The sun slowly started to rise as Oscar stood in his kitchen, making an early morning coffee for himself. Rubbing his eyes with a yawn, he was suddenly snapped into full alertness as soon as he heard a faint beeping. He sprinted over to a bag he had and rummaged around.

He found a rusted device, beeping red. He pressed the black button and saw a holographic message written in some extraterrestrial language. "Heh... slimy son of a bitch."

When translated into the English language, it could be read as: "Miss me?"


Max was speeding down the road towards Mount Rushmore, he heard the beeping too. And if he's right then that doesn't mean anything good. "I hope Oscar gets that message too, Dammit..."

"Woah, Grandpa what's with the lead foot?", Ben asked, fully dressed in his normal clothing by then. Still kinda confused.

"I want to make it to Mount Rushmore by nightfall.", Max said with a little sigh. Ben cocked his eyebrow before shrugging it off.

Ben spotted Gwen using her computer and thought of something. "Hey Gwen, can I borrow that for a second?"

"No way dweeb, entertain yourself for once.", Gwen said dismissively, failing to notice Alex had gotten out of the bathroom. As soon as his ears picked up the conversation, he smirked. He picked up Ben's MP3 player and stepped back into the bathroom.

Gwen was still messing with something on her computer before her computer started generating green electricity "Hey! What gives?"

The screen turned completely black, with a green circle appearing. "Having troubles with your computer? Damn, that sucks."

"Alex! Get out of my computer.", she said trying to shake him out. Only for the computer to become coated with a black and white substance, before becoming outer shape again, but with mechanical spider legs.

"What? I'm just entertaining myself.", Circuit Breaker said chuckling a bit while swaying back and forth. Ben laughed at this.

"This is my computer. And I don't want you poking around in there.", Gwen said as the possessed computer jumped out of her hand and onto the table.

"Observation: Ooh! What's this? A diary! "Dear diary, my cousin Ben is such a-", a red blush started to form on Gwen face as she started physically pounding the computer.

"Knock it off!", Gwen said out of sheer and utter annoyance.

"Alex, now is not the time to go alien. Do you understand?", Max piped up with a slightly annoyed yet stern tone of voice.

Circuit Breaker's head was poking out of the computer. "was just fooling around.", he said before slithering out.

"We can't afford to attract attention right now.", Max said keeping his eyes on the road. The three looked at each other

"What kind of attention could I attract in here?", Circuit Breaker reformed into a humanoid form as he slapped the Omnitrix and reverted to human.

"Never mind.", Max said as the three looked at each other again, slightly confused at this.


Returning to the large ship looming over Earth, a large figure was sitting on an equally large chair with robotic creatures attending to the controls, others were organic and looked deformed in some way. "My lord, we have lost the Omnitrix signal.", a female resembling a sort of manta ray said looking at a tablet.

"No matter. I've narrowed down its location". The large creature said. Looking at the screens which held various heroic acts Alex has done. "I know just how to draw this Earthling out.", he said with a slight tinge of confidence. Without caution, he punches the last screen, which shows Crazy Diamond saving a kitten from a tree.


In the bison-filled field, the creature descends his ship to a near ground-level. The hanger of the underside of the ship opens, and a swarm of drones and one of those large battle drones from before. Rocketing it's way towards Rapid City, destroying the welcome sign along the way.

~

Alex, Ben and Gwen notice several fires coming from Rapid City. "What's going on over there?", he asked cocking an eyebrow.

Max is concerned about the situation as a bead of sweat rolls down his forehead. "I'm sure the local authorities have the situation well in hand."

Alex turned his head to see a large explosion occur. "Yeah sure, you keep thinking that.", Alex said as he got up and smiled a bit.

"Alex, I don't think that's the best ide-", Max said as Alex looked at him.

"Don't worry, I got this covered.", Alex said with the utmost confidence as he transformed into Drag Racer and sped out.

~

The strike force continues to destroy everything in sight. A black and blue blur sped through the city, picking up any civilians on the streets before they could get a hole blasted through them, a green flash erupted as the blue blur leapt into the air with a torrent of fire coming from the sky not too long after.

Sunburn landed, popping his neck with a yawn. "Hey I recognize you guys. Man, gettin this hunk of junk felt like forever ago.", he said before pointing his thumb behind him and blasting a drone out of the sky. "So, what day you face someone with real fire power?"

All at once, the remaining drones fly in and surround him completely. "I was being sarcastic but okay.", despite this, he begins to attack back, and surprisingly, the task of destroying the drones turns out to be easy... too easy, just one shot and they exploded.

