Still at the massive spaceship.

The contest was far from over. Krona and Metron are getting ready for the next round.

Krona: I hope you're ready for the next game. Because I'm going to change the rule for this round. Not so much changes but going to add more variables to the game; to make it more interesting.

While Ben, wearing his "darkwear" outfit is standing on the sideline while the remaining heroes, villains, and the civilians are in their pods.

Metron: Enough chatter, let's get on with it...

Charles Zenith: The name of the game is "capture the flag." The last player standing with the flag wins the round for his team. And I assume you're going to use Ben Tennyson for this round as well?

Ben: Good. Because I'm ready on whatever-

Metropolis City

Ben got teleported outside the spaceship to the streets of Metropolis; where the city is still being covered by a force field. Where he faces Clayface. But Ben quickly transforms into Heatblast. With the massive amount of heat, Heatblast able to turn Clayface into stone.

Heatblast: Well, that was easy...

Then couple of heroes are teleported next to Heatblast. It was Superman, Batgirl, and Captain Atom.

Heatblast: Guys, listen up. We-

Superman: We know.

Batgirl: We're playing "capture the flag" right?

Captain Atom: And the last player standing with the flag wins the round for this team?

In front of those heroes, there are couple of villains as well that are teleported; Captain Cold and Metallo.

Metallo blasts Superman with his Kryptonite ray from his stomach, then Captain Atom blast Metallo with his Atomic Ray. Captain Cold shot Captain Atom with his Freeze gun. And finally, Batgirl disarmed Captain Cold's Freeze gun with her Batarang, then punches him.

Ben transforms into Buzzshock then fly above to find "the flag", While Captain Atom is freeing himself from being frozen, then Superman is slightly recovers.

Buzzshock: Guys! I've found the flag. Follow me!

Buzzshock flew while Superman is carrying Batgirl, following Captain Atom flew following Buzzshock. The flag was near the harbour.

Then Captain cold and Metallo followed them. Captain Cold managed to shoot his freeze gun again towards Batgirl, and she's frozen. Batgirl got beamed up, showing that she's been removed from the game.

Charles Zenith: Batgirl has been removed from the game.

Almost getting to the flag, Superman got shot by Metallo's Kryptonite ray, then Superman got beamed up, showing that he's been removed from the game.

Charles Zenith: Superman has been removed from the game.

Buzzshock and Captain Atom manage to dodge Captain Cold's freeze gun and Metallo Kryptonite ray. Then Captain Atom shot Captain Cold with his ray while Buzzshock manage to shock Metallo until his circuits has been fried. Both Captain Cold and Metallo got beamed up.

Charles Zenith: Captain Cold and Metallo has been removed from the game.

Finally, Captain Atom and Buzzshock reaches the flag and grabs it.

Massive spaceship

Metron: (showing his small smile) Looks like Ben Tennyson is more impressive that we've thought

Krona: His luck is about to run out. Because the next round, I'm going to add more variable to the game.

Gotham City

Ben has been teleported to Gotham city while Captain Atom has been teleported back to his pod. Then there was Batman, Wonder Woman, and Green Arrow.

Batman: Who are we up against?

Ben: Let's find out.

In front of them, there's Bane, Gorilla Grodd, Cheetah, and Deathstroke who's been teleported in front of those heroes. Since the variable of the game has been changed, there a huge flood are about to cover the city floor.

Ben, quickly transforms into Spidermonkey, is climbing up to the wall, while Batman using his grappling hook to going up the the rooftop, Green Arrow uses his grappling arrow to head above, and Wonder Woman is flying up to the rooftop.

Spidermonkey: (sign of relief) That's was close...

Green Arrow: We're not done yet (realising the villains also made it to the rooftops as well)

Deathstroke is using his sub-machine gun to shoot towards the heroes, but manage to dodge it. But Grodd manage to punch Spidermonkey out of the rooftop; where the flooded city has been infested by sharks. But Spidermonkey manage to web to grappled towards the building then climb up to the wall.

Deathstroke is the middle of a clash against Batman, Bane is with Green Arrow, but manage to blind him with Arrows made with tear gas. Bane was blind, then Green Arrow quickly pulled out Bane's venom from his veins. Finally, Green Arrow knock out Bane off from the rooftop. The sharks are about to eat Bane, but he got quickly beam out of the game.

Charles Zenith: Bane has been removed from the game.

Meanwhile, Cheetah is clashing with Wonder Woman.

Wonder Woman: This is getting old Cheetah. You know you could never beat.

Then Cheetah is putting a smirk on her face

Cheetah: I don't have to beat you, I'm trying to stall.

It was Grodd who uses his telepath to give Wonder Woman a headache, then throw her off the rooftop. About to be eaten by a shark, Wonder Woman was quickly being beam out of the game as well.

Charles Zenith: Wonder Woman has been removed from the game.

While Cheetah was distracted enjoying Wonder Woman being removed from the game, Green Arrow uses his ice arrow to froze Cheetah, immediately removed Cheetah from the game as well

Charles Zenith: Cheetah has been removed from the game.

Then Grodd uses his telepathic power again to give Green Arrow a headache, which makes him unable to aim his arrows properly; which gives Grodd a chance to knock out Green Arrow, that unfortunately removes Green Arrow from the game as well.

Charles Zenith: Green Arrow has been removed from the game.

Notice Grodd's telepathic power, Spidermonkey, now evolved into Ultimate Spidermonkey (a gorilla-like alien, with six arms, inspired from Ben 10 Omniverse version), climed up to the rooftop then blinded Grood by using his web shooting coming out from his mouth. While blinded, Ultimate Spidermonkey knock out Grodd away from the rooftops. Almost got eaten by a shark, Grodd got beamed up away from the game

Charles Zenith: Gorilla Grodd has been removed from the game.

Finally, Batman defeats Deathstroke in a hand-to-hand combat, seeing Deathstroke removed from the game as well

Charles Zenith: Deathstroke has been removed from the game.

Then both Ultimate Spidermonkey and Batman has been teleport out of Gotham City

Massive spaceship

Metron: (showing his small smile) Looks like my team won again. Just admit defeat and be done with it...

Krona: (being denial) No! Your team must have been cheating!

Metron: That's not very sporting behavior, for someone used to be a Guardian of the Universe

Krona: I'm not here to be a good sportsmanship, I'm here to win. And I shall win!

After hearing Krona arguing, Batman and Ben is right below Metron and Krona.

Ben: Well, looks like we've pulled of another win.

Batman: But how long can we keep up? Krona is too powerful and we're just pawns to him. We'll go down fighting but make to mistake. We're being set-up to fail in the end...

Ben: Maybe, but we can't lose hope. I had the feeling that the host (Charles Zenith) and Krona is raising the stakes. Which means we won't fail! Because the world is depending on us.