Up in space, the Chimerian Hammer unleashed two more drones onto the planet to search for the Omnitrix.

"The drones have launched," reported the Bioid. "Equipped with the improved internal tracking system, they should be able to find and retrieve the Omnitrix."

"They may find it," a still-healing Vilgax said. "But retrieving it will not be easy. Whoever possesses the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance."


At a gas station somewhere, Jen walked by clutching her stomach as she groaned. "Man, I'm starved." She then noticed a stack of boxes of cookies by her. She removed a box from the stack… which caused the stack to lose its balance and cave in on itself, burying Glen (who was on the other side) in boxes.

"Smooth move, Tennyson," Glen said as he rose out of the pile.

"First of all, I've said this once and I'll say it again, you're Tennyson too, doofus," Jen said. "Last but not least, sorry. Not sorry!" She coated her hands in pink energy and used her telekinesis to restack the cookie boxes.


The kids then left the gas station to see Max fixing up the Rust Bucket. He wiped the window, clearing a sign in the dirt on the glass that said 'Wash me' with a frowny face.

"Nice artwork, Jen," Max said.

"You know, makes a statement," Jen said.

Suddenly, an energy blast came from out of nowhere and destroyed a nearby truck.

"No, that's a statement!" Glen shouted.


*Opening Theme Song: Jen 10*

(The scene shows several planets as the eerie alien music began then the scene shows the watch with the silhouetted image of Jen as the music amped up.)

It started when an alien device did what it did

It stuck itself upon her wrist with secrets that it hid

(The scene shows Jen as she leaned forward to grab the mysterious watch from the alien capsule then it jumped up and clamped itself on her wrist, much to her shock.)

Now she's got superpowers, she's no ordinary kid!

(Then the next scene is when Jen presses the core down then the watch released a powerful flash of green light as it sunk down into her arm and from where it had sunk, brown-orange rocks erupted from her skin and worked their way all over her body until they reached her eye.)

She's Jen 10! (The words "Jen 10" flash on the screen.)

So if you see her, you might be in for a big surprise!

(We see many quick shots of different aliens: Grey Matter, Razorjaws, Diamondhead, Inferno, Stinkfly, Upgrade, Wildmutt, Ghostfreak, Ghostfreak, Stinkfly, Grey Matter and Upgrade in that order.)

She'll turn into an alien before your very eyes!

(The scene shows Jen become covered in orange fur as her teeth grew into fangs then she became a humanoid dog-like alien as she slams her claws against the ground and let out a roar.)

She's slimy, funny, fast and strong! She's every shape and size!

(We see more quick shots of different aliens: Razorjaws, Diamondhead, VLOCT, Four Arms, Inferno and Wildmutt in that order.)

She's Jen 10! (Once again, the words "Jen 10" flash on the screen.)

(The scene showed a chibi Jen who ran towards the fourth wall then jumped, somersaulted and morphed into the aliens:

Armed with powers, she's on the case!

1- A dog-like alien humanoid, who shred at the fourth wall.

2- A four-armed, four-eyed, red-skinned alien, who rose her arms up and pumped them.

Fighting all evil from Earth or space!

3- A small, amphibious, bug-eyed alien, who leapt towards the fourth wall and crashed at it.

4- A humanoid velociraptor with orbs on her feet and wore a protective visor zoomed to the screen.

5- A living, stretchable metal being with green digital stripes and one eye.

She'll never stop 'til she makes them pay!

6- A living entity made of powerful durable crystal, who blocks a large laser beam and reflects it back.

7- An anglerfish humanoid alien, who opens her mouth to show her razor-sharp jaws.

Cause she's the baddest girl to ever save the day!

8- A humanoid fly with two pairs of wings and four eyestalks flew to the screen.

9- A ghost-like alien with one purple eye.

10- A living humanoid on fire who fires a stream of fire at the fourth wall.)

Jen 10!

(Then Jen landed on the ground fist-first, which caused the ground to crack.)

(Multiple scenes are shown: the dog alien leapt out of the forest and towards the fourth wall, Jen finished her transformation as the diamond alien, the fire alien throws a fireball from her index finger, Jen slamming the watch down, Glen bringing down the spear on the cockatiel's head, the four-armed alien letting out a battle cry, finishing her transformation and the velociraptor alien zooming across the water.)

