In the city, two crooks were flying away with bags of loot in a getaway chopper.

One of them unzipped the duffel bag to reveal countless amounts of priceless diamonds and rings.

"The perfect crime," he said, running the jewels through his hands. "We got the loot and made a clean getaway."

"Oh, I wouldn't say that!" said a familiar voice as they looked to their right side to see Stinkfly with Huntress riding on his back as she glared and aimed her bow.

"I do believe that your joyride's up!" said another voice. They looked to their left and saw Firefly with Matter Girl riding on her back.

They felt a jolt on the chopper and saw Lucky Girl levitating with her telekinesis tattoo glowing as she enveloped her hands in magic aura as she glared daggers at the crooks from behind her mask.

"Oh crap! It's the Omni-Team!"

"Land this thing. Now!" Lucky Girl ordered.

The crooks were not taking this lightly. They then aimed out two guns and blasted plasma blasts from the sides with the team dodging rapidly as they flew through the city while Stinkfly and Firefly fired out slime balls and heat rays towards it as they flew through the city.

Stinkfly flew in front of the chopper as she smiled.

"Want to play rough, huh?" he asked as Huntress glared as she pat him.

"Go for it."

"Now you see me, now you don't!"

He fired his slime jets from his eye stalks, which completely caked the front of the windshield, blocking the crooks' vision.

The chopper started going down as Huntress shot an arrow down into the tail blade, which stopped moving as the arrow got stuck in the blades.

Matter Girl then shouted out and absorbed the lead from the bullet in her pocket before Firefly tossed her to the chopper's back, where she landed perfectly before morphing her left arm into a blade, which completely chopped off the upper blades of the chopper, sending it careening down.

"We're out of control!" the second crook said. "We're going to crash!"

They leaped out of the chopper, grabbing parachutes, before the chopper crashed into the lake below.

Suddenly, the Omni-Twins grabbed the crooks and flew them down to the front of the bank as the Omnitrixes timed out as the cops suddenly arrived and the news reporters came on the scene as Lucky Girl flew down with the duffel bags in her hands with a smirk.

"I believe these belong to you," she said to the cops as she let the bags go.

The news teams surrounded the Omni-Team, hounding them with overlapping questions as they all spoke before Omni-Pink smiled and waved to the cameras as Omni-Green smirked.

"This is almost too easy," he said.

"I know, right?" his sister asked. "Is there any villain out there who can at least give us a challenge anymore?"

Little did they know that some kind of red armored ninja was on a building spying on them.


The next morning at a summer camp, Max was picking up an old friend's grandson, Cooper Daniels.

Cooper wore a white T-shirt underneath a purple sleeveless jersey with the number 3 written in yellow, a black necklace with a gold bead, black shorts, and white and purple shoes.

"Thanks for giving me a ride back home from summer camp, Mr. Tennyson," Cooper said. "With my parents out of the country and my grandpa sick with the flu, I thought I might have to walk home."

Max chuckled as he carried Cooper's luggage. "Well, I'm glad your grandpa called. After all, what are old friends for? And I know you're going to like the kids. They're a lot of fun."

He opened up the door and walked in to greet Ben, Jen, Gwen, Becky and Allison.

"Hi, guys. This is Cooper Daniels. He's the grandson of an old Plumber buddy of mine."

"Hey, doofus! Give me it!"

"I heard it first! I get to call!"

"What are those two arguing about now?" Max asked.

Ben and Gwen were struggling over a phone while Jen, Becky and Allison sat helplessly in their beds/seats.

"Okay, it's time to pick the winning caller to the premiere of Space Pirates 4: The Revenge of Lor and meet the cast in a special V.I.P. party after the movie," the radio announcer said.

Gwen quickly pushed him back with an energy blast before she smirked and quickly dialed the number.

Ben came in and pushed her back as they listened to the phone.

"Hello, you're lucky caller Number 10. What's your name?"

"Allison Levin," sounded out over the radio and they all looked to see Allison with her mobile to her ear as she smiled on the couch bed with her feet kicked up as she winked.

"Well, Allison Levin. Today's your lucky day. You and a friend of your choice are going to Hollywood to see the premiere of Space Pirates Four in a week."

"No way!" Ben said as they looked to her. "Allison, you don't even like the Space Pirates series."

