It had been a few days since he had first found the Omnitrix and it's been hard, Max definitely tried his best with the materials they had. Alex knew the responsibility for having the Omnitrix and he loved the device itself... but he didn't really like all the attachments that came with It. He had a dead knot inside of his stomach every time he thought of someone coming for the Omnitrix. Alex knew it would happen eventually, so he tried to prepare for it. What a better to do that, then train with the Omnitrix. As a result, he had transformed into every one of his aliens at least once. So, he had at least a general idea on how to use each one. Heck, thanks to one, he figured out a feature he calls "Quick Change".

Right now, they were at the store, because they needed to buy a few things before they hit the road once again.

"Only canned Octopus? I thought this store prided itself on its wide selection.", Max said placing a can back on the shelf.

"Well that's cuz you're in the can isle dude, go to the seafood isle.", Alex said with an amused tone as Max's eyes widened at how dumb he was. Max and Gwen walked off, but before he could join him Ben pulled him away.

"Okay, Alex, remember that kid you saved from the burning building last night?",

"Yeah? Why?"

"Okay, go Cold Soar and get a Gold Sumo Slammer card from the Sumo Smacks boxes.", Ben said pointing at the cereals. In which gained a look of bewilderment from the Omnitrix Wielder.

"I'm not doing that.", Alex bluntly said.

"What? Why?"

"It's a friggin cardboard cutout. If it was a figure then sure, I'd steal it for you but it's not."

"How about just this once?"

"How about no?"

"It's the only card I need for my collection! There are four! I have the red, blue, and green ones, but not the gold one!", Ben said grabbing him and shaking Alex by his shirt.

"Oh boo hoo, let me play a sad song on the worlds smallest violin.", Alex said with an amused grin.

Just as they walked over the register, a three of them felt the ground rumble slightly, everyone just thought it was an earthquake... well, that was until a fifteen-foot tall toad came crashing through the supermarket wall, funny enough, there was a man riding it.

He was average height and had pale skin, yellowish eyes, and shoulder-length white hair with a slight muscular build. He also had some sort gadget resting on his head and had one red goggles.He then jumped down a calmly walked over to wall and grabbed something and stuffed into a brown bag and calmly walked back towards his toad like nothing ever happened.

"Okay, I don't know how you shop back where ever you came from, but that's not how regular people shop. So, how about this put stuff back that you were going to steal and go back to the hole were came from. Or, I'm going to roast you... and I mean it very literally." The Omnitrix bearer warned was he walked forward to face the man.

Alex heard the man scoff and spoke his next words with so much arrogance that it practically wrecked off of him... either that or another horrific smell was coming off of him.

"Oh please, like a child could defeat Doctor Animo," The now named Animo scoffed as he thought a child would stop his brilliance, before he hopped onto his toad and stared down at the child, who he thought was just playing hero.

"Oh you're gonna be wishing you hadn't said that.", Ben said with a cocky smile.

"Of course it's gonna be a guy named Animo. I'd take a Kyle or a Tyler or something.", Alex spoke as activated the Omnitrix and didn't even both selecting his alien before his slammed down dial, causing a green flash of light erupt, blinding everyone in the store.

In Alex's place resembles a semi-armored Velociraptor. He has black orbs on his feet and wears a black conoid helmet with a visor, leaving the other features of his head unknown. He has five blue stripes on his tail and wears black pants and a turtleneck-like shirt with a white stripe on the center. The Omnitrix on his chest. "Hope you like Drag Races" The creature spoke in a sped up raspy voice from behind his helmet.

Animo had to do a double take at the creature that was in front of him. 'What in the bloody hell is that?' The mad scientist thought in surprise.

"I'll give you one more chance to give up, Animo." Rush spoke with a warning tone. The scientist just grinned savagely before he jumped straight onto his toad and he ordered it to attack.

"Fine, I'll play along. Ben, I want you, Max and Gwen to get everyone out of here. This is about to get ugly... well uglier.", Drag Racer spoke with a unflinching look towards the charging toad with a maddened doctor riding it. The two nodded their heads and started evacuating the left-over civilians that were still on the scene.