(The final scene shows Jen with a cocky grin as all the aliens got sucked up into her watch and the title "Jen 10" appears beside her.)

*End Song*


They looked to see three biker thugs wielding laser cannons. They wore helmets that looked like they were decorated with graffiti. The leader sent his lackeys out to rob the gas station as he looked to the Tennysons.

"What are you looking at?" He asked as he aimed his cannon at them and charged it up as Max gasped.

"Glen, Jen, get down!" he shouted before Jen protected them with an energy barrier before dissipating the barrier and thrust her hands at the leader, creating pink telekinetic waves which pushed the leader back, causing the laser to miss and it struck a support pillar behind Max. He groaned as the kids ducked behind the RV and gasped.

"I've gotta get Grandpa out of there, then we'll talk about the new telekinetic wave ability!" said Jen as she slammed the core down.

The leader's lackeys returned with bags full of money before they heard a shout and spotted Four Arms slam her upper arms down and caused a minor earthquake in the ground that sent them flying.

"Go!" she shouted to her family as they ran for cover behind the Rust Bucket. She then looked to see the guard stumble out of the damaged truck dazed before he looked to see the giant alien in front of him. "You okay?" she asked him.

The guard screamed and ran away from her as she groaned.

"I wonder if that's a 'yes.'"

Suddenly, she was struck by the leader's cannon, sending her flying into another support pillar as she landed on the ground in a daze. The leader fired his cannon again that struck one of the fuel dispensers, causing an explosion that engulfed Four Arms.

"Jen!" Max shouted.

Luckily, Four Arms jumped out of the smoke completely unharmed due to her thick skin and slammed the ground where the thugs were standing on, sending them flying back.

Two of them landed in a heap by the truck as Four Arms walked over to them and lifted them with her lower two arms while using her upper two arms to grab their helmets. "You two are messing with the wrong girl, misters," she said as she removed their helmets… revealing that they were actually women! "Sorry, that's misses. Hey, where's your boss- ARGH!" Four Arms got shot in the back by the leader, who removed HER helmet.

"Right here, sister!" the red-haired leader, named Rojo, grinned.

"Clobber her!" Glen shouted.

Four Arms then glared back at Rojo, when all of a sudden, the drones from when she got the Omnitrix appeared and started firing lasers at them.

The drones fired their lasers across the street, slicing through the truck the gang had robbed from, sending cash flying through the air as Rojo grabbed some.

"Hey, this is my heist!"

"You can have it!" one of her lackeys said as they ran away, not wanting anything to do with the drones.

Rojo scowled as she walked towards Four Arms, who was distracted battling the drones, which were out of her reach as Max picked up a tire from the truck and tossed it at her before she could hit Four Arms, knocking her to the ground.

"Jen, those drones must be after the watch!" Max said.

Rojo growled as she picked up her cannon again and aimed it at Max. "You'll get yours, old man!" she shouted as she fired her laser at him.

Max ducked out of the way, but the laser struck the top of the gas station, causing falling debris to fall on Max, knocking him unconscious.

"Grandpa!" Glen shouted.

"No!" Four Arms shouted before she looked at the drones in anger and grabbed them both. "Nice try." She then smashed the two of them together and tossed the destroyed drones at Rojo, knocking her unconscious. She then went to her cousin, concerned over their grandfather.

"We need to get him to a hospital," Glen said as he pulled out his phone and dialled a number. "I'm calling 91- Jen?" He asked as Four Arms picked the two of them up.

"No time. Hospital up the street!" Four Arms shouted before jumping her way to the hospital.

Once they were gone, Rojo recovered and started examining the destroyed drones. "Who were you freaks?" She pulled off one of the drones' heads and started examining its circuitry.

Suddenly, its eye glowed red and it stabbed its plug into her neck and started transferring its data into her. Her skin suddenly turned a deep crimson red and the sleeves of her jacket and pants were ripped open by the sudden surge of growth in her muscles. Spikes grew from her elbows and fingers and her eyes turned a dep red, the same colour as the drones' visors. She also grew two sensors on her shoulders and two more eyes before the drone went offline and fell to the ground.

Suddenly, two police cars pulled up and the cops came out, guns drawn. "Freeze!"

Rojo, now a cyborg drone, turned around to face them, leaving them confused. "Ha! I already did my time. It's time you guys paid!"