"Ah, that is precisely what I wanted you to think, my friend," she smirked before rubbing his head. "But the fact of the matter is that I won the tickets and the four of you didn't. And I'm obviously choosing my best friend as my plus one to the premiere."

"Thanks, Ally," Jen said as the Osmosian playfully jabbed her arm.

"I have two extra tickets to the premiere," Cooper said.

"What?!" the pairs of twins asked.

"My uncle worked on the movie," Cooper explained. "He got me three V.I.P. tickets. Two of you could go with me if you want."

Gwen immediately pushed Ben back and smiled as she walked over to Cooper.

"Where are my manners? Hi, Cooper. I'm Gwen and this is my sister Becky."

"We would love to go to the premiere with you," Becky said.

Ben then pushed her away.

"Back off, Gwen. Those tickets belong to me and Jen! Allison's ticket can go to another one of you."

"Well, this should be interesting," Max said.

"Tell me about it," Allison sighed.


Meanwhile at Fort Knox, a tour was going on inside about the gold reserve.

"Fort Knox is proud to be home to the U.S. federal gold reserve, where over $100,000,000 worth of gold bouillon is stored. Of course, for obvious security reasons, the actual vault is off limits to the public. Now, if you follow me, we'll continue our tour."

She led the rest of the tourists away, but three familiar white-faced figures in disguise stayed behind. They then approached the vault and stared at the heavily armed guards.

"Halt! This is a restricted area! You will be escorted back to the public section of the base!"

The three figures smirked and shed their trench coats and fedoras to reveal themselves as the Circus Freaks!

The guards surrounded the three on all sides as Acid Breath smirked.

"There's no need for violence."

They then dispersed and revealed none other than Sublimino the Amazing. He held up his pocket watch and dangled it back and forth, effectively hypnotizing the guards.


The Rust Bucket and its now 7 occupants drove down the road as Ben, Jen, Gwen and Becky continued talking to Cooper.

"...And I'm pretty good with computers and stuff like that."

"Really?" Gwen asked. "Then you'll love this, Cooper. It's the new XT-9000 with satellite uplink."

She showed him her computer and smiled brightly.

"Use it whenever you like."

"No fair, Gwen!" Ben said.

"Yeah, that's bribery! Whoever gets the tickets is going to get them fair and square!" Jen said, closing the computer.

"Oh," Becky said as she dove and saw a gift basket that Ben had made. "And what do you call this, Ben?"

"Ben! I thought we agreed that we wouldn't do that!"

"Were not all as selfish as those two are. Some of us enjoy sharing."

"I'm telling Grandpa!" Gwen said.

"That what? That you're torturing poor Cooper?" Becky asked.

"I am so entertained by this," Allison laughed from her bed on the couch as she watched the show unfold and ate at the tortilla chips.

"Ben, Jen, get up here," Max said.

"Ooh, busted!" Gwen said with a smile.

"The rest of you too," Max said as Gwen and Becky gasped. "And Allison as well."

They got up and walked over to the front of the RV as Cooper looked on, concerned.

"Check this out, guys," Max said as the kids looked over on the cameras. "I just picked this up from one of the security cameras in Fort Knox."

They looked at the black and white camera to see the Circus Freaks walking into the Vault without any of the gold, suspiciously. Acid Breath turned to the camera and breathed his putrid breath onto it that destroyed the camera.

"Who are those freaks in the video?" Cooper asked.

Everyone gasped and looked behind them to see their new friend spying on them.

"It's just a video!" Ben said. "Of..."

"Music!" Jen piped in. "Yeah, a music video! Starring that new group..."

"Psycho Circus Freaks!" Gwen said as the five kids all smiled awkwardly as Allison's eye started to involuntarily twitch awkwardly.

"Seriously, guys? That old story's the best you can come up with? I know you're the Omni-Team. My grandpa was a Plumber, too you know. Max told him all about you guys, the Omnitrix, the spellbooks, the Null Void, everything."

"Really, Max?" Allison asked as the old man just shrugged.

"So, what's up with the freaks in the video?"

"Old enemies of ours," Jen explained. "But what were they doing in Fort Knox?"

"Let's find out," Becky said.