The battle drone leapt down from the sky, letting out a mechanical roar. "Woah, this is like a total blast from the past.", Sunburn used his pyrokinetic abilities to lift up part of the asphalt as a small platform and flew up. Shooting fiery discs at the robot as it started to open fire, back flipping as soon as the rock he used was destroyed he took flight himself and rocketed through the chest cavity of the drone.

He gently landed down on the ground and patted himself as he heard a mechanical thud. "Good job me."


The squid like creature had been watching the broadcast on his ship. "The Omnitrix wasted on pointless heroics.", the creature said with absolute disgust in his voice.

His artificial lieutenant looked up at the tank. "Shall I dispatch more drones to retrieve it?"

"Fine.", the growled as he got up, his eyes burning with power. "I'll seek to this task myself."


Sunburn took to the skies as soon as he knew everything was going to be fine... however he was cut off guard as an electrical net was shot out and pinned him to a wall. He shook his head dazed. He looked up to see a figure land down with a heavy thud, creating a small crater as he landed..

"Holy shit..."

He looked up to see a humanoid creature with a face resembling that of an octopus. He has tentacles dangling in the front of his face, like a beard with 6 tentacles in front and 2 behind. His skin is pale-green with yellowish spots on his face and tentacles. He doesn't have a nose and a visible ear. He has red eyes. The creature was tall, around 15 or 16 feet in terms of height with a very burly build. He wore mask covering his mouth attached to reddish brown armor, with shoulder and leg pads. He also had metallic gloves with small fingers as well as reddish brown cylinders-like objects piercing his arms, giving him much stronger and more muscular limbs. "At last we meet, the being that has caused me so much trouble."

"Uhhh... do I know you?"

"My apologizes, my name is Vilgax. Your grandfather hasn't told you about me? How hurtful.", Vilgax said with a smug look.

"Heh... guess you're not with the good guys huh?", Sunburn bursted into flames, melting his restraints and shooting a torrent of fire at Vilgax. He simply stood there as the large blast engulfed him. Sunburn's eyes widened as he heard the metal clanking of his foot steps.

Suddenly, his hand bursted out of the flames and lifted him up by his head. "Hmmm... not too horrible. Better than most Pyronites I've come across.", winding up, he threw Sunburn across the city. Bursting through the multitude of buildings in his way.

Sunburn landed on the asphalt, creating a crater on impact. He flew out and landed, rubbing his head. "Ow...", his eyes widened as he saw Vilgax land down, it might've been just one leap all together. "I've gotta slow him down.", the Pyronite said as he clapped his hands together and let out a massive blast of fire, melting the asphalt.

Vilgax trudged through the melted asphalt, tripping on himself and falling down. "Heh, not so tough when ya can't move arent you?", he gloats, as he gave himself a high five, before he could continue Max interposes the RV between him and Vilgax.

Gwen pokes her head out the window facing Hotshot. "Hey doofus, grandpa says to get in now!", she said as Sunburn cocked a brow.

Alex slammed down on the Omnitrix emblem and reverts to human The RV sped off as Vilgax finally got out. "Believe when I say, you do not want to pick a fight with Vilgax.", Max said with a furrowed brow.

"Uh, how do you know his name is Vilgax?", Ben asked confused.

"I fought him before... I thought I killed him. Turned out I was wrong... I should've prepared you more.", Max said as he cursed himself for not training Alex more rigorously.

"What do you mean you've fought him?", Gwen looked extremely confused at why he said this.

Ben poked his head out the window before immediately pulling it back in. "Two robot goons comin fast!"

"Max! Get them to Mount Rushmore, I'll stall.", Alex said as the Omnitrix glowed to life. He opened the door as he had it on Cold Soar's silhouette.

"No Alex! That's just what he wants!", Max screamed out as Ben and Gwen were both frightened and confused beyond belief.

"Well you can't keep dippin' and dodgin forever!", Alex leapt outside, kicking the door behind him closed as he transformed. Instead of Cold Soar, he got Muscle Bound. "Hey, this works too."

Leaping up into the air, he crashed straight though one of the drones. The second one did a u-turn and bolted towards him, as soon as it got in close he grabbed it and crushed it in his hand. He roared out in pain as he felt something blast into his back, he turned around to see Vilgax stomping towards him. "A wise choice to transform into a Tetramand... it won't save you."

"Can we skip the threats and get to the fight part? There's a horror movie marathon I got to get to.", Muscle Bound said jokingly as he charged at Vilgax with the latter charging at him with unimaginable speed. Both charged at each other for a swing, but at the last second he blocked as soon as Vilgax comes down on him.