Suddenly, the sensors in her shoulders came up from their sockets and fired two lasers at them, destroying the cars in the process.

She then smiled at her dirty work as she picked up the discarded bag of cash that one of her lackeys had left behind and chuckled to herself. "This is gonna be a blast!"


At the hospital, the kids had checked Max into a room, now dressed in a hospital gown and lying on the bed, unconscious, his leg in a cast and resting on a sling with bandages on his forehead.

"Your grandfather has suffered a severe concussion," the doctor reported. "He'll be out for several more hours. He also has several lacerations and a broken leg."

"He's gonna be okay, right?" Jen asked, worried.

"For a man his age, he's remarkably strong. He'll be fine after some rest," the doctor said. "Now it says on his admittance form he was hit by a car bumper. Did someone back into him?"

"Actually, the bumper flew through the air after this robot drone blew up the car," Jen lied.

The doctor patted her shoulder. "Vivid imaginations are good coping mechanisms in situations like these."

Jen then smiled at that as the doctor looked away before she and Glen looked at her grandfather, worried.


Back in the Chimerian Hammer on the Earth's orbit, the Bioid reported to Vilgax exactly what happened on the surface.

"The drones were destroyed."

"Send out more!"

"We may not need to. It seems the drones have somehow merged. I'm receiving one combined signal and that signal is on the move."

"Hmm," Vilgax wondered. "Perhaps one head is better than two."


Back on the surface, Rojo was robbing a jewellery store, using her new tech to send the patrons out screaming in terror. She then used her laser to melt the glass holding the priceless rings so that she could steal them. Unfortunately, she didn't know her own strength and she ended up crushing the rings to dust.

"What?! No! They're worthless now!" She then turned to the owner of the store and growled angrily. But before she could do anything, she got a massive headache and clutched her head in pain as she started hearing a voice on her head.

"Listen to me, whoever you are."

"Where are you?..." Rojo asked the voice. "…Who are you? …And how did you get in my head?"

"No questions! You are here to serve me!"

"Guess again. I work for me and only me."

Suddenly, she was forced to her knees and the next thing she knew, she found herself falling through a void that was happening inside her head.

"You now possess power you could have never imagined. But unless you find a way to use it, it will be worthless."

Her eyes then widened in fear at the alien before her.

"Fulfil my demand and I will teach you. Fail me and I will turn you to dust!"

Rojo conceded to this, slightly in wonder at how to use her powers. "So what do you want?"

"Only one thing. A piece of valuable technology missing from my possession. And luckily, you are already programmed to find it."

Rojoborg then found herself back in the real world. (A/N: Yes, I'm calling her Rojoborg.)


Back at the hospital, the kids were in Max's room as Jen levitated Glen and medicine bottles up with her telekinesis as practice, still worried about her grandfather.

"Jen, you heard the doctor. He's going to be fine. He's Grandpa," Glen encouraged.

"I'm worried about him," Jen said as Glen smiled at her.

"I'd worry more about how some girl kicked Four Arms' butt."

"I was distracted. What did you expect me to do?" asked Jen as she stopped using her telekinesis on Glen and let him fall on the floor on his butt.

"Ow!" Glen moaned as he got up with a sore butt. "How about, not get distracted?" Jen then hit him with an energy blast in the butt, smoke emanating from her fingertips.

Glen then clutched his fist tightly and reeled it back, ready to punch her… until she saw how concerned she looked.

After putting the medicine bottles back in their place with her telekinesis, Jen then walked out of the door as Glen looked back at her and followed her. "You okay? Normally hitting me with energy bolts would make you feel much better."

"You know, maybe if I went Upgrade, I could get in those machines and hook up to it and see if I can enhance them to make him better," Jen suggested, touching the Omnitrix.

"Jen, we both know that won't work."

"Okay, then what if I went Ghostfreak? I could meld with him or something. I don't know, I just wanna help him, you know? Next time, I need to use more than my alien powers to fight. I've never tried using my powers with my heroes, have I?" She then pressed the Omnitrix's activation button, making the core pop up.


Flying across the city, Rojoborg shot to attention and looked down to the hospital. She used her visors to pinpoint Jen's location as she zoomed in to the windows and saw that she eagerly fiddled with the Omnitrix.

"There you are."


"Jen, don't. Time will tell soon enough," Glen said.

