple invisible beatings all over her body. She cried out in unbelievable pain as all she could do was take the pains. At last it came to an end, but by then most of her armor was in destroyed, and her eyes seemed to lose any life behind them.

Spear's body fell to the ground with a soft thud. Sunny simply huffed at her and flew upwards. Once she was high enough, she raised her index finger above her head and created a small mana ball.

The ball grew large in size until it was five times Sunny's size. The Anodite then flicked her finger, sending the thing down. Spear and everything within its range was engulfed by the mana-ball, which exploded and destroyed the entire region.

"I wonder if I just contributed to climate change."

The thought made her to laugh in amusement, and fly away. She was going to take her time to arrive at the Capital.


General Budo watched from one of the rooftops of the battle. Ben and Esdeath were having their battle outside the palace now. Ben had changed into Diamondhead, which triggered the Grand General of the empire.

The last time he fought Ben, the hero had used that alien against him. Just the sight of seeing the alien again reminded the angered general of his defeat.

At last, he threw his cape aside and jumped down between Esdeath and Ben. The ground shook violently with a dust cloud caused by it clearing up. Both Esdeath and Ben were able to see the grand general rise to his feet. His Teigu, a dual gauntlet, were charging with electricity as it tasted once again for battle.

"Ben Tennyson!" Budo bellowed as he threw his arms apart with his fists tightened. "Today we settle the score between us! For your crimes against the empire, you shall die this time!"

"Aw…crud." Diamondhead frowned. "You again? Seriously, dude, you've got to give it up!"

General Esdeath and General Budo charged at him at the same time. Ben slapped the Ultimatrix dial and charged into a new form.

"ULTIMATE WHAMPIRE!"


Spear lay on a hospital bed in the emergency room. She was wearing a hospital gown while Mjolnir rested on the wall next to her bed. She was accompanied by Lucy, who was also hospitalized.

Ben 10,000 was staring at them both with pity. He knew the outcome of the battle, but never got to see them in this condition when he was still a teen. But after a few seconds, he turned away with the Unitrix in his hand.

"Keep watch on them. I'm going to work on Eunice." He said.

Kurome nodded with a cookie in her hand. She was seated on a chair which was bent backwards against a wall. By her side was her Teigu, Yatsufusa, and the Teigu of her deceased sister, Akame's Murasame.

'I wonder how long till I can meet the onee-chan of this timeline.' She thought.


Oh boy, that was so much to type!

I'm so glad I got this one out! Now getting the next chapter done won't feel so difficult.

Let me just inform you that this isn't Ben 10,000's first appearance. The same is for Alternate Timeline Sayo and Alternate Timeline Kurome. The former is based off a story I dropped, while the latter is from a timeline in which Akame died in her battle against Esdeath.

I won't go into detail on that. Just keep reading, because they're going to be around for a while. Why? Find out in the next few chapters.

So what's going to happen next? Here's what:

Sheele vs Seryu and Koro

Ben vs Esdeath and Budo

Sayo and Aria vs Bols and Run.

So yeah there's a lot coming for you. I wanted to have Sheele's battle in this chapter, but I thought I should take my time for that one since it's a revenge kind of battle.

Thank you for reading. Please let know your thoughts on the chapter in the reviews.

Also, please visit my YouTube channel and check out my videos. Subscribe and ring the notification bell if you enjoy the contents. The name of the channel is "Facts and Fiction Studios."

See you guys in the next chapter.

Oh, and MERRY CHRISTMAS! I hope you guys have a wonderful 2020!