Vilgax was sent flying up as Muscle Bound came in and sent a heavy two armed left hook to Vilgax's abdomen. "He submitted to my strength as soon as I came down on him... impressive reaction time.", he caught his punch before slamming him into the ground, he started beating on his face so hard to the point where green blood poured from Muscle Bound's face. Suddenly, a green flash erupted as Vilgax was covered in a chunk of ice.

"Ain't nothing like a refreshing dip on a hot summer day, right Vilgax?", Cold Soar said as he hovered in front of him.

"I will be free!", Vilgax used his strength to burst out of the ice chunk.

"Guess so.", Cold Soar sharpened his talons with ice shards and threw a barrage at him. Vilgax effortlessly swatted them away and threw a right hook, in which Cold Soar flew right through it and froze it solid. "You know what they say, cold hands-" Vilgax simply flexed and destroyed the ice. "Okay, can you let me finish my joke? It's kinda necessary."

"Keep joking earthling.", Vilgax activated his left glove and grabbed him by the throat while intangible.

"Hey! You can't do that?"

"I can't?", Vilgax cocked a brow as he electrocuted Cold Soar on reflex unfolded his wings as he screeched in pain. Vilgax smirked as he dropped him onto the ground. "My mistake."

"Why dont you pick on someone your own size... actually, on the other hand.", Cold Soar phased into the ground before Extinction bursted through the ground with a roar. Vilgax was sent flying into the air but he quickly adjusted and landed on his feet.

Vilgax cocked his eyebrow as Extinction sextupled in size. "There we go.", Vilgax rocketed himself at Extinction at full speed, cocking his fist back and throwing a right hook with Extinction meeting him with his own. The city itself shook from the sheer impact of their collision.

Extinction's eyes widened as he was sent skidding back. Vilgax charged at him with full speed but was met with a fist to his face, slamming him down as the giant dinosaur beats on him with full strength, creating a progressively deep crater with each punch.

Picking Vilgax up by his tentacle he threw him into the air, but the Chimerian quickly recovered and shook his head as he landed on the ground and charged at him again grabbing Extinction by his face he slammed him into the asphalt and creating a massive crater, buildings started to crumble with people sprinting out and running away as the giant humanoid dinosaur was thrown into the building.

Extinction looked at his hand to see what looked to be... human blood, his eyes widened a the realization. His breathing pattern became more and more erratic the more he thought about it. "Fuck, I gotta get outta here. I need to lure him away I gotta-"

Before he could strategize on getting out of the city, he was met with a car thrown at his face. Extinction quickly dropped to his smaller state and sent a shockwave towards Vilgax, staggering the war lord but he quickly recovered. Extinction threw a left hook but Vilgax ducked under and lightly tapped the Omnitrix. Forcefully reverting Alex to his human form. "The Omnitrix is in the hands... of a mere child."

"Uhhh."

"Impressive to say the least.", Vilgax said before picking up Alex by his shirt. "If I'm correct, the Omnitrix must already be merged with your own DNA."

"So imma guess that means you're not letting me go?"

"Hardly."


Max is driving along a side road in Mount Rushmore. "I don't think tourists are allowed on this road.", Gwen said slightly worried.

"We're not tourists. We're tenants.", He then stops in front of a "ROAD CLOSED" sign and he presses a button under the dashboard. The ground beneath them appears to be an elevator, which transported them to a massive underground facility. Ben , Gwen and Max travel the corridors of the facility and it's covered with hundreds of compartments. Max opens several of them, and they contain devices, which don't appear to be human technology, obviously.

"Woah, this was all here?" Ben looked around in awe.

"Fine, I'll ask.", Gwen took a deep breath to calm herself down. "What's going on? Why aren't we helping Alex? And how do you know about the guy who's after him?!"

Max started panicking, breathing heavily as he started sweating. "Dammit! No! Where is it?!"

"Looking for this Maxwell?", Max looked up to see an armored man, the two Tennyson children quickly turned around to see him, the figure wore a dark colored body armor with white accents around the torso, legs and arms along with a belt possessing pockets and cartridges. His helmet hides his face, being mostly dark colored as well but with a dark green visor. With what looked like a badge, it possessed a white rim with a green inside. The man held up a large weapon resembling a giant gun. The visor lifted up as the helmet retracted into the collar. "Where's my grandson.", his eyes widened as they were missing someone.

"Vilgax has him."


"Of course. I knew the Omnitrix was bonded to your DNA, to think it was being used for pointless heroics.", Vilgax said looking at a full body scan he took of Alex.