Jen looked to see her grandfather lying unconscious in his bed as she sighed and angrily kicked over the trash can.

"Just relax. Everything's gonna be okay," Glen said before he squinted and looked out the window and gasping.

Rojoborg then burst through the window. The kids nervously walked back as Rojoborg walked towards them slowly. "Give me the Omnitrix!"

"You want it? Come and get it!" Jen said as the two ran away down the halls, avoiding her lasers as she gave chase after them.

Rojoborg then blasted a cart that a nurse was moving and knocking her back only to be saved by a doctor.

They almost ran by a stairwell, only for Jen to notice it as she shouted after her cousin. "Stairs!"

They opened the door and ran down the stairs as fast as their legs could carry them.

"Jen, that thing's the girl from the armoured car robbery!" Glen shouted. "It's like she merged with those-"

"Robot drones!" Jen exclaimed before she noticed an explosion from the stairwell door and Rojoborg walked from the explosion. She then jumped down the middle after them, just missing them as they ran down out of the door on the bottom floor and then fired her lasers after them, just missing them.

"Okay, radical thought, but now might be a really good time to go hero!" Glen said as they ran out of the front door of the hospital and dived behind two ambulances.

Rojoborg then walked out of the door, scanning the area and looking for them. "We can do this the easy way or the hard way." She then spotted the cliff above and fired her lasers at the cliff, loosening several boulders and causing an avalanche to tumble down to them. She then smiled at her work as she walked back from the scene.

"Time to go For Arms," Jen said as she activated the Omnitrix and slammed the core down, transforming into Inferno.

"Oh great. I need muscle and I get an alien candle instead," Inferno said. "If scissors cuts paper, fire melts rock, right?" she asked Glen, who just shrugged. She then fired her heat ray at the boulders, which only set them on fire, making them even more dangerous. "Okay, definitely not what I had in mind. Go!" she told Glen, who didn't need to be told twice as he ran away.

Inferno then fired a heat ray at the ambulances, which melted them before she jumped over the ambulances and they blocked the boulders and sent them going down the street. "Hospital safe," she said.

"But there are people at the bottom of that canyon," Glen said as they saw the boulders rolling down the streets towards the city.

"Man, I hate it when you're right," Inferno said as she ran after the boulders, only to be tackled by Rojoborg from above, putting her foot on her back and aimed her sensors at her. Inferno flared up her flames and sent her flying off of her, knocking her back and she continued her pursuit on the boulders down into the canyon before landing beside the bridge.

The construction workers at the bridge screamed at the boulders rolling towards them and ran away.

Inferno fired her heat ray at the bridge, destroying it and sending the boulders falling in the river underneath the bridge.

Inferno admired her handiwork when Rojoborg suddenly came flying in and grabbed her by her collar and throwing her into a garbage truck. She then fired countless amounts of lasers from her turrets at her until she was completely engulfed in smoke.

She looked at the damage she caused as the windows of a nearby building were shattered. There were several craters in the street and a fuel truck had been sent sprawling on its side, leaving a trail of fuel.

"You want me? I'm right here!" Inferno shouted as she emerged from a crater and curtseyed.

She then snarled and flew towards her, only for Inferno to dodge out of the way and she then snapped her fingers and a single spark escaped her palm and set the fuel on fire, blowing the truck up and sending Rojoborg flying away from her. "See ya!" she saluted before walking away.


Back at the hospital, Max was sent into another room with his grandchildren visiting him.

"When I was playing with the watch, I must have led her right to you," Jen said, a little down that it was because of her that all of this happened.

"Since they moved me into a new room and you haven't gone alien since then, we're safe," Max said.

"Yeah, just for this second," Jen said. "What about tomorrow? It's getting way too dangerous for you guys to be around me. If I didn't have this watch, none of this weird stuff would be happening."

"Yeah, but since it won't come off, there's nothing we can do about it," Glen said.

"Maybe, maybe not," Jen said with a sigh, coating her hands in pink energy.

"I still can't believe it," Max thought.


People in the city had gathered around the crater where Rojoborg had landed in wonder at where she had come from.

Much to their shock, she recovered and walked out of the crater, sending them screaming and running away. Before she could get anywhere, she suddenly got another dizzy spell and was sent to her knees as Vilgax contacted her again.

"The Omnitrix? Where is it?"