Just as he left, Alex zipped off with a blue and black after image. He quickly started hitting all of the toad's blind spots and then sent a few hundred kicks to the stomach, which sent him flying into the store's shelves. Unfortunately for Drag Racer, Animo was completely fine and he started configuring his helmet and a narrow red beam shot out and zapped a few animals, which shockingly, started enlarging them... no.

'No, he's not enlarging them... he's evolving them!' Alex thought in pure shock as a small parrot grew to about eighteen-feet tall and had sideways slanted, red eyes. The next animal was a small hamster, it quickly started evolving as well and grew to be about six-feet tall, but danm that thing looked mean. It grew multiple red eyes and also grew horn-like tusks for teeth that curved upwards. "That is so fucking cool."

Drag Racer snapped out his thoughts when the evolved hamster charged wildly at Max, Ben and Gwen. Alex quickly sped off and slammed into he hamsters side, causing it to slam into a shelve. "Mind if I barge in?"

Drag Racer had a blue face, green eyes, black lips, and stripes above and on the right side of his eyes. "Look, I might need help. I can take the toad and the hamster. Think you can handle the birdie?", Drag Racer asked with a much clearer voice.

Both of them nodded their heads before Max dragged his grandchildren back into another isle. Thought as soon as he turned back around, he was back handed into the back of a wall back by the toads long tongue.

Drag Racer groggily retracted his visor back down and narrowly dodged another tongue swipe, courtesy of the giant toad. Though, Drag Racer quickly grabbed the long tongue with both his claws and pulled hard, but instead of pulled it like he thought, he was pulled instead. Alex thought quickly started rapidly punching the toad as he got close, but it barley did any damage.

Just then, he hamster charged from his side, which Drag Racer easily dodged with his enhanced speed, causing it zoom right past him. He zoomed forward and started running in a circle around the toad. But what Animo didn't see, was that Alex was rapid striking the toad in every blind spot or weak spot it had. The toad suddenly roared in pain and it accidentally shook Animo right off his back, making him fall straight on his back. Rush then zipped right on in front of the toad and whipped his tail, striking him straight on the face, sending the toad flying back.

"Don't you love it when you use momentum.", Alex said to himself with a small smirk on his blue face which was hidden because of the visor.

'Now for... Animo...', Drag Racer trailed off in thought as Animo was currently gone from were he was before. Just then the glass from above him broke, Alex quickly stared up and saw... Animo on his bird, flying straight through the sky light.

"You may have beaten me, today! But I swear I will get my vengeance and I WILL complete my goal! " He shouted in a crazed fashion. Alex started at the now broken skylight as Animo flew off into the distance.

"Sorry, we were blindsided with that... rabid hamster." Max apologized with a disappointed sigh, he should have never gotten taken surprise, he was more than enough anyways.

"I still think Rush or XLR8 would've been better.", Ben said a bit quietly.

"Drag Racer is objectively better.", Drag Racer crossed his arms as his visor slid down. "I'll catch up with you guy, see you in a minute."

They looked around and saw that Animo's animals had also gotten away. They quietly cursed and ran back to the Rust Bucket. They had to find him, ASAP.

Alex quietly zipped through the streets at maximum speed, he was currently trying to find Animo. But after about thirty minutes and multiple transformations, he had no such luck. It was like Animo had dropped off the map after he had gotten out of the Market.

He reared a corner and wall ran up a fifteen-story tall building. Within a few seconds, Alex was already on top of it, he visor retracted up into his helmet and he stared at the city streets, Alex's eyes quickly moving back and forth as he visually scanned everywhere that was in his line of sight. He stayed there for a few more minutes before he retracted his visor back down and sped off to find the Rust Bucket.

Alex had easily found it within only a few minutes of searching before he de-transformed in flash of red. He lightly knocked on the side door for the Rust Bucket before he slid it open and walked in and he immediately drew the attention to himself. Alex walked up to Max and sat in the front seat wordlessly.

"I couldn't find Animo. I circled the entire city with Drag Racer and found nothing. It's like he dropped off the map entirely.", Alex told Max with a sigh. The older man nodded his head in understanding.

"Did you find anything though?" He asked Alex, who nodded.

"I found some feathers of the exact same bird he flew off on scattered across numerous streets, but I couldn't trace it. But I do know he's still in D.C.", Alex confirmed, causing his grandfather smile and ruffled his hair, making him lightly chuckle.

"Then it wasn't a total waste. I mean if you didn't find that clue then we would have never know he was still in D.C." Max told him with a proud smile on his aged face.

Alex grinned a small bit and shook his head. "Don't worry about. So, did you guys find anything?" Alex asked him. Max nodded.

"Yea, we found the Dr.'s motives. He's basically like Ben, angry that he didn't get something but in this situation, he's doing this out of spite.", Max explained to his grandson, causing his grin to instantly vanish and was replaced with a small frown.

"So, he's planning on killing thousands of innocent people just because of a reward?", Alex asked angerly. Max solemnly nodded, definitely agreeing with Alex's statement. This whole thing was childish beyond belief.

"Yeah, I may want a Sumo Slammer card but I wouldn't do that type of stuff.", Ben said with a blunt object.

"Grandpa! I think I know were Animo is at!", Gwen shouted from behind, surprising both of them.

"Where is that, Gwen " Max asked seriously.

"It's the museum!" She shouted once more, causing Alex to face vault upon hearing her answer.

Of course, why didn't he think of that!

"Well... what are we waiting for?", Ben asked. Max smirked as he started to drive. He dodged and weaved through traffic. They needed to get to Animo, and fast.

"Why cant you go as Drag Racer?", Gwen asked from behind. Alex just shook his head.

"I don't want to waste the time for transformations. We don't know what we're getting into, I don't know if I'm going to have to make multiple transformations or not. At the moment, it's safer to play it slow." Alex explained to her, causing her blink in surprise before she nodded at his reasoning.

After a few minutes of speeding through traffic at speeds that the three minors didn't know were possible for the old RV.

~

Once they got there, they quickly hopped out the RV and Max armed with nothing but his bare fist and Alice carried a Bo staff that was made out of pure solid wood and had metal tips, Ben waking out with a bat. It was primarily dark brown in color. Alex was just in his human form and his face was completely serious.

"Remember kids, we don't know what were getting into, so be on alert at all times." Max told them seriously, Alice nodded back, but Alex just started calmly walking forward, his face emotionless as always. Just as they got to the entrance, Alex plucked a feather that lightly flying in the wind and eyed it for a few minutes before he lightly chucked it over his shoulder.

When they walked in they were greeted by Animo, who appeared to be working on something. Muttering was heard from him specifically.

"You shouldn't be here. But, at least you get to see my resolve!", Animo shouted crazily as he readjusted something on his chest. It looked like switch of some kind that was attached to a dark brown vest.

"Please, you're the coward that ran with his mutated tail between his legs. If you had any amount of honor, then you would have fought your battle head on. But I guess, the strongest do not always win and it's smartest that win sometimes. But... I'm afraid that today, that wont be happening.", Alex told the scientist with a smirk on his face and his green eyes gleamed with amusement at how confident the Dr. was acting.

"Oh, my dear boy, you are so wrong that, you don't even know it. But allow me to show you how wrong you truly are! Behold the brilliance of Dr. Animo. The only man alive to be able to reanimate dormant cells!" The yellow skinned doctor yelled, completely shocking Alex to core.

"Wait... you cant mean?!", Alex asked incredulously, Max had a deep frown on his face and Alice looked confused.

"You mean you are able to bring certain things or animals back to life?" Max questioned to make sure. He was familiar with such things. There were many ways to be able to do that, with level eight level, it was easy. But earth wasn't even ready level three.

"Y'know, I'm not gonna lie. That's pretty friggin awesome.", Alex complimented, making the Dr. shoot a surprised look at the teen. "And you lost? What?! What the fuck were the other guys doing?"