At Fort Knox, the Rust Bucket drove up as Jen looked up at Fort Knox and the team looked nervously.

"I think Cooper should stay here," Max said.

"Don't worry, Grandpa," Jen said. "We'll keep an eye on him."

"Yeah," Ben agreed. "He probably wants to see the Omnitrixes in action anyway."

Gwen and Becky sighed before the team brought their watch hands together in a circle as they smiled.

"It's hero time!" Jen said as they all pressed the button and changed into their super suits.

They then saw the locked door as Matter Girl glared and then absorbed the metal from the lock before she broke it off with her brute strength.

"Child's play," she said. "Although, I am technically a child."

They went inside and looked through the area before they all looked around, confused at the lack of security in the area.

"...Okay," Lucky Girl said. "Where are all the guards?"

They then turned a corner through the shelves and saw the guards clucking and moving their hands like arms through the area as Max looked confused.

"They must have been hypnotized to think they're chickens."

"Hypnotized?" Huntress asked. "Since when can the Circus Freaks hypnotize people?"

"They can't," Matter Girl said. "...But we've come across someone else who can."

The team then came across the vault which was completely opened after the inside of door was completely melted and still dripping burnt liquid metal.

"Now this seems more like Acid Breath's handiwork," Omni-Green said.

"Freak puke?" Lucky Girl asked. "Oh, Gross with a capital G!"

Suddenly, they heard a zapping noise and looked to see the hypnotized guards drooling and blasting out their weapons right towards them.

Omni-Pink put up an energy shield and blocked the blasts as the team moved behind some crates for shelter.

"Why are they firing at us?" Cooper asked. "We're the good guys!"

"Yeah, we get that a lot," Huntress said as she prepared her bow.

The twins looked down to see the guards that were hypnotized into acting like chickens were clucking and pecking in the middle of the hallway as the other guards blasted down onto them and Omni-Pink gasped in horror.

"Those chickens are going to get fried!" she said as she and Omni-Ben slammed the cores down.

His hands then lost two fingers and morphed into black scissor-like claws before his entire structure started to take on a more velociraptor-like state and his skin grew blue with black-armor like plating with pink on the center as well as her feet morphing into a ball-like structure and his eyes turned fully green and he grew a long blue and black striped tail and his head into a more triangular shape before his face was covered with a black visor with green lighting as he struck a pose, finishing his transformation into XLR8.

Jen's skin turned a deep fuchsia pink and it shifted up to her eyes as she clutched them closed and she opened them to reveal they had turned a fully deep pink and a more compound shape as she smiled to the camera. Two antennae grew from her forehead and her hair turned a deep pink. Her clothes turned into a pink skintight one-piece leotard with the Omnitrix symbol on the belt. Two slits opened in the back of her outfit and two large pink, purple and red patterned wings burst forth. She flapped them rapidly and posed for the camera.

"Whoa!" Cooper said as XLR8 and Battlefly stood before him and the latter started flying in the air. "That's even cooler in person than it is watching it on TV!"

"If you think that's cool, try this," XLR8 said as he sped off and grabbed the chicken guards before dropping them into the barrels nearby as they clucked in fear while Battlefly flew overhead.

She then touched down on the ground next to the guards on the balcony that aimed their blasters at her.

"Look," she said. "I don't want to hurt you guys."

The guards aimed their blasters at her and immediately opened fire as she flew away to avoid them, ducking behind a crate.

"Guess the feeling's not mutual."

She then flew downwards and slammed into them with extremely strong punches, knocking them out after a single punch each. She dusted off her hands before she felt an explosion on the balcony and fell off of it into her brother's arms as they looked to see more guards with more powerful artillery approach and knocked them unconscious with a whack to the head each.

The others stood in fear as the guard aimed his rocket launcher at them as Lucky Girl stood in front and prepared herself as her tattoos and eyes started glowing.

All of a sudden, a forklift suddenly drove up and slammed into the guards, knocking them out and sending their weapons flying.

Lucky Girl stopped as the others looked to see Cooper pat a wrench in his hand with a smile on his face.

XLR8 and Battlefly came too as they saw Cooper and met up with the others.

"How did you do that?" Matter Girl asked.

"I told you I was pretty good with mechanical stuff."