"I couldn't get it," Rojo explained. "And how nice, you didn't tell me I'd be fighting a superheroine. I'm through."

Her vision of Vilgax suddenly ate her and sent her falling through a void.

"Get me the Omnitrix and if you fail again, your meaningless criminal life will be over. Now this time, make her come to you."


Later at the hospital, Glen was sleeping by Max's bedside as Jen laid a note on the bed and sighed.

"I'm doing this for you, Grandpa," she said as she walked out of the door and left.


At sundown, Jen sat on a park bench by herself and saw a grandfather and his grandson playing with a football in the clearing. She sighed, wishing she was with her grandfather.

"I'm glad we can spend the summer together, Grandpa," the boy said.

She then turned her head as she saw a woman sitting at the other bench listening to the radio while reading a book.

"Reports say the armoured assailant has incredible firepower and has blown up several police barricades before arriving at the police academy training centre just outside of Albuquerque," the broadcaster announced.

Jen immediately shot up and walked away.


After sundown in the hospital, Glen woke up and rubbed her eyes before noticing his cousin was gone.

"Jen?" he asked as he spotted the note and opened it before reading it.

"Dear Grandpa and Glen,

I care about you both too much to keep putting you in danger, it's better this way.

Love, Jen."

Max then woke up as well and groaned. "Glen, what is it?"

They then heard a news report over the TV and Glen turned up the volume as they listened to it.

"The scenes at the police training centre continue," the reporter said. "Early reports say several officers have been injured."

"Jen's gone, but I think I know where she went," he said as he started to head for the door. "I've gotta go, Grandpa."

"I'm coming too," Max said, struggling to get up.

"You can't go anywhere."

"You can't go alone," Max warned. "It's too dangerous."

Glen grabbed the adjustment switch from the hospital bed and completely flattened it, incapacitating his injured grandfather.

"I can't get up now!"

"That's the point," Glen said before running out.

"Glen, get back here! Glen!"


Outside of the hospital, a driver of one of the ambulances was looking over the reports when his assistant walked over.

"They need us at the police academy."

They got into the ambulance and drove off, unaware that Glen had snuck into the back of the car and they were heading him directly to his cousin.


At the entrance to the police academy, a destroyed squad car was tossed aside by Rojoborg as she looked up and fired her turrets to absolutely decimate the academy as she glared before she felt a sudden blast from behind as she looked to see Jen in a Power Rangers fighting pose with her hand smoking.

"Looks like you got this party started without me," she said. "You're gonna pay for what you did to my grandpa." Her eyes then glowed pink with fury as Rojoborg smiled at her.

"Oh? Is the little baby gonna cry about it?" she mocked.

"I'm not that kind of insecure girl in cases like this. So, I'm just gonna make you wish you never crossed paths with me!" she said as she clutched her hands into fists and surrounded them with pink energy as she glared.

"Bring it on!" Rojoborg shouted as she fired her turret lasers at Jen, who stood her ground as she brought up her arm and created a star-shaped energy field which withstood the lasers before she retaliated with her other hand and fired and energy swipe that hit Rojoborg dead on as she glared and fired her lasers at her feet, which Jen dodged with a triple backflip.

Jen then fired tons of energy bolts that hit Rojoborg in rapid succession as she burst through before bringing her spiked arms down as Jen gasped and brought her hands up in front of her face and brought up a heart-shaped energy shield that she barely withstood.

Rojoborg smirked at her as the shield started to crack as she glared.

"You can't win. Surrender the Omnitrix," she said as Jen glared back.

"Over my dead body!" she shouted as she dispelled the barrier and then gave out a sweeping energy roundhouse kick that hit Rojoborg square in the head and caused her to slide across the area as she left tracks with her claws and spiked arms and stood up as the two were both panting at that as she glared.

Rojoborg then brought her turrets up as Jen put her energy charged fists up. She charged up her turrets to fire. "This is my final warning, kid. Stand down."

Jen wiped her sweaty forehead and glared. "I could do this all day." She then thrust her fists forward and Rojoborg fired her lasers and the two blasts collided, equal in power before causing an explosion from the overload of power that knocked the both of them back as Jen backflipped and got her footing again.

Rojoborg dashed through the flames and brought her claws down on Jen before she brought up another shield then her eyes glowed a brighter pink as she focused her energy and used her telekinesis to lift Rojoborg up and she slammed her across the street as she glared and ducked behind a car and activated the Omnitrix and slammed the core in a flash of green light.

As Rojoborg recovered, a blue, black and white blur appeared out of nowhere and battered Rojoborg some more before stopping to reveal VLOCT.

"No party is a party without VLOCT."

Rojoborg then grabbed VLOCT's leg and slammed her against the ground before kicking her against a squad car as she slumped back in a daze.

"He wants his Omnitrix, he can have it. This is getting fun," Rojoborg said as she aimed her turrets at her.

"Who's he?" VLOCT asked herself before jumping forward and kicked Rojoborg in the chest in rapid succession as she glared. "One good kick deserves another!" She then kicked her one last time before closing her visor.

Before they could continue, a tank suddenly rolled in and aimed its cannon down to the two as VLOCT stared in shock.

VLOCT then ran away from the area as the tank fired its cannon onto Rojoborg, resulting in a crater that was emanating tons of smoke as VLOCT looked on.

The tank hen rolled forward before it stopped and was lifted up by Rojoborg, completely unmarred from the blast.

"Nice try, but Speedy's all mine," she said as the scared soldiers jumped out of the tank and she tossed it at VLOCT.

Luckily, VLOCT zipped away from the wreckage as she then landed three massive punches on her, sending her flying and crashing, resulting in a crater.

Without a scratch, Rojoborg fired a turret at her, hitting her dead on.


The ambulance from the hospital arrived at the academy and the paramedics exited, medical kits at the ready.

"Who needs help?"

They then saw Rojoborg pummeling VLOCT into the ground in a crater before she dropped the unconscious heroine on the ground before turning her attention on the medics and walked towards them, causing them to run away in fear of her.

Glen then opened the door to the back of the back of the ambulance and saw his cousin getting up weakly and notice him.

"Glen!" She then rushed over to grab her cousin and ran into a clearing, safe from the mad cyborg before she lifted her visor up. "What are you doing here?"

"'It's better this way.' Sound familiar?"

The Omnitrix started beeping red. "So does that beeping!" VLOCT said before she timed out, returning to her human form. "Oh, just great! Come on!" Jen shouted as the two ran away from the scene before Rojoborg could find them.

Rojoborg then spotted them running away and followed them.

The kids then ran to the academy's obstacle course, running over the hurdles as Rojoborg fired her lasers at them, resulting in a smokescreen before she ran after them. Little did she know that her targets had hidden behind one of the course's barriers as she ran forward.

"Jen, you can't run away from us!" Glen scolded.

"Don't tell me what I can or can't do," Jen said. "This is my fight, my weird watch, not yours."

"Yeah, but you're my weird cousin," Glen said before they heard the familiar hum of Rojoborg firing her lasers as they looked worried. "In here!" Glen shouted and they ran into the gym for shelter before Glen's phone rang and she answered it. "Hello?"

The person on the other line said something to him as he handed Jen the phone.

"It's for you."

"Hello?"

The person on the other line revealed himself to be Max.

"Grandpa, can we talk later? I've got an indestructible robot thing none of my aliens can take out."

"Jen, if you can't destroy it from the outside, take it down from the inside," Max said over the phone as Jen got a look of realization on her face.

"That's it! Thanks!" Jen said as she hung up and handed the phone back to Glen.

"Looks like you're not better off without Grandpa either, huh?" Glen asked as Jen surrounded her hands in pink energy and created a large energy orb and levitated it to the middle of the gym before activating her now-recharged Omnitrix, triggering Rojoborg's sensors as she jumped up and fired several lasers onto the gym as the kids ducked for cover and Jen dialled her alien in as Rojoborg dropped into the gym through the hole in the roof she created.

She turned her head, investigating as she looked for Jen as Jen focused on her energy orb and it fired energy beams at Rojoborg, blinding her as Jen slammed the core down and triggering a transformation.

The Omnitrix sunk into her arm and her skin turned black and green data-like lines scrawled their way across her body as her clothes and hair vanished into her body and her eyes merged into one and into a ring-like circle before she struck a pose as she finished her transformation into Upgrade.

Upgrade jumped down from the ceiling before tackling Rojoborg and merging with her circuitry.

Rojoborg struggled to get the alien off of her, like Spider-Man trying to remove the symbiote as she stumbled back as Upgrade almost completely took over her.

