Episode 4: Ghost of the Past

Three days have passed since the jailbreak from Bellwood's Plumber Headquarter, Ben and his team continued performing and working their duties to protect Bellwood and other planets, as well as hunting and apprehending the criminals. Gwen and Kevin also helped them since they were still in spring break. There was no sign of Dr. Psychobos, who is responsible of stealing the regulator for his Nemetrix and damaging Ben's Omnitrix.

On Saturday, a special celebration event is occurring at familiar Bellwood Pier that Ben and Julie started their first date. It was called 'Olde Bellwood Days festival'. The festival is filled with food stalls, amusement park, fun and games stall and so on. Ben and his team including Max, Kevin and Gwen are being invited to it. Levin Family, Zed and Sam are also joining as well.

"The Olde Bellwood Days festival..." Max said happily. He sighed, "One of special holidays I've enjoyed the most especially when it's in our hometown. I even get appearance to make some best dishes for everyone to enjoy."

Ben and his team sans Tetrax and Rook groaned in annoyance. Tetrax sighed, "Tell me about it. I loved Max's food. They're the best. No one could best that."

"I agreed," Rook said happily, "I enjoyed Magister's cook a lot. Though I am quite surprise that we were invited to this event, Plumbers don't usually get involved of the holiday events."

"Well, first time for everything," Ben commented happily, "It's awesome that we get to be part of the event. After all, we are the hero especially me."

Gwen sighed in annoyance, "There he goes again. He always does that when someone invite him to join the party."

"Tell me about it. You should be lucky that you didn't invite your parents over here," Kevin said in annoyance while patted Zed, who was smiling and whining happily. He groaned a bit, "Unlike mine, my uncle is gonna mess around me."

"Tell me something I don't know. I hope he's not gonna show to the world about me getting married with Princess Looma. If he does," Ben said in annoyance. He turned and glared at Kevin, "I know whose ass I can kick now!"

Kevin groaned, "Geez. I said I'm sorry. Give it a rest, Tennyson."

"Well, either way, I'm glad that we're in this together," Julie said calmly and happily. She held Ben's hand happily while leaning close to him. She sighed, "This feels like old time, doesn't it, Ben?"

Ben laughed happily while holding her hand, "It sure is, Julie. I'm glad that we're in this together."

Julie smiled, "Me too, Ben."

"Mushy..." Kevin groaned in annoyance. Gwen glared at him. He yelped in shock, "I mean. Not bad."

Gwen groaned in annoyance. She turned and noticed both Zed and Sam sniffed on each other's butts before whined ad barked happily and gently.

"Aw. They became fast friends," Gwen commented in amazement.

"If I'm not mistaken, Sam is a boy, right?" Rook asked curiously, "Perhaps, that he and Zed could be-!"

"Wow there! Bookworm boy!" Kevin snapped in annoyance, "Zed is off limits to any guys especially Ben's!"

"Yeah! And besides, he and Zed are just friends," Ben said in agreement yet nervously. He turned and whispered to Kevin. "You sure that she's a friend, not trying to kill me?"

Kevin sighed, "Relax, Tennyson. She's on our side. I trained and fed her well. She's cool now."

"I hope so..." Ben commented in annoyance.

"Well, can't be worse as crossbreed alien monster," Tetrax commented in annoyance.

Max laughed amusingly and heartily, "Come on, guys. Our host is meeting us at the stage. He said that he's got a surprise for us."

Ben and his team moved out at once, searching and meeting up with the host. They have arrived at the large entertainment stage-like, where they found a teenage boy with black gentle straight hair at age 17 worn reddish sweater with GrandSmith Logo and a tie, beige colored long pants, and business black shoe was standing and talking to a 11 years old and worn a black t-shirt with white lines, greenish hoodie jacket with 10 Badge and dark green cargo pants and black-white sport shoes.

Ben gasped, "Eddie! Jimmy!"

Eddie and Jimmy, alerted by the call, turned and found Team Ben have arrived at the scene. They then approached and greeted their friends.

"You guys made it!" Eddie exclaimed happily.

Ben smiled, "What? Miss this event. Not a chance, man. I'd never miss the charity event like this."

Kevin scoffed as he whispered to Gwen and Julie, "Obviously, he did it to get the attention."