"Let's take a look at the vault," Huntress said as they all went inside the destroyed vault door and looked around at the tons of golden bars inside.

"Wait a minute..." Battlefly said, looking around. "All the gold's still here?"

"Are you serious?" Lucky Girl asked.

"So let me get this straight," XLR8 said. "The Circus Freaks break into the toughest bank into the world, hypnotize all the guards into thinking that they're chickens, but they forget to steal any of the gold? It just doesn't make any sense!"

"Unless..." Cooper suggested. "They weren't after the gold. Maybe they were looking for something else. Check this out, guys."

They looked and their eyes widened as they saw a hole in the vault that led into some kind of cavern.

They all walked down into the cavern to see the large amount of dusty gadgets lining the shelves as the Omnitrixes timed out.

"What is this place?" Jen asked as she and Ben removed their helmets and held them under their arms.

"A blast from the past," Max explained to the six kids. "It's an old Plumbers base."

"Like the one at Mt. Rushmore?" Lucky Girl asked.

"Not exactly. At the height of the Plumbers, some satellite complexes were established around the country in hidden locations like this one. Once we brought down Vilgax the first time, there was no need for these annexes anymore, so we eventually shut them all down."

"But if it wasn't the gold that the Circus Freaks were after, what did they want here then?" Matter Girl asked.

"I don't know," Max said, rubbing his head. "And that's what really bothers me."

The camera shifted over to an indentation in a key shape which indicated that something was missing.


"This guy's brain pan is empty!" Acid Breath said as his posse and Sublimino gathered inside an abandoned barn with some kind of mechanical key in his hands. "Look at this stupid piece of junk."

Suddenly, from out of nowhere, a metal cable fired towards the freaks and wrapped around the key yanking it out of their hands and into the outstretched arm of the ninja from earlier.

He leaped down from the balcony and got down onto one knee, presenting it to a figure who stepped out, revealing himself to be the heavily armored Forever Knight from the complex where the twins were sedated in dreamland.

"Is there a problem?"

"Yeah," Acid Breath said, pointing to Sublimino. "Bad enough you paired us up with the amazing nerd here, but then we pull off the heist of the century and don't even have a gold tooth to show for it!"

"I find your lack of faith disturbing, Mr. Breath. Or may I call you 'Acid'?"

"From now on you can call me 'Boss!' Because I'm taking over this operation!"

"Since only one of us can have that honor, allow me to cast my vote."

The Forever Ninja leaped upwards and unsheathed his swords before leaping towards Frightwig, who sent out her hair tendrils, which the ninja avoided with intense skill and agility.

The hair inadvertently wrapped around her leader the weights at the ends slamming into his head and knocking him out.

The ninja then delivered a flying kick to Frightwig, sending her flying into some nearby wooden crates.

Thumbskull came running up with a shout before the ninja simply grabbed him and tossed him into some other crates with surprising skill.

"Now that that's settled, let's get back to the business at hand, shall we?" the Forever King asked.


The Rust Bucket drove down the road as the gang regrouped with their suits still on but without their masks as they tried to figure out what was going on.

Max was not at the wheel but at the RV's computer typing something in.

"Uh, Grandpa?" Jen asked. "Who's driving this thing?"

"Autopilot," Max said. "Cooper rigged it up. Real work saver."

"Wow, he really is good with the mechanical stuff," Allison said, impressed.

"Grandpa says that my brain looks like the inside of a computer," Cooper said as he went to work on some more of the gadgets.

Max pressed a button that showed a computer screen showing the United States and white dots along all of the country's major cities.

"These dots symbolize all of the closed Plumber facilities."

"Huh?" Becky asked as they looked to see one dot flashing red.

"Why is the one in Seattle flashing?"

"It's an alarm," Max said. "That can't be a coincidence."

"Let's go kick some circus freak butt," Ben said as he and his sister high-fived.

"Unfortunately, even at turbo speed, it's doubtful that we can get there in time to stop them," Max said.

"Well," Cooper said, standing up. "While the five of you were playing two-square, I did mess around with the turbo boost system a little."

"Buckle in, everyone," Max said as they all ran to their seats and buckled up into the seats while Max nodded. "Okay, Cooper. Let's take this first tour and see if she's got a little extra giddyup."