Little did Upgrade know, that by melding with Rojoborg, she also completely took over her consciousness and the Omnitrix symbol beeped green in confirmation, activating a communication link.

The camera zoomed in on her eye as she found herself in the same void Rojoborg was in, face-to-face with Vilgax in Rojoborg's mind.

"Listen to every word. Be afraid."

Upgrade shielded her arms in front of her eye in fear as Vilgax confronted her inside Rojoborg's brain.

"You cannot run. You cannot hide from me. I will find you. And when I do, I will retrieve my Omnitrix and destroy you!"

The camera panned back into the real world as Rojoborg finally pried Upgrade off of her and threw her against the wall, dazing her a bit as she flattened out. She then fired a laser from her turret at her before she flew around her and melded with a weight-lifting machine as she glared.

"Time to work out!"

She then reached her arms out to her as she flew back to avoid them, but they caught her anyway. Upgrade then slammed her against the weights a few times, sending her stumbling back before de-merging with it and merging with a treadmill. She then activated it, sending the path rolling and sending Rojoborg crashing into the weight-lifting machine.

Rojoborg recovered and fired her turrets several times as Upgrade de-merged with the treadmill and flew around the area avoiding the lasers as Glen noticed that the destruction of the support beams caused the gym to lose its stability and the ceiling to crack.

Suddenly, the S.W.A.T. team kicked the door of the gym open and walked inside.

"Glen noticed them and shouted out to them. "Duck!"

The officers ducked as Rojoborg's lasers swept over the wall above them. They then opened fire on the cyborg woman as Upgrade tackled her again.

"Now this won't hurt a bit." She then melted herself completely as she completely merged with Rojoborg's circuitry and discharged her energy all throughout her systems.

"Get out of me!" she shouted as Upgrade defused with her.

"Okay, I lied."

Rojoborg glared at her as her skin color returned to normal and her visors fell off. The rest of her armor fell off as well. She was reverted back to her human form. "I'm… normal."

"Abnormal's way more like it," Upgrade said, hands on her hips.

"Look, I don't know what came over me. Come on, please, you gotta help me." She then looked over her shoulder as she noticed that among the now useless machinery, her energy cannon from before had appeared in a flash of red light as she smirked. "I'm just a girl." She then kicked the cannon upwards into her hands.

"Guess what, Red? So am I!" She then made her liquid body rock-solid and drop-kicked her down, knocking her unconscious before firing her eye beam at the Rojoborg parts and energy cannon, destroying them for good.

Suddenly, the gym started shaking violently again as Upgrade picked up Rojo.

"Glen, we gotta go!" she said as they ran out of the door as the gym finally caved in on itself as they all ran away. Upgrade then handed the unconscious Rojo to the cops.

"She's all yours," she said as they went off.


The next day, Max had checked out of the hospital as he walked towards the Rust Bucket which was towed from the gas station to the hospital on crutches as he sniffed the cool fresh air.

"Ah, it's good to get out of here and get back on the road," he said as he smiled.

"So, Jen," Glen said. "What happened back there in the gym? It's like you were possessed or something."

"I don't know," Jen said. "It was like when I went Upgrade, I saw this alien."

Max opened the door to the Rust Bucket as the kids walked up.

"We were both floating through space and he was talking to me. "He looked kind of like he had this octopus on his head. He said I should be afraid."

Max looked a bit concerned as Jen said that as the kids looked at their grandfather.

"Grandpa," Jen said. "You look afraid."

"I'm… fine," Max said. "And you'll be fine too as long as we stay together."

"Sounds good to me," Jen said as she and her cousin walked inside the Rust Bucket.

Max then looked up to the sky with a glare as the camera zoomed out of the planet and into its orbit towards the Chimerian Hammer as Vilgax examined what had happened with a glare.


A/N: Hi guys. I'd like to give a shout-out to my newest supporter, DragonWarrior24! I know you're all wondering why the Omnitrix beeped green when Upgrade tried to merge with Rojoborg and here's my explanation:

According to the pop-up edition of this episode, the reason Vilgax could communicate with Ben in the first place was because of the Chimera Sui Generis' (Vilgax's species) DNA stored within the Omnitrix. I decided to make it more notable to you guys. Anyway, don't forget to follow, fav, review or give ideas and see you guys soon in:

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