"Obviously," Gwen and Julie agreed in annoyance.

"And these are?" Rook asked while looking at Eddie and Jimmy.

"Eddie is the grandson of my old friend Donovan GrandSmith. They're the owner of the hotels and best at press conference," Max explained, "And of course, Jimmy Jones is Ben 10's number one fan, and also responsible of letting the world knows of his true identity. I don't blame him for that. Just wish we could have done it sooner."

"Well, to be frank, I don't think you can stop anyone from learning his true identity," Tetrax said calmly.

"So, Eddie, what kind of activity that you have for me to show to the crowd?" Ben asked curiously, "I wanna make the best impression that no one would forget. Kids will love it."

Eddie sighed with awkward smile, "Well, I can guarantee that you will love and hate this kind of idea. But mainly, the kids and media will love it that Ben 10 has the compassion and enjoyed the charity event, with his heart and happiness."

"Meaning?" Ben asked dryly. Eddie laughed uneasily and nervously as he pointed at the stage, which has the banner said 'Ben 10 Cosplay Show'. He scoffed, "I don't see anything bad about it."

"Uh, Ben, he wasn't talking about that," Jimmy laughed uneasily. He then pointed at the water dunk tank with target mechanism and has the banner said 'Dunk Ben 10'. He continued in concern, "That is what he was referring to. And it's the first event."

Ben yelped in shock while the rest of his friends snickered amusingly about it. He groaned in annoyance, "Y-You've gotta be kidding me. Who comes with that stupid idea?"

"My assistant's," Eddie admitted sheepishly, "She thinks that 'Dunking Ben 10 in Water Tank' was a good idea, showing that he's not menace or threat to the world and even the kids. And of course, he wouldn't hurt a fly."

"Seriously?" Ben asked in annoyance.

Jimmy shrugged, "Well, would you rather do the comedian? We know that you weren't good at that one."

"That is true, Jimmy..." Ben said in annoyance. He sighed, "Fine. Better hope I'm not gonna regret it..."

"Trust me. You won't regret it," Eddie said calmly, "but for now, go and have some fun now. I need to set the stage up."

Ben groaned in annoyance, "This is so embarrassing."

Julie giggled as she nudged him a bit, "Relax, Ben. It's for charity. And plus, seeing kids cosplay as you being heroes could be fun and cute. Can't wait to see how cute the kids' cosplays are."

Ben hummed thoughtfully, "Yeah. I suppose so. Let's go and have some fun. Meet back here by 1pm."

"Sure. I wouldn't want to miss dunking you," Kevin teased amusingly.

Ben groaned in annoyance, "Very funny, Kevin..."

Team Ben split up to go and have some fun with different stores. Ben, Julie, Sam and Ship headed to the north for their date and fun. Max and Tetrax headed to west, where they can set up the food store. Kevin, Gwen and Zed headed to the east, where they have Anubian Baskuur competed in dog competition. Rook looked around for trying and entertaining various games. Eddie remained behind to supervise the event while Jimmy was taking pictures and interviewing with customers and children about the event.


In an unknown warehouse, the mysterious teenager was working and checking on a familiar device on the workshop table. He used the welding torch in repairing the damage parts. He also even removed the damaged and security parts, and then inserted new ones into it. He even also checked on computer, which shown the list of alienated predators. A Panuncian was sleeping peacefully and calmly close to his master.

Ever since he has found and stolen the damaged Nemetrix from the last two months, the mysterious teenager spent his time in fixing it, along with adding new alien predators into it. He also even looked at the second computer, which has the security footage and news reports as if he was searching for someone.

The mysterious teenager has succeeded fixing the Nemetrix, which is now in blue color and the symbol was changed from bite marks into silhouette Panuncian's Head-like Symbol. He then attached it to silver dog collar-like. He whistled to his pet, who stood and sat up straight before him. He put it around his pet's.

The mysterious teenager whistled, "Wow. Look at you. You're perfect and ready for action, Leo. All we need to do is wait for him to show his ugly face."

BEEP! Both the mysterious teenager and his Panuncian turned and looked at the security footage, which revealed Khyber and his new dark reddish demonic and armored dog-like with large spiked knife-like jumped and landed on the small building. They both then jumped to the ground as they stealthily and quietly approached to the pier.

"So, you finally show your ugly mug, Khyber..."


Team Ben were having great and fun time at the pier. Ben and Julie were competitive yet also having great and fun time with each other over some game store such as squirting the water gun at the Water Hazard Targets, throwing baseballs at the bottles, hammering down on the plank to hit the bell, hammering the mole rats, throwing loop rings on the game cones, trying the bumper ride and so on. Sam and Ship followed and watched over their masters, though often playfully chasing each other around and also eating some food and drinks from the ground.

Max and Tetrax have set up the food store as they begin business and attract the attention, though no one seems to be bother about it. This annoyed and frustrated them a lot. Rook looked around of the amusement park as he began experienced and enjoyed playing the games while collecting the tickets. Kevin and Gwen entered the dog competition, where they cheered and supported Zed to win the competition through beauty trial, performance trial and race. They were also joined by Lara and Hector for supporting Zed.


By 1pm, Team Ben have returned and regrouped at the entertainment stage, where it was crowded by both parents and children, who are now dressing up at the alien heroes. They all chatted and discussed happily about the event. Eddie was making an announcement to the crowd about the event. Jimmy was busy taking pictures and video on the event, making sure he got all of them.

Ben sighed, "Here goes nothing."

Julie gave Ben a kiss on cheek, "Break the leg, Ben. Don't get nervous and scared."

"I'm sure kids will love you," Gwen commented. She turned and looked at the children dressing like aliens. She hummed, "Seeing the kids dressed like aliens often scared me than the real life."

"Yeah. I won't throw the ball hard to dunk you," Kevin teased amusingly.

"Ha-ha, Kev..." Ben said dryly.

Eddie is about to finish his speech, "And now, without further ado, give it up to our favorite superhero of Bellwood - Ben 10!"

Ben went on the stage, where he make a heroic action pose with readying to slam on his Omnitrix. The crowd went wild and happy.

"Hey, kids! Ready to rock this place?!" Ben asked happily, making the children cheered wildly. He called out, "Come on! Be Echo-Echo! Say it out loud!" As responded, the children especially Echo-Echo Cosplayers cheered out wildly and happily. He smiled, "Alright! It's hero time! Let's get the show on the road!"

"Alright. The first of the event is 'Dunk Ben 10'! Are you ready?" Eddie asked calmly.

The children cheered wildly and happily. Ben approached and climbed to the top of the water tank. He was standing on top of the plank while readying with his Omnitrix. As children came and proposed of the aliens they wanted to see and dunk, Ben turned into any aliens, allowing them did their best to hit the target and dunk has turned into almost all aliens. Though Ben didn't like it very much, he was happy that he's making children smile and enjoy the event.

Team Ben standby and watched the event. Both Gwen and Julie smiled happily to see Ben enjoyed the event. Kevin and Rook snickered to see him get dunk into water tank. Zed, Sam and Ship barked wildly and happily a lot. Max and Tetrax have arrived at the scene to see the event.

"Hey, grandpa. How's the food store going?" Gwen asked.

Max sighed, "Not bad, but not at the best. Some couple of people keep complaining and criticize my cook! They even told me off that there's something wrong with my taste. The nerve of them! I'll teach them a lesson for remarking about my cook."

"They're not wrong," Kevin remarked softly.

"Well, humans are not known to enjoy some strange and different food," Rook said calmly, "But I do enjoy it very much."

Tetrax nodded, "Me too. Nothing can beat that."

"Thanks, guys." Max said calmly and happily.

"Magister Tennyson, there is something I wish to ask," Rook said calmly. Max turned and looked at him. He asked, "Why do they call the town 'Bellwood' especially its celebration in the first place? I'm kinda curious."

"Well, here's the funny thing, Rook," Max laughed nervously. He then pointed at the large wooden sleigh bell. He explained, "In 1683, the town's founder and his best craftsmen crafted the largest wooden sleigh bell, surprising and amazing the world and even the Queen of England herself. And of course, it was hand-carved from solid walnut, it weighs over 3,000 pounds. Because of that, he has gained and owned his own land and town. Henceforth, it was called..."

"Bell. Wood." Rook said in surprise, "That's surprise..."

"You have no idea," Max joked a bit. He turned and looked at Ben got dunked into the water tank again. He laughed a bit, "Looks like Ben's having fun with it."

"I'd sure like to do it," Kevin said slyly.

Hector laughed amusingly, "Well, I can do worse, with lava tank."

Max groaned, "Don't even try, pal!"

"Make me, old timer," Hector snarled.

Lara sighed, "Unbelievable. I wish Devin's around to snap these two numbskulls out from the problem. This is embarrassing and annoying."

"Really? Dad was a mediator to Tennyson and uncle?" Kevin surprisingly asked his mother. She then gave shrugged a bit. He sighed, "Well, just hope that they didn't go too far with their stupid rivalry."

"You and me both, Kevin," Lara agreed in concern.

Ben got back on the plank as he readied himself to transform into another alien and get dunked into the water tank. He found an 11 years-old boy with red short hair worn blue T-shirt with white long sleeves, brown long pants and black snow hat named Dean came to the stage. He gave the order of six alien transformation, then he threw the ball to hit the target and dunk Ben 10 into water tank.

The latest alien Ben has turned into is Humungousaur. The kid hit the target, dunking him into water tank. Instead of a big splash, he was standing still on it.

Dean scoffed, "You're probably just some loser in a cheap costume."

"Uh, kid. You just saw him transform," Eddie said dryly, "There is no way he could have changed into Humungousaur costume. And not to mention, that kind of suit is very expensive."

"Yeah, right. Lame," Dean commented.

"Perhaps. I can make something interesting, Human Child." A familiar voice said calmly.

Dean scoffed, "Oh yeah? I would like to see you try and scare me."

"Not a problem. Look behind you, fool..."

Dean turned and found a gigantic greenish colored and armored Ultimate Humongousaur with spikes stood before him and the crowd. Team Ben were in shock as well. The Ultimate Humongousaur gave the loud roar, causing the crowd screamed and panicked in fear and shock. They all ran off at once. He then grabbed and held tight on Dean in his grip.

"We'll go help the crowd," Eddie said firmly.

Jimmy nodded, "I'll help too!"

"Mom. Get out of here." Kevin commanded. Lara nodded in understanding as she turned and ran off. He turned and looked at Hector, "Uncle?"

"Don't ask me to back off, kid. I'm not your Plumber Cadet. I'm the Big Boss of Ravagers!" Hector said amusingly as he touched on the ground, causing him turn into ground mode. He scoffed as he cracked his fists, "I hate running from the some giant mother% monster at my backdoor. I'm not gonna miss this one."

Kevin sighed, "Obviously..."

Eddie, Jimmy and Lara helped and led the crowd to safety, and also distanced themselves from the fight between Team Ben and Albedo.

"Albedo!" Humongousaur exclaimed in shock, "He's in Ultimate Mode?! How?!"

Ultimate Humongousaur snickered, "I have some friends in high places for helping me out. Not only I repair the Ultimatrix, I restore its true power. Now, I would like to do some beta test first."

Ultimate Humongousaur roared angrily as he threw Dean straight at Humongousaur. Vaxasaurian quickly jumped out from the water tank. He caught Dean in time. He put him down.

"Go! Get outta here!" Humongousaur commanded. Dean nodded fearfully as he ran off at once. Team Ben came and regroup with him. He snarled, "That was low of you for trying to hurt and kill a kid. If you think you can actually beat us with your Ultimate Modes, think again. You can't beat all of us by yourself!"

Ultimate Humongousaur chuckled sinisterly, "Didn't you pay attention, fools? I have friends in high places. Such as Vaxasaurian's Predator is standing behind you."

Team Ben turned to their back as they found Tyrannopede was curling around the stage's tower. It was snarling before giving a loud roar at them. Zed and Sam whined fearfully as they hid behind their masters, feared to face off against him.

"Tyrannopede?! What the hell?!" Humongausaur exclaimed in concern.

"Before you point fingers, Zed has nothing to do with this!" Kevin protested firmly.

"That means Khyber has new hunting dog to play with," Tetrax said in concern, "And not to mention, Albedo is working together with the huntsman and Psychobos."

"I thought I destroyed the Nemetrix!" Julie exclaimed in concern and shock.

"Oh, you did, fools. But Dr. Psychobos and I rebuilt and make new one. And this time, I add new installment to it." Ultimate Humongausaur said amusingly and calmly, "I hope you're ready to meet your doom, fools! Finish them!"

Tyrannopede roared wildly as he jumped and rammed Humongausur straight to the west. Julie and Ship bonded and merged into Armorstrike as she and Rook went and helped Ben to face off the alienated predator Kevin and Gwen activated their powers and turned into Metal Mode and Lucky Girl as they were about to help them but blocked and engaged by Ultimate Humongausaur. Hector and Max were about to go and help them but halted by Tetrax.

"They can handle it. But we need to find and stop Khyber," Tetrax said firmly, "Obviously, he's controlling his new pet. And I fear that Malware could be here as well."

Max gave some thoughts, "He's right. We need to find and shut that huntsman before he could cause more problems to Ben to handle."

Hector shrugged, "Works for me. I'm for a big fight. And I'm gonna win and get that huntsman's head. Gonna show the world that Ravagers are awesome and better than Plumbers!"

Max groaned, "This is not competition, Hector! It's work!"

Max, Hector and Tetrax headed off to find and hunt down Khyber, hoping to defeat and capture him before he could used and commanded his new alienated hound in attacking and finishing Ben off. They brought Sam and Zed along to help them find and defeat the huntsman.


Tyrannopede continued charging and ramming Humungousaur straight against the Ferris Wheel hard. The large tyrannosaurus-like predator then tried to take a big bite on the Vaxasaurian's head, but got caught and held for the moment. Humongousaur struggled to hold the Tyrannopede's large jaws as it's getting close on him.

Rook and Armorstrike have arrived in time as they fired and blasted their blasters at it from behind, annoying the predator a lot. This allowed Humongousaur to hit his Omnitrix Symbol, turning him into Cannonbolt. He bounced off from Tyrannopede's jaws and grip. He then bounced and slammed on the predator's head a lot. Rook and Armorstrike fired at his face.

"Oh yeah! How do you like that?!" Cannonbolt asked amusingly and playfully, "Got a predator for this guy now?!"

As Cannonbolt continued bouncing and slamming on Tyrannopede, the predator gave the loud roar as he transformed into a gigantic purplish colored armored spider-like alienated predator with giant claws and his tail has the cobra's head-like. The predator used his tail in biting and grabbing on Cannonbotl's rolling mode before slammed it to the ground hard, where it continued slamming and hammering his claws at him down hard.

"Ow! Ow! Ow! Ow! That hurt!" Cannonbolt exclaimed in pain.

"What the-?! New alien?!" Julie asked in shock and concern.

"Cannonbolt's Predator - Arachnaag! That creature is capable to grabbing his preys in his claws, and even can breakthrough and damages Ben's armor! And the worse, it can do is not just webbing, it can laid some traps and used its serpentine's head in poisoning and weakening him," Rook exclaimed in concern. He hissed, "There is no way Ben can survive that attack!"

"No kidding!" Cannonbolt exclaimed in concern as he struggled and hit his Omnitrix. He transformed into Echo Echo. He multiplied himself before unleashed powerful sonic wave at the predator, blowing it away from him. He laughed, "Ha! How do you like that, Cobrantulus?! Wanna try deflect sonic wave at us?!"

Unfortunately, Cobrantulus transformed into a giant blackish-yellowish skeletal bat-like alien with large mandibles, his skeletal body has a large speaker, two pairs of giant and small wings that has black circle markings. It shocked the group. Using his chest speaker-like, he bat-like predator alien unleashed powerful dreadful sonic wave, damaging Team Ben's eardrums. He also used his wings with large rounded marks blasted laser beams on them as well, weakening them.

"W-What just happen?!" Echo-Echo asked weakly yet painfully and dryly like he has a sore throat. he even felt his powers draining including his clones being disintegrating into ashes. He groaned, "I... don't... feel... so... good..."

Rook groaned in pain, "Ska... Skavil... Skavilnis Screech! Echo Echo's predator is using powerful and deadly sonic wave on us. And it's very painful to hear that dreadful screech! Not to mention, its beam is weakening and draining our strength and powers. As soon as we're drained out, that predator is gonna finish us with one swoop!"

Echo Echo groaned, "Aw man... Really hate that Dreadscreech! Got a better idea?"

"Hold on, Ben..." Armorstrike grunted in pain, struggling to transformed her hands into blasters. She then tried to lift her blasters, aiming at her targets. She groaned in pain, "Face the music, bitch!"

Armorstrike blasted her blaster at Dreadscreech's chest-like speaker, weakening him to fly around wobbly and weakly. Echo Echo hit his Omntrix as he transformed into Wildvine. He launched his hands-like tentacles in grabbing and bringing bat-like alien predator down hard. He then threw his seeds-like grenades at it, followed by Rook's firing his Proto-Tool's Pod Launcher and Armorstrike's Missile Launchers at it.

The creature was engulfed in dark smokes. Team Ben ceased their attacks as they have given everything at it.

Wildvine scoffed, "How do you like that?!" Dreadscreech screeched out wildly as he transformed into It revealed a giant monstrous dark purple plant-like creature with weeds-like tentacles and has sharped thorns around its body, which has the carnivorous plant's face and fangs with slimy acid, and also has four smaller heads. He groaned, "I really hate that device. Rook, hit me!"

"As you wish!" Rook said firmly as he gave Wildvine a slap. The latter was annoyed to glare at him. He yelped, "You did say 'hit you', unless..."

"He meant 'give him the knowledge about that monster'!" Armorstrike exclaimed in concern.

"Oh! That! My apology," Rook apologized, "That creature is Death Venomcid! Wildvine's predator! Like him, he can stretched his arms and attacks his opponents, and even launched the seed grenades. To capture his prey, he used his wings to launch and fired his stickiness to trap his foes. And if he gets away, he can use the cobra lily, giving out different kind of stench to lure his prey towards him."

"Great. Venustrapper... Just what I need!" Wildvine exclaimed in annoyance, "Khyber must be nearby to command and change his creature into any kind of predators! How else can he do it?!"

"Just hope our buddies shut him up!" Julie exclaimed in concern.

Rook contacted his allies, "If anyone can hear me, find and silenced Khyber! He's giving us a hard time to defeat his predator!"

Venustrapper screeched out loud as he used his wings and launched sticky goos at Team Ben, who barely evade and dodge the attacks. And at the same time, he also launched his vines in attacking and bringing them down. It even tried to take a bite on them, which almost lost their heads and limbs from the attack.


Kevin and Lucky Girl yelped in pain as they got thrown and slammed against the food stalls. They groaned in pain, struggling to get up. They're facing the Ultimate Echo Echo.

"Kinda busy here!" Kevin exclaimed in concern at his com link.

"Yeah. Albedo got lots of Ultimate Trick in his sleeves," Lucky Girl said in concern.

"Try you as you might..." Ultimate Echo Echo said coldly. Hitting his Omnitrix, he transformed into Ultimate Heatblast, a muscular and demonically Pyronite with two pairs of large and short horns, giant volcano-like shoulder pads, two gigantic hands-like cannons and giant demonically wings, and his flames is in bright orange colored. He chuckled sinisterly, "You don't stand a chance. Ben Tennyson failed to defeat me in my Ultimate State."

"I bet the differ," Lucky Girl disagreed as her hands glowed brightly, "Lielgabals Aqua Tswnam!"

Lucky Girl has summoned the large pipes from the ground, firing the water cannon-like at Ultimate Heatblast. He roared out loud, causing his body glowed brightly and berserk, unleashing laser beam-like powerful blazing beams of fire against the water. And at the same time, he marched towards her. As soon as he reached his target, he then go berserk and wild in attacking and killing her. She dodged and evaded the attack as quick as she can. Using her makeshift energy stairs-like, Gwen tried to climb up. Ultimate Heatblast roared as he used his volcano-like shoulder pads, firing molten fiery rocks at her. She dodge and blocked the attacks for few times until she got hit from the blasts.

And just before Ultimate Heatblast could finish her off, Kevin roared wildly as he rammed and slammed him straight at the water tank, wetting him off. Kevin began punching and attacking weakened Ultimate Heatblast. He grunted in pain as he hit his Omnitrix, transforming him into Ultimate Ghostfreak, blackish demonically and monstrous yet disfigured Ghostfreak-like with disfigured heads of happy, sad and angry, right giant claw, smaller left claw, spikes over his body, wielding the large flails. Using his angry mask, Ultimate Ghostfreak screeched out loud at Kevin, who yelped in shock and fear by the appearance. Ultimate Ghostfreak swung and slammed his flails at Kevin for three times before slammed him to the ground. Using tentacles to grab and held his prey tightly, he then gave the loud screech while his eyes swirling wildly at the Osmosian's eyes. Kevin screamed in fear and shock like he was having nightmares.

Lucky Girl, recovered from the attack, fired her powerful beam in knocking Ultimate Ghostfreak off. She continued firing and blasting the magical blasts at him. Weakened by the attack, Ultimate Ghostfreak hit his Omnitrix as he turned into Ultimate Chromastone, an armored colorful crystallized knight-like alien, who is levitating from the ground. She quickly fired and blasted her magical blasts at him. Instead of dodging and blocking, the blasts didn't hit and weaken him. Instead, Ultimate Chromastone used his different kind of crystallized powers in hitting and weakening her.

Kevin has recovered from the nightmare attack. Using two giant maces-like, he charged and attacked Ultimate Chromastone for ten times until he transformed into Ultimate Rath, wild and hairy berserk and demonic barbarian warrior with armored gauntlets, knee pads and loincloth. He roared angrily and wildly as he gone berserk and attacked Kevin crazily and wildly.

Lucky Girl used Stingu Invisibus, bringing out multiple rocks from the ground, thrown at Ultimate Rath. She approached and used healing spell on Kevin to full health and power. Both of them turned and facing off the reddish armored Ultimate XlR8, with large wheels on his legs and his hands are armored and sharper claws-like, and even in electrical powering him.

Ultimate XLR8 chuckled, "This is gonna be fun..."

Unleashing his electrical powers and high speed ability; Ultimate XlR8 screamed out wild as he charged and attacked Lucky Girl and Kevin relentlessly and wildly for few times. He also turned into Ultimate Swampfire, Ultimate Spidermonkey, Ultimate Big Chill and Ultimate Humungousaur to attack them both. They both struggled of withstanding the attack. Nevertheless, they have to be strong to defeat him.


Arriving on the eastern part of amusement park; Max, Tetrax and Hector were searching and looking for Khyber, with the help of Zed and Sam sniffing and searching. Both of them growled and snarled angrily as they ran off at once. Three of them followed the dogs at once.

Upon arriving to their targets, Zed and Sam have located Khyber, who is hiding behind the baseball game stall for watching his new alienated hound turning into Kuwaga, Crabdozer and Slamworm engaging and attacking Team Ben. They both jumped and attacked Khyber from behind, making him yelp in pain and anger. After a brief struggle, the huntsman caught and thrown two dogs to the ground. Max, Tetrax and Hector have arrived at the scene.

"So, my old friend is alive and a traitor..." Khyber commented dryly. He turned and glared at Max and his team. He snarled, "What have you done to him?!"

"I didn't do anything. In fact, unlike you, Kevin takes good care of Zed, and even treat her well," Max said firmly, "That's what owner should do to treat the pet as equal and friend."

Khyber looked surprise about Zed's gender. Hector laughed, "Wow! You really don't know much of your own hound! Some huntsman you turned out to be."

"He's not really hunter, guys. He's a joke," Tetrax taunted.

"Do not mock me. I am the greatest hunter in the galaxy," Khyber said dryly and darkly as he readied with his knife, "Believe me. I do not take this insult lightly."

"Do us a favor. Just shut your damn whistle now!" Hector said dryly.

Khyber smirked, "Whoever said that I'm whistling? All I did is watch my hound's attacking and finishing his preys."

"Quit lying!" Tetrax snapped in anger.

"Take him down!" Max commanded.

Max, Tetrax and Hector gave the loud battle cry as they charged and engaged Khyber, who is retaliating and fighting back against them swiftly and brutally. Tetrax, armed with his crystallized shards, swinging them at Khyber, who blocked and deflected the attack for five times. As soon as the Petrosapien Magister thrust his shard at his former friend's head, the huntsman dodged and tripped him down. Max blasted his Plumber Blaster at Khyber, who dodge and evade the attacks before dashed and gave the uