Author's Note: I own nothing. This story is winding down, there will be Omniverse too I promise.

32 Retreat

George wasted no time challenging the Dagon. Jen turned to Kevin and Gwen.

"Behind you!" Gwen whirled slamming a wall of Mana into the Esoterica who had tried to take them by surprise. Jen smiled slightly. "I have an idea, just don't die ok?" They nodded, smiling at each other as they turned to continue the battle.

Seeing Ultimate Way Big was something completely new and for a moment they had hope that the battle wasn't lost. But then she vanished in a cloud of acidic rain and the Dagon laughed. George roared in rage, sending a blast of power from his sword. The Esoterica went flying. He charged the Dagon as more of the Dagon's minions came rushing into the valley. They were tossed aside though before they could reach the two teens. Jen reformed from Ultimate Wildmutt in a flash of green. Kevin leveled his rifle and blasted an Esoterica directly behind her. She grinned. Gwen frowned throwing up a shield to buy them a few seconds reprieve from the fight.

"You alright?" Gwen could see she wasn't entirely ok. There were holes in her jacket and the skin visible underneath was red and irritated, probably from the acidic rain.

"I'll be fine." Jen said glancing over at where George was facing the Dagon.

"What's the plan?"

"Help George, that sword's our best bet for beating the Dagon now. I am a bit worried about where Vilgax wandered off to." Gwen blasted the shield outward knocking down the next wave of Esoterica.

"Can we worry about Vilgax after we deal with the literal demon raining down fire?" She asked whipping a line of Mana around the next wave of fighters and throwing them into the ones behind them. Jen nodded glancing at George.

"Just keep an eye open for him, if he managed to summon Psyphon while he was in the Dagon's dimension then he's planning something. Something desperate." Kevin nodded as Jen transformed into Chromastone.

"She's not wrong, he's not one to just give up." Gwen nodded as Jen raced off to George, leaping into the path of one of the Dagon's energy beams, absorbing it and blasting it back at him.

"George! Now!" The combined blasts had the Dagon crying out, though if it was in rage or pain there was no way of telling. But one of the drawbacks of Chromastone was that while channeling energy she couldn't move. That got her smacked out of the sky by one of the Dagon's tentacles. She went crashing into the Earth as George roared out a challenge again.

"You will do her no more harm foul creature!" The Dagon laughed then screamed as George slashed, energy following Ascalon's blade, marring the creature's eye. Dagon roared in pain as black blood rained.

"Enough of this!" The Dagon rose into the air above George as Kevin and Gwen rushed to the unmoving form of Chromastone in the crater her crash had created.

"The clouds will not defend you Dagon! I will end you for all the harm you have done to me and mine!"

"You should not fear the clouds George the Triumphant. Fear the lightning!" Kevin and Gwen pulled Jen to her feet as she transformed back to herself. She shook her head truing to come back to herself. Red lightning flashed across the battlefield temporarily blinding them all. When the lights cleared Jen was the first to react. She cried out in rage and desperation. Phasing through Gwen and Kevin's hands she rushed to Sir George who had fallen to his knees, old once more. Ascalon was buried in the ground in front of him but Jen paid it no mind as she rushed to her friend. He was shaking, going grey.

"I have failed, you must undertake my task. Raise the sword, defeat the Dagon." His voice was weak as he began to flake away into dust. He looked up at the sky, beyond where the Dagon was to the stars still twinkling there. "I never wanted it to end this way. I am sorry." She reached out to him but he closed his eyes and was gone, blown away by the wind.

Jen whirled on the Dagon, fire blazing in her eyes as tears raced down her face. The Dagon laughed. Jen growled and took hold of the hilt of Ascalon. A flash of green blared around the battlefield. The Dagon cried out in rage and blasted at the place Jen had been but his blast was reflected back as the light died down. Where Jen had been standing was now a woman in armor very much like what George had been wearing. There were a few differences though. This armored figure had a cloak swirled around her shoulders with the symbol of the Omnitrix emblazoned on the back, clipped closed with the same symbol. But before She could do anything Vilgax reappeared on the field. Gwen blinked and Jen resplendent in her shining armor was in front of them.

Vilgax's plan became clear when he stepped smartly out of the way of Dagon's blast only for it to be caught in the machine that Psyphon had brought. It was the same machine he had used to drain the power from ten heroes of ten worlds. Because the Dagon's very being was made of power it was quickly absorbed into the machine. Vilgax laughed standing in front of the machine.

"You know what to do Psyphon!"

"No!" But they were too late, Psyphon was already transferring the power to Vilgax. He cackled as the red light that had been the Dagon enveloped him. Jen swung the sword and the machine exploded sending Psyphon flying but the deed was done.

"The Esoterica worshiped me as the Dagon! Now I am the Dagon!" Vilgax crowed triumphantly from his new place in the sky, he had taken on the giant form of the Dagon. Gwen grabbed Kevin's hand and Jen's shoulder and shouted out a spell as Vilgax used the Dagon's power to fire on them. He cackled in triumph as the dust cleared revealing an empty crater where the three humans had been.