"Yeah it's pretty weird, like what where they doing in the first place to win?", Ben tapped his chin as he and Alex thought of the same thing. How. Did. He. LOSE?!

"But I cannot let you harm or kill innocent people. I will stop you, here today.", Alex stated with absolute confidence and resolve in eyes and tone. Max smiled proudly, he could have said it better himself. Alice nodded her head in agreement.

"BEHOLD!" Animo shouted a turned the switch and activated his DNA Transmodulator and shot out a red laser that was shaped like a lightning bolt and it struck the mammoth that was right beside him. Their vison was obscured by a bright red and orange light. One there vison was clear, they saw a moving mammoth with deep, soulless red eyes.

Seeing that his work was done, Dr. Animo then beelined it to another room. Alex caught and turned towards everyone else. Who simply nodded and chased after him.

"Listen I'll take big guy over here. You guys take the Mad Freak.", Alex told them as he readied his Omnitrix and activated it. Transforming into a diamond humanoid.

This humanoid is a silicon-based life form, it's body is composed of durable pale green crystals. He sports four crystal shards on his back and has a sharp head. He sports a uniform that consisted of Black with white boots and a white patch on his left shoulder where the original Omnitrix symbol was.

"Crazy Diamond? Okay I can roll with this.", Alex spoke in a mature voice as he shaped his arms in crystal lances and charged forward. He slammed his crystal lance in the beast's horn, then Alex reared back his other arm and reformed the lance into diamond like shield. He then slammed it against the mammoth repeatedly, until the mammoth had enough, and it used it's tusks to send Crazy Diamond straight into the air. Crazy Diamond didn't panic though, he flipped through the air and started firing crystals out of his hand, stabbing straight into the beast's flesh, causing it roar in pain. Crazy Diamond flipped once more before he landed on the ground with two feet.

"Now this is embarrassing. Those diamonds should gone straight through its body. But all it did was pierce it's skin. So, it's even stronger then it was when It was previously alive. Not going to lie Animo... this thing is wicked.", Alex stated with a smirk on his face as he slammed his straight on the floor, causing valley of sharpened diamonds to erupt from the ground and they headed for the angered mammoth. It tried to stop Crazy Diamond's attack with its strengthened tusks, but it was easily overwhelmed, and it was sent into the wall forcibly.

It slouched over before it got up on shaky legs. It glared at Crazy Diamond's with it's pure red eyes.

"Please, just stay down. I don't feel like killing you." The diamond humanoid pleaded. The mammoth completely ignored his plead and charged forward. Crazy Diamond just stayed motionless, just as it got close enough for attack, Crazy Diamond fell straight to his back and morphed his crystal hands into lances once again and lunged forward, stabbing right through the beast's under belly.

It's screamed in absolute pain as it tried to wiggle free, but Crazy Diamond morphed his lances and caused them crow spikes of many sizes from the lance while it was still inside its body. Blood spurted right on his diamond face and he made a disgusted face, but he kept his arms in the beast's stomach. It screamed in even more pain before it hunched over, once again dead.

"Seriously, this stuff is revolutionary. Who the hell beat him?", Crazy Diamond rapidly retracted the spikes on his bloody lance and morphed his lances into hand once more. He quickly shook his head, like a dog shaking off water, but only in this case it was a diamond humanoid shaking off fresh blood.

"ALEX!" Crazy Diamond heard Max call, he quickly ran towards were he heard the voice and saw Max, his fist coated in blood along with his beard, Ben's bat covered in some blood, staring at a large whole in the wall that leaded outside.

"What's wrong... where's Gwen?", Alex asked calmly before he had on a panicked face as he realized that Gwen was gone.

"The bird Animo evolved has her. And also, Animo reanimated a T-Rex. We'll meet you whenever.", Ben informed him.

Crazy Diamond slapped the Omnitrix's silver, white and black insignia and transformed into a humanoid, moth-like alien whose four wings and antenna can fold up into a hooded robe (much akin to a poncho), giving him the appearance of a phantom. He has a black body with cyan patches on his arms, shoulders, legs, the back of his wings, and the back of his neck that resemble ice chunks. Each patch has thick blue outlining except for the ones on his poncho, which are outlined in black. There is also a black line that runs on the edge of the outer margin on the back of each segment.

"Cool, I got what I needed. Hope that thing is ready for Cold Soar.", he said unfolding his wings, revealing his body. On his torso are three plates: one resembling the chest, a shorter plate under the chest, and one resembling the stomach. On his face are blue cheeks and under jaw, a mouth that always shows bluish-white teeth, and large light blue eyes with darker blue spots. The top of his head also sports a blue Y-shaped marking that extends over his scalp. He has three pointed fingers and a thumb on each hand, and two toes on each foot and a third toe-like extension on his ankles, with light blue fur on his forearms and legs. The Omnitrix on his chest.

He took off at high speeds, quickly catching up to the hyper evolved flying bird, the moth like alien took a deep breath before unleashing a cold breeze from his mouth. By that, the edges of its wings froze, it let out a screech and gained more altitude.

Cold Soar smirked before he picked up speed. Just as he was gaining on to the bird, it dropped Gwen who screamed for dear life.

Mach Manta reacted quickly as he flew right after her and he immediately snatched her out of the air, causing her to jump in fright and surprise.

"Alice, I need you to hold on tight." Cold Soar warned her in serious tone, causing her to meekly nod in acceptance before Cold Soar picked up speed once again. He flew up and tackled the bird before he punched the bird in the side of the head, before he flew off and shot out a shard of ice from his palm, effectively piercing its wings, causing it to squawk in pain and surprise.

Cold Soar flew ahead of the injured bird once more before he stopped midair while the bird flew straight at him. Cold Soar waiting until the bird was in range before he smacked the bird clean across the beak with his boney arm, sending it straight down into a vacant building, causing a small dust cloud to erupt over the point of impact. Alex focused before used his tail and threw a few of his ice shards from his fingers, the bird squawked in pain before being silenced.

Cold Soar slowly floated over the now dead bird, he stared down at the burning building for a few moments with a slight longing look before he turned around and flew off.

Just as Cold Soar had gotten to Rust Bucket, the Omnitrix started beeping before in a flash of green, Alex was back in his human form with Gwen still tightly wrapped in his arms.

Gwen's eyes fluttered open and saw the side of Alex's scowling face as he walked in the RV, she blushed lightly when she noticed she was in his... strong arms and slightly squeaked in surprise as well, causing Alex stared at her in surprise before his face lit up in a tiny blush as well, most likely realizing what she was squeaking about.

"Umm... yea... I'm going to put you down now." Alex slightly shuddered first before his face was set back into a scowl as he laid her down on her bunk in the RV. The orange haired teenager said nothing as she avoid Alex's eyes as her blush got a slightly bigger.

Seeing as his job was done, he walked over to passenger's seat and sat besides Max who had a worried look on his face.

"How's Gwen and where's the bird?" Max questioned worriedly as he set the RV in gear before he drove off once more. Alex buckled himself before he answered his question.

"Physically, Gwen's fine. She's just a little shaken up, give her a few minutes for her to calm down, as she did fly around D.C at five hundred miles an hour." Alex told him calmly, his undertone held a little relief that everything turned out just fine.

Max sighed in relief as well, "That's good..."

"And the bird is dead." Was all Alex said and Max decided to drop it there.

"Though, what are we going to do about Animo? I mean who knows where he's at now.", Alex muttered. Max looked over for a quick second before smiling.

"Animo dropped a clue at where he was going before he rode of on the T-rex. He said, 'he was going to claim the reward that he so rightfully reserves.'" Max quoted.

"We were actually thinking he'd might go after him... soooo." Ben had him, causing Alex to nod in agreement before Max slammed on the gas pedal to go even faster.

Just as Alex, Ben, Max and Gwen were nearing, they saw a giant T-rex run straight through a glass building with an intimidating roar. Though, it stopped and everyone in the Rust bucket saw Animo jump down from his seat on the T-rex before a grabbed the award from the shelf as he held it up and stared proclaiming himself as a victor and how 'humbled' he was as he 'accepted' the reward from the committee.

Alex just chuckled in amusement, the dude was making a clear fool of himself. Though, Alex had enough when he heard Animo order the T-rex to charge and kill Kelly and his friends.

Alex ran out of the RV without a warning before he activated the Omnitrix while running straight towards the attacking T-rex before he turned the dial a few times as he tried to find the select alien he wanted before he clasped the popped up dial before a bright green erupted from behind Animo and the T-rex.

Animo turned around before he growled in frustration and annoyance as he saw that infamous green flash of light that he'd come to hate in such a short amount time.

In Alex's was the four armed creature tall form, or Muscle Bound, grinning maliciously before he cracked his neck and knuckles before crouched down lightly before he hopped forward and tackled the T-rex the through the other side of the building, making a huge hole in the wall as they exited.

The Tetramand stood up, then he grabbed the T-rex's tail he started spinning, after a few seconds of high-speed spinning, Muscle Bound threw the T-rex three-hundred feet into the air effortlessly with a growl.

As the T-rex was in the air, it roared in defiance as it started trashing around. Strongarm stood still for a second before he crouched down before he was launched himself into the air. As Muscle Bound was nearing the T-rex he smirked, "Fly away you big scaly bird!" The Tetramand shouted he balled up all four of his hands together before he violently spiked the T-rex straight down to the ground in a sonic boom.

In the next second, the T-rex slammed straight into the ground, making a good sized crater and a small shockwave, that shattered most of the windows in a two-hundred foot radius.

Everyone else watched in awe as they watched a twelve foot, four armed monster throw a T-rex three-hundred feet into the air before he sent it straight down and made a crater that was over twenty feet deep and over thirty feet wide.

Gwen and Ben were both equally shocked, they knew Muscle Bound was strong, but to make a crater of that size... it just sounded a little impossible, even with Strongarm's strength.

Max just blinked in surprise. Alex's Tetramand form was exceptionally quick and it looks like he didn't sacrifice speed for strength either, it looked like an almost perfect balance of speed and power. Though, he couldn't help but feel a disappointed that he didn't have anything to do. Max expected something like a challenge, but it's like he would be walking out without one, unfortunately.

Muscle Bound walked back inside before he picked up a long piece of metal shrapnel and then he grabbed Animo by the back of his shirt, before he walked over to the outside in which the T-rex first came through.

"Let me down, you big danm brute! I swear I'll have your head for this and then I'll shove all FOUR OF YOUR ARMS UP YOUR RED ASS!" Animo yelled crazily.

"If you're gonna be a villain, at least have a better goal, or at least higher quality insults." Muscle Bound growled in a deep, raspy voice. He didn't give Animo enough time to answer before he grabbed the back of his head and slammed into the ground, effectively knocking him into the realm of unconsciousness.

He sat Animo down before he easily tied the piece of shrapnel around the green skinned scientist in he shape of a pretzel.

"Job's done, gotta go.", Muscle Bound said as he tapped the white, silver and black Omnitrix symbol down before another green flash blinded the area.

In a second later, the sound of something 'zooming' across the building. Once the some of the bystanders the big red monster was, and the old man, brown haired kid and the orange haired girl was gone as well.

"Y'know, it sucks I didn't get a gold Sumo Slammers card, but I at least snagged a trophy from Animo.", Ben said as he placed Animo's broken Transmodulator in a box.

"Yeah, it looks sick as hell.", Alex said hanging out by them. "And I got my reward in the form of saving D.C... though I wouldn't have mind if someone gave me free Sweetish Meatballs."

"Oh c'mon, you saved me too y'know.", Gwen said smacking his arm lightly. "Thanks."

"Oh please, it's an added benefit at best.", Alex said with a laugh.

/End/