Alex was currently held up by an extraction device. It resembled a full colored circle with a very complicated clamp attached to his left wrist, with his right arm and both legs stuck with a glowing blue energy. "Oh shut the hell up ya overgrown calamari, I've done my job pretty good so far."

"Oh such an attitude, I must say you truly do remind me of your grandfather.", Vilgax scratched his chin. "You hold the key to a power struggle so ancient, so vast that it's beyond your feeble mind. Join me, I can teach you every thing about the Omnitrix. More then you even know."

"Hah. You wish.", Alex grinned.

"Shame. Prepare for take off! Once we're off this planet, I can finally rid the universe of this cesspool.", Vilgax said before looking at Alex deep in his eyes. "I'll go with my second option then. An army of Omnitrix clad minions."


"There's the space ship!", Gwen pointed out as Ben was keeping himself steady, the armored Oscar was flying above them before teleporting in.

"We have to get aboard.", Max said as he and Oscar grinned at each other. Max presses another button on the console that flips out of the dashboard. The RV's bumper extends and it spreads out. Gwen and Ben braced themselves as the RV then accelerates at a significant rate, which then allows them to fly into Vilgax's ship after driving it off the cliff.


"Aye, c'mon we can talk about this!", Alex laughed nervously. "How about a game of Rock Paper Scissors?!", he bit down on his tongue as Vilgax prepared to cut him with an unnaturally large blade.

The two paused as they heard a beeping, the Rust Bucket crashes through the wall, and runs through two of Vilgax's crew, and Vilgax himself. {{"Hull breach! Power surge!"

Oscar stepped out with the weapon in hand. "Claws off my grandson Vilgax!"

"Phew!"

"Oscar.", Vilgax narrowed his eyes as he was blasted straight through multiple walls. Oscar quickly dropped the weapon as Max ran out and picked it back up, Ben and Gwen running out. Ben wielding a Technician brand gun with Gwen holding Charmcaster's spell book.

"I'm gonna guess you know this guy?", Alex said relieved.

"I'll tell you later. Let's-", Oscar looked up to see the container sparking blue.

Alex noticed this to before gritting his teeth, morphing into Drag Racer. "Hey-?!", he forcefully morphed into Crazy Diamond next. "What's going- ON?!", he morphed into Spider-Ape as he said this.

"The power surge must be effecting the Omnitrix.", Oscar stepped back as Spider-Ape grew into Muscle Bound. He effortlessly broke out with a mighty roar.

"Look out!", Ben aimed and opened fire on the approaching drones and battle droids.

Gwen flipped through her book before pointing her hand at the drones. "Badickinis Metalarca.", as soon as she chanted this spell, metal spikes formed from the wall and stabbed into them.

Muscle Bound grinned as he cocked his fist and threw a left hook as he morphed into Cold Soar. "Oh man.", he unhinged his jaw and ripped the head off of one. Morphing into Kracklescean and scratching his chin. "Perfect.", he opened his head plates and short circuited a couple of the flying drones.

Ben looked up before he saw Circuit Breaker leap onto one and merge with it. "Here we go!", he upgraded the drone as he flew and sawed through multiple droids.

Max ripped through a drone with a drill he picked up from the extraction area. "Oscar! Get this ship under control!"

"I'm on it!", Oscar ran over and attempted to pilot the ship.

"Berdi Mordo Nata!", Gwen chanted and fired out a beam of fire from her mouth.

"He can fly a space ship?!", Ben was shocked at this news.

"You're still surprised?!", Circuit Breaker looked confused as he melted off of the done as he shot a spike through another.

Oscar looked up to see Vilgax, before he could move he was picked up and slammed to the edge of where they entered. "As you grow older, I grow stronger Oscar."

"Oh hell no!", Circuit Breaker charged at Vilgax and tackled him out of the ship and started plummeting to the ground. He chuckled as he let Vilgax go to slam straight into the ground. He expanded himself to give him the temporary ability to glide over to the face of the presidents, just as he reached Theodore Roosevelt's face. He morphed into Lagoon, he managed to use his claws to grab onto his nose, but the impact shattered his breathing device. "FUCK! Sometimes I hate this watch!"


Oscar was breathing heavily as the Suit looked to be cracked around his torso area. "I did it! We've got o get out of here!", Max yelled out to Oscar. Who smirked at the knowledge they would have to repeat the same process of how they got on.


"Cant... breathe... need... water.", Lagoon whimpered as the heat wasn't working with him, not only that but his respirator was broken. He managed to climb to the top and gasp.

