At San Francisco

Krona: (with arrogant smile) The winner takes all. I pity you Metron. since you finished "second", I supposed you can keep Ben Tennyson as your "prize". Besides, the second place is the first loser. Hahahahahaha

Metron didn't say a word, just showing his disappointment after accepting the "winner takes all" bet and lost the game. Metron opens a boom tube and take Ben Tennyson away from Earth

At the massive spaceship

Ben: There's gotta be something we can do! We can't just let him win, we-

Metron: It's over Ben. We've lost.

Ben: But everyone's counting on us.

Paradox: Indeed.

Professor Paradox teleports unexpectedly at the massive spaceship towards Ben and Metron.

Paradox: The story is not over Benjamin. Krona is maybe immortal. But he does have a massive ego makes him vulnerable. Which means he won't resist to accept another game.

Ben gave a small smile, knew that there's chance to have a rematch against Krona. Then Metron opened a boom tube back to Earth.

New York, covered in Force Field while float up at the atmosphere

Meanwhile in New York, Krona is busy playing with his "toys". He's been unleashing couple of villains to cause havoc around the city, then he decided to send a few heroes to met their "demise".

Batman, Plastic Man, and Green Arrow teleports in New York City, where they faced Mongol, Metallo, Kyber, and Dr. Animo, with his Giant mutant Frog.

Dr. Animo: Krona! You promised us dominion all over the world!

Krona: Yes. But first you may have a little fun by eliminate these "heroes".

Mongol: Superman is not here to save them now.

Batman, Plastic Man, and Green Arrow is the middle of their struggle against four powerhouse villains, then a loud rock music plays for Ben's appearance; causes the heroes and the villains.

Ben, already transformed into Atomix, came down and uses his atomic blasts towards the villains; which makes them unconcious, but Mongol quickly recovers.

Batman: I thought Metron took you away.

Atomix: And ditch my home planet? No way I'm leaving Earth again.

Green Arrow: And does the theme song really necessary?

Atomix: Yeah. I've always loved to make an entrance.

Then Krona teleports towards Atomix.

Krona: (disappointing reaction) You couldn't stay away can't you?

Atomix: And ditch my home planet? Like hell I'm leaving Earth again.

Atomix transfromed back to Ben, still wearing his "darkwear" uniform.

Ben: (demanding) We're here for a rematch!

Then a boom tube appears behind Ben, it was Metron, sitting on his hover Mobius chair.

Ben: (demanding) Winner takes all! The cities, the heroes, the villains, the bystanders, EVERYTHING!

Krona: I've already have those things. I've already won. But... I could never resist a game. But on two conditions: I should have never let you (Ben Tennyson) stay with Metron, So if I win, I get you as well. And second, is that Metron will also be a part of the game as well. Not watching, not controlling it, but as a piece of the game.

Metron: But-

Krona: If you want to play, you'll have to play by "my rules".

Then Charles Zenith has been teleported out of nowhere as well.

Charles Zenith: Well, then let the games begin!

Batman, Green Arrow, and Plastic Man has been teleported back to the pods, while the villains, Mongol, Metallo, Kyber, and Dr. Animo, with his Giant mutant Frog, remains to be a part of the game against Ben and Metron.

Ben, transfromed again into Swampfire, then he pushes the Ultimatrix dial to evolved into Ultimate Swampfire whille Metron, using his Mobius chair to fire lasers towards the villains and Metron himself fires the power laser beam from his forehead towards the villains.

Ultimate Swampfire fends off against Mongol then shoot his Azur Pyrokinesis, a large amount of blue flames towards Mongol. Then Mongol punches Ultimate Swampfire and hit towards the wall.

Mongol: I've been waiting a long time for this Ben Tennyson.

Ultimate Swampfire: (while recover from the fight) Hey Mongol! Remember the time that I've kicked your ass couple of times? Good memories right? (trying to tease Mongol)

Mongol appears to know Ben, as his sworn enemy when Ben was with Rook back at space years ago.

Then Ultimate Swampfire start to shoot his Methane Projectiles to blind Mongol temporarily. Meanwhile, Dr. Animo's giant frog uses its long tongue to pull out Metron away from his hover Mobius chair. But the chair is auto-pilot which blasts the frog which caused the frog to be injured. Dr. Animo ran away.

Ultimate Swampfire throw his seeds, then the seeds grows into large vines to bind the villains, including Dr. Animo who's trying to ran away.

Then Ultimate Swampfire noticed something. He noticed that there's a round-shaped floating pods with heroes inside it, which leaves Ultimate Swampfire an idea.

Ultimate Swampfire: Metron! Hold off the villains! I've got an idea.