Max pressed the button and then the RV lost its extra features, spread out its fins from its top and sides and the boost engine deployed before they shot out like a bullet from a gun down the road at hyper fast speeds.

"THIS IS SO COOL!" Jen shouted.

"That kid definitely has some skills!" Ben said as they all felt their skin ripple from the intense speeds.


The Rust Bucket reached Seattle at nightfall as Max nodded.

"Coming up on downtown Seattle, you guys," Max said. "We can throw out the anchor and start slowing this puppy down."

Cooper's eyes widened and he gulped. "Uh-oh..."

"What do you mean, 'uh-oh?'" Becky asked.

"Please tell me that you didn't forget the super-duper brakes to go with the super duper turbo!" Gwen shouted.

"Don't worry, Gwen," Ben said as he and Jen activated their Omnitrixes. "We've got your back."

They slammed down the cores and transformed into Diamondhead and Blossom Rose.

Diamondhead held his sister's hand as he grew spikes from his feet like cleats as they walked on the roof, almost losing their balance once or twice.

"Whoa!" Blossom Rose said. "Major windage!"

Diamondhead shot some crystals out from his hands at the road that turned into a crystal roadblock. Unfortunately, the Rust Bucket was going way too fast and they blasted right through the barricade.

"So much for speed bumps!" Diamondhead said.

"Ben, Jen!" Allison shouted. "I hate to bother you two but we could really use a break here!"

Blossom Rose then shouted out and shot her vines out from her hands that wrapped around two street lights as Diamondhead held her with his strong grip. The vines then shot out and pulled the Rust Bucket back like a sling shot as she shouted out in effort and pain.

Diamondhead then created a crystal anchor and tossed it behind them to slow them down even further.

Becky and Gwen hugged each other in fear as they swerved off towards the Space Needle.

Diamondhead and Blossom Rose shouted out in effort as the Rust Bucket finally slowed to a stop just in front of the Needle.

"What did we tell you? No problem," Diamondhead said as Blossom Rose broke the vines from her hands.

"Yeah, tell that to the Seattle road crew," Gwen said as the girls all put their masks back on and Allison hefted the team's energy cannon over her shoulder.

They then heard a ton of screaming as the civilians ran out of the Needle's entrance in fear as a swarm of wasps flew out from the open doors.

"Okaaaay..." Blossom Rose said. "I knew that the Circus Freaks had flies, but wasps?"

"I'm starting to think that the Circus Freaks are just pawns myself," Huntress said as she nervously readied her bow.

The wasp swarm blasted into the twins and slammed them into a nearby car as they struggled to their feet.

"Guys, look!" Matter Girl said.

Everyone looked and saw the wasps swarm around an area in the street before dispersing to reveal a familiar figure in an overcoat and hood.

"That's Clancy!" Lucky Girl gasped.

"No way!" Diamondhead said. "The bug guy?"

"But I thought he was gone for good!" Blossom Rose said.

Clancy growled out and shot his arms out, firing a massive swarm of wasps towards out heroes as Matter Girl absorbed the blacktop from the street and shouted out as she took on the brunt of the attack, the bees doing nothing to her thanks to her armor as Diamondhead created a crystal wall to protect the Omni-Team that the wasps shot right through as Matter Girl was tossed back from the force of the wasps and into Lucky Girl's arms as she used her telekinesis on her.

The team then glared out towards the homeless villain and Matter Girl aimed the energy cannon and blasted outwards as Diamondhead fired several crystals outwards as they all blasted outwards with a shout.

The relentless assault sliced Clancy's clothes to shreds and revealed his new form. He was now a mutant anthropomorphic insect, with a green exoskeleton, yellow eyes on stalks, antennae, a pair of extra arms below his main clawed pair, and silk wings on his back.

"That is so wrong," Blossom Rose said.

Clancy growled and flapped his insect wings upwards to avoid the crystals and thorns and laser blasts outwards that he easily avoided with his swift movements. He landed on a street light and opened his maw to blast out a swarm of hornets towards our heroes.

Blossom Rose fired a cloud of natural pesticide outwards that caused a large amount of hornets to drop dead while another swarm of hornets flew outwards and scooped up Cooper and brought him towards the mutant insect.