Vilgax landed not too far from him, shaking the dirt off of him as he approached the fish. "You are a slippery little creature child. But no longer.", as he attempted to grab the Omnitrix, Lagoon sped off in a black and blue blur.

"I can still give a run for your money cant I?", Drag Racer said with a smug grin as he sped off.

"You can't run from me forever boy!", Vilgax growled as he heard a sonic boom.

"Wasn't planning on it.", Vilgax turned to see Drag Racer rushing at him, at the last second he morphed into Crazy Diamond and with a blade arm and rammed Vilgax, causing some blood to leak from his leg, as he had managed to pierce his armor. Letting out a howl of rage and pain, he looked at Crazy Diamond as he started to repair him.

Rage overcame him, Vilgax picked up Crazy Diamond and picked him only to slam him down hard with so much force he pulverized Roosevelt's head completely, before throwing him into the side of another hand. Limping over to him he cocked his fist back prepared to crush him completely, as soon as he landed the punch, Crazy Diamond had melted into a black slimy substance. "Sometimes, I love this watch!" Parasite grinned as he slithered away from Vilgax, vanishing into thin air.

To think that little human could harm him like this?! How dare he! He was starting to hate anything related to that Technician. He looked up to see his ship crashing into the distance.

~

"Don't switch on me now. And if you do, let it be Cold Soar.", a muttered out as he saw the ship ahead of him.

~

"You alright guys?", Oscar asked the Tennyson's considering he was the only one covered in armor.

"I should've stayed home.", Ben said rubbing his head as they looked to see a figure ahead of them.

~

"Guys? Where are you?", Parasite looked around as he slithered out of the cracks of the RV. "No.", his eye splotches widened as he saw Oscar's armor was completely destroyed, with Max, Ben and Gwen being held up. The Omnitrix morphed him into Extinction as he grew to full size with a roar.

"Your choice human, it's you or them.", Vilgax scowled at him with a smug smile. Without verbally doing so, Extinction got on his knees and started shrinking. Vilgax tossed the three away as he lightly tapped the Omnitrix, reverting Alex to normal. "How noble."

Oscar regained consciousness and noticed Vilgax going back in with Alex in his hand. "Vilgax! Wait! Don't go back in there!"

Vilgax didn't listen attention to his words and hopped on as the ship started floating up into the air. "Foolish meatbag, why would I-?!", a red light engulfed the room as he tossed away Alex as he ran towards the console. "The auto-destruct sequence has been initiated!"

By sheer rage, he ripped out the console and roared. "Oscar! You ignorant little welp-?!", Vilgax was blasted into a wall by the weapon Alex held, which was the anti-Vilgax Gun.

"That explains so much! Thank you!", Alex grinned as he got up and ran to the large hole.

["Commencing self-destruct launch."]

"NOOOOOO!", he roared out as Alex leapt out the ship, transforming into Sunburn as the ship exploded behind him as he rode in a comet made of fire.

~

Ben, Oscar, Gwen and Max ran to where he crashed, only to see Alex in a smoking crater, sitting on a pillar in the middle of it. "Not bad.", Gwen said crossing her arms.

Alex turned to them with a smile. "Grandpa, we should really explain ourselves.", he said as he looked up, watching his own little firework show. Oscar simply smiled.


Vilgax was suddenly warped into the depths of space, somewhere far away from the milky way galaxy perhaps?

Vilgax barely saw the figure in front of him before his eyes filled with complete anger. "You."

The 'thing' looked to be a humanoid figure with a strong build. His entire body looked to be made of the Universe itself, with two small eyes. He had three horns on his forehead with t he center being the sharpest and longest. He had some type of white cape flowing like fire, with a bit of armor below his waist. He also had a beard. "Vilgax, it's quite the pleasure to see you again." He said with two voices, both calm but one being male and one being female.

"Starbeard. What a surprise to see you.", Vilgax said hissing, thanks to his bodily modifications, he can survive in the vacuum of space.

Starbeard looked amused at his anger. "Well, considering you broke our little agreement. It isn't that surprising.", he said as Vilgax looked more infuriated. "I care not of your meaningless actions truly, but you went behind our backs and thought we wouldn't notice? For a Conqueror of over a Thousand Worlds, you truly have such a dull mindset.", he said looking more irritated. "As punishment, you're staying here."

Before Vilgax could retaliate, he was frozen into a block of ice. Starbeard looked at a small ball in his hand, showing a man in his twenties facing off against him. "You both have much to do."


/End/