While Metron is busy fending off the villains after the likes of Mongol and Metallo are freeing themselves from the vines, Ultimate Swampfire pressed the Ultimatrix dial to transformed into Jetray, then flew up to one of the pods.

Jetray uses his neuroshock blasts from his eyes to free one of the heroes inside the pods floating in the air. When the pod opened, it was Supergirl. Jetray lands on the floating pod, then transformed back to Ben to get close to Supergirl.

Supergirl recovers from her concious and wakes while seeing Ben again. She was so happy to see her boyfriend again.

Supergirl: Ben!

Supergirl quickly gave him a hug, then a kiss

Ben: Listen Kara, you've gotta help me freeing the other heroes. They're trapped inside on the pods.

Supergirl: Sure thing Ben...

Supergirl quickly noticed the floating pods.

All the villains are freed from Ultimate Swampfire's vines. Which leaves Metron struggling against the villains. Suddenly, an arrow shot from Green Arrow disarms Kyber's sword who is about to use it to slice Metron.

The villains noticed that then all the heroes, including the Justice Leaguers, the Titans, and Ben Tennyson are standing to front of the villains and Metron. The villains are worried.

Dr. Animo: We're so screwed...

Then Krona appears as well, who is not pleased to see Ben Tennyson freeing all the heroes

Krona: Once again, you've resorted to cheating!

Ben: How can I cheat if you didn't give as any rules?

Krona: Fine! If you can reach the scope outside of the game, then so can I!

Then Krona is about unleashing his power to summoned the villains all over the galaxy

Krona: I'll summoned the villains all over the galaxy to-

Ben: Whoa! Time out!

Then Krona began to stop to unleashing his power after Ben interrupts

Krona: There's no "time-out" in this game.

Ben: (trying his best to bluff) Sure there is...

Then Ben thought of an idea.

Ben: You've called yourself a gamer? How about I purpose a new game? Me and my team of heroes against you. (then he points towards Krona) That's right! You'll be a piece of the game as well! Its more fun for you to be a part of the game. Winner takes all! What do you say?

Krona: Very well... assemble your team! You've got one hour!

One hour later, Ben have assembled his team and made a discussion. Ben's team will be including himself, Metron, Rook, Supergirl, Superman, and Cyborg.

Ben, transformed into Heatblast, then pushes the Ultimatrix dial to evolved into Ultimate Heatblast. Ultimate Heatblast consists all blue flames makes much hotter the regular Heatblast.

The heroes charging in towards Krona. Krona uses his electric blasts but the heroes dodging it. Ultimate Heatblast uses his blue fire blasts towards Krona, then Superman and Supergirl uppercuts Krona together. Then Rook uses his prototool to blasts Krona along with Cyborg uses his arm canon towards Krona

Krona: ENOUGH!

Krona grew wary of the heroes. Krona uses his blasts to hit Rook and Cyborg, they've got beamed up, seeing them out of the game.

Charles Zenith: Rook and Cyborg is out of the game.

Krona uses his blasts again to hit Superman and Supergirl, they've got beamed up, seeing them out of the game as well

Charles Zenith: Superman and Supergirl is out of the game.

Which leaves Ultimate Heatblast and Metron, still at his floating Mobius chair.

Krona: You've think you can beat me? I am a Guardian! You can only beat me only at your dreams...

Ultimate Heatblast: Dreams huh? Not a bad idea

Ultimate Heatblast press the Ultimatrix dial to transformed into Pesky Dust. Pesky Dust flew towards Krona then threw his sleeping dust towards Krona, which caused him to fall asleep.

Pesky Dust: Well, that was easier than I thought...

New York, Somewhere at the city rooftops

At the rooftops, Pesky Dust, still floating in the air, is making sure Metron, Krona, who's still sleeping, and Charles Zenith leaving

Charles Zeith: And now, the new winner of the "Battle of Champions" is Ben Tennyson and Metron. Now, is there any of you heroes would like to comment about-

Pesky Dust: Oww shut the hell up will yah...

Annoyed with the host, Pesky Dust threw another sleeping dust towards Charles Zenith, which makes him fall asleep as well.

Pesky Dust: (looking towards Metron) Do me a favour, make sure those two NEVER come back to Earth again, and never again we'll be playing this game.

Metron: Fear not, I shall make sure they'll "retired" from the game.

Metron opened the boom tube and send himself and Krona and Charles Zenith, who're both still sleeping away.

Then Supergirl flew towards Pesky Dust

Supergirl: Well that was a cute alien (referring how cute Pesky Dust)

Pesky Dust: (blushing) Awww... oww, by the way... sorry about our date...

Supergirl: No big. Besides, we're heroes. And we'll always make sacrifices for our schedules.

Pesky Dust: Glad you've understand...

Then Supergirl and Pesky Dust flew away.