Lucky Girl's hands glowed blue and she positioned them powerfully.

"Galeas Disruptus!"

She shot her hands outwards and a gust of strong wind blew outwards and disrupted the swarm and sent Cooper falling as Huntress ran outwards and caught the technical kid as he fell downwards and they hit the floor with a grunt.

Clancy glared at the kids and flew away from the scene.

"Thanks," Cooper told the girls. "You saved my life."

"No problem," Lucky Girl said. "That's what friends are for."

She stuck her tongue out to the others as they glared at her.

"Whatever," Matter Girl said as she disarmed the cannon. "Let's get up to the top of the Needle."

The group of seven went inside and walked into the elevator.

Max typed in a code onto the keypad and turned to the others as the elevator started going up.

"The Plumbers' annex is near the top. The Circus Freaks are probably still up there."

The group waited patiently in the elevator as they listened to the music playing over the speakers. Suddenly, they heard a loud crash coming from above them and Blossom Rose gulped as Huntress unsheathed her spear.

"...What was that noise?" Matter Girl asked.

"It's coming from on top of the elevator," Diamondhead said.

Suddenly, an armored fist burst through the roof of the elevator and ripped a hole in it to reveal...

"Rojo!" Blossom Rose shouted.

Rojo now wore an alien tech suit was primarily grey and came with a red head guard and red shoulder pads. She wore her skull emblem on her chest.

"But how did she get her alien tech back?" Max asked.

"Sorry Omni-Team," Rojo said. "This elevator's no longer in service. Going down!"

She then grew claws from her armored hand and sliced the elevator cables, sending our heroes shooting down the shaft while she shot up as the cables went upwards.

Our heroes screamed as Diamondhead morphed his hands into blades and Matter Girl absorbed the metal from the cannon and morphed her hands into blades as well.

"Emergency stop!" Matter Girl shouted as they stabbed their arms into the sides of the elevator, forcing it to stop as they looked down in relief.

"That was a close one," Huntress said.

Max then gave the kids a boost onto the roof of the elevator and Diamondhead boosted the group up to the top level where they exited and leaped out into the Plumbers annex where they all immediately ducked and hid from the view of the villians in their sights.

They saw a giant hole in the wall and saw the crates being searched and tossed aside by Rojo along with...

"Enchantress too?" Lucky Girl asked. "Seriously? Is everyone who hates us in on this thing?"

"Heh," Rojo said, putting her hands on her hips. "You should've seen the looks on the Omni-Team's faces when I cut the main cable. Priceless."

"How come you got to reduce them to a bloody pulp instead of me, Rojo?"

"Just lucky I guess."

Enchantress glared at the armored vigilante.

"Okay, here's the plan," Blossom Rose said. "We divide up and ambush them from both sides. Girls get Enchantress, boys get Rojo."

"Well, well, well!" A sinister voice sounded out. They looked out to see their oldest nemesis other than Vilgax standing at the edge of the broken roof beside a mutated bat creature.

"Oh no. Anyone but you too!" Huntress said, aiming her bow at him.

"The six of you are overdue for a visit to Dr. Aloysius James Animo!"

The mutated bat creature unfurled its wings and let out a sonic screech towards the heroes as Blossom Rose deadpanned.

"I really hate that guy."

The screech blasted into the Omni-Twins and sent them hurtling out of the hole in the glass wall and nearly sent them falling over the edge.

The others ran out, weapons and powers at the ready, as they ran to the twins sides as they groaned out in pain.

"Ben, Jen?" Max asked. "Are you two okay?"

"No," Blossom Rose said. "I don't think so."

Dr. Animo rode on his bat and wickedly grinned down at our heroes as Rojo and Enchantress surrounded them from the other side.

"Well," Diamondhead said as the Omni-Team lined up back to back as Matter Girl cocked the cannon and charged it up. "Here we go."

"You're still alive!?" Rojo asked. "You guys are making me look bad."

"We do what we can," Lucky Girl said as she enveloped her hands in magic.

Rojo shouted out and fired out a laser from her right arm towards them but Lucky Girl stepped forwards and placed her hands in front of her.

"Vortress Nebulae!"

A blue force field appeared in front of them and the laser bounced off of it and into the Needle.

Matter Girl blasted the cannon, sending Rojo sprawling to the edge as well with her own former weapon as the heroes stood glaring.

"Seriously, Gwen?" Enchantress asked Lucky Girl. "An invisible forcefield spell? That's it? You and Jen have had my spellbook for all this time and you still haven't taken off the training wheels?"

"It's only been a month and a half," Blossom Rose deadpanned.

"Either the pair of you are too stupid to conjure the more complex spells or you're too scared to. You're not sorceresses. You're jokes."

"You know, Enchantress," Lucky Girl said. "It's not like you taught yourself these spells like we did. We could use a mentor."

"Thanks for the offer, but I think I'll pass," Enchantress said as she lit her hands up in magic. "Besides, I'm sure that my sister and that pestering Scarlet Warrior have you covered in that department better than I ever could."

"So," Huntress said as she spun her spear around and the others posed around her. "Are we going to stand around here all night or are we going to fight?"

Our heroes took off to battle the villains and shouted out in effort as Matter Girl absorbed the metal from the roof and started clashing with Rojo's armor as the renegade glared at her as she grit her teeth and slammed her foot down on her boot before whacking her with her backhand hammer.

"You're pretty good," Rojo admitted. "But let's see if you're good enough."

Diamondhead and Blossom Rose blasted their crystals and thorns out at the mutant bat before Diamondhead created a crystal shield to block the sonic screech from the bat as they screamed outwards and looked towards each other.

"Any ideas?" Diamondhead asked his sister.

"Try to stay alive. My solar beam is going to take longer to charge at night."

Huntress backflipped away as she and her sister fired arrows and spells at Enchantress as she levitated away from them before firing a spell that Lucky Girl blocked with a force field.

Max looked out and ducked as Rojo charged after him and Matter Girl before Matter Girl morphed her legs into blades and blocked her attacks with a kick before she socked her in the gut with a powerful punch and she fell into Max's grip as he held her over his shoulders and tossed her back inside.

"Whoa, Max," Matter Girl smiled. "You're tougher than you look."

"Years of practice. Which you're going to need in the long run."

They then heard a buzzing noise in their ears and they looked out and deadpanned in utter defeat as they saw Clancy fly in and open his maw to them as he charged in.

Rojo looked on from the wreckage and rubbed her head as it ached out. Her eyes then caught something blue and she looked down to see the very thing they came to the Space Needle for in the first place. She smirked out evilly.

Matter Girl struggled against Clancy's long tongue and powerful mandibles. Thankfully she was protected from her metallic armor coating her skin. She shouted out and tossed him aside by the wings into Enchantress.

"I've got the key!" Rojo shouted to her allies as Max gasped outwards at the sight of the key.

"The key! Of course! Somebody stop Rojo from getting away with that thing!"

"On it!" Blossom Rose shouted as she ran forwards.

Diamondhead slammed his hand into the ground creating a field of diamonds that knocked Dr. Animo and the mutant bat off the edge of the Space Needle towards the ground.

Blossom Rose ran forwards and wrapped her vine fingers around Rojo's legs, sending her sprawling to the ground while Diamondhead grew a blade from his hand.

"Hand it over, lady. Or prepare to get a nose piercing you'll never forget!"

That was when the Omnitrixes suddenly timed out, leaving the Omni-Twins back inside their Omni-Suits. They looked at the evil woman who smiled at them.

Omni-Pink then used her telekinesis to grab the key from her hands and she began to run away but Rojo managed to trip her up, sending the key flying through the air.

That was when Cooper suddenly leaped up and caught the key before Clancy landed in front of him and growled like the feral creature he now was.

"Be smart, Cooper," Huntress begged as he smirked. "You want this so badly? Go get it!"

He then tossed the key off of the Space Needle and flew away from the group as Jen facepalmed pathetically as Clancy flapped his wings and dove after the key and caught it as he smiled.

"I don't think I want those tickets from him anymore," Lucky Girl whispered.

Animo then flew upwards on his bat and Clancy flew in and grabbed Rojo, flying them away.

Lucky Girl glared at Enchantress as she happily waved goodbye as Animo's bat caught her arms and flew her away.

"I so wish I could teach the seven of you a lesson you so richly deserve, but me and my associates have a date to rule the world!"

Clancy drooled down outwards and the spittle landed on Rojo as she glared.

"How come I'm stuck getting a ride from Mr. Maggot?"

"Just lucky I guess," Enchantress mocked.

The Omni-Team gazed onward with concern as they saw the figures fly away into the distance.


The Rust Bucket sped through the streets as they looked outwards at the road ahead.

"Why didn't I figure it out sooner?!" Max asked.

"What was that key for, Grandpa?" Ben asked. "What's so important about it?"

"I'll tell you," Max said. "Many years ago, the Plumbers caught an alien convict. As a show of gratitude, the convict's race gave us a sample of what they called sub-energy, a subatomic power source so powerful that it made our own nuclear plants look like wind-up toys by comparison. Despite its immense potential for good, the sub-energy was too unstable and dangerous to be used by us or anyone for that matter. So the Plumbers decided it should be put away for safe keeping inside a super secure force field inside the Mt. Rushmore complex."

"And the only way to shut down the force field was to join the two keys that were stolen from the Space Needle and at Fort Knox annexes?" Gwen asked.

"I'm afraid so."

"But how did the Circus Freaks manage to figure all this stuff out?" Jen asked.

"Are you kidding me, Jen?" Allison asked. "The Circus Freaks couldn't figure out how to steal water from an aquarium!"

"Allison's right," Max said. "Whoever masterminded this whole plot must have knowledge of top secret Plumber intel."

"Okay," Jen said as the team regrouped. "Enough is enough. You guys thinking what I'm thinking?"

"We fight fire with fire," Allison agreed.

She whipped out her phone as everyone else did as well as Cooper looked on from the seat.

"Who are you guys calling?" he asked.

"...Everyone," Ben said. "If whoever's involved with this is going to call in our enemies, let's play along and call in our friends."

"I know a certain someone who's going to rip Animo limb from limb once she finds out what he did to those poor animals," Becky agreed.

The screen split into five as our heroes all called their closest allies.

"Hey, Lincoln," Ben said as he rested on the seat. "It's Ben. It's great to hear you too, but I'm afraid this isn't a courtesy call. We need you and your sisters to get to Mt. Rushmore to help us against a group of our enemies who've teamed up against us? ...You'll do it. Thanks! We owe you guys big time!"

"Hey, Joel," Jen said with a smile. "I really hate to interrupt your honeymoon, but we're going to need Camille at Mt. Rushmore in about 3 hours. You're in South Dakota on your trip already? You'll do it? Okay, thanks, cuz. No, we don't need you too, just her."

"Hi, Hope," Gwen said over her phone. "Yeah, it's Gwen. We need your help. A group of our greatest enemies has assembled themselves and are going to destroy us all. And it includes your sister! You'll come? Thank you so much!"

"Xylene?" Becky said as she called over Max's Plumber badge. "Hi, it's Gwen. Max's granddaughter? Yeah, you know your whole Plumber job? We need you at Mt. Rushmore at the quickest time possible. Thank you for your help. We'll see you at the complex."

Cooper looked on concerned as everyone talked on their phones with the deepest urgency and worry on their faces as they looked at each other and hung up.

Max looked concerned. "We're going to need a bigger R.V."


About two hours later, the Rust Bucket arrived back at Mt. Rushmore, where the Theodore Roosevelt head was still wrecked from the battle with Vilgax.

They looked on as they saw a shooting star arrive and a jet appear hundreds of miles away.

"They're coming," Allison said. "Our friends never let us down."

"I guess we beat them here," Ben guessed before the Rust Bucket was hit with a laser that sent it swerving to the side and then slowed before it stopped right in front of the hill.

The Omni-Team looked out in horror as they saw the group of villains lined up on the hill single file in front of them and they all glared down evilly at them as they felt a sense of dread start to overtake them.

Then, the Forever King walked in front of them with a grin behind his visor as he looked to the Rust Bucket and our heroes as they looked on.

"Welcome, Omni-Team," he said. "I wish that I could promise the seven of you a swift demise, but I'm afraid that my new partners have other ideas for you. Behold: The Negative Ten!"

The team looked on as they all prepared for battle as they saw their enemies do the same.

"Oh. Man," Ben said.

"We are in for it now," Jen agreed.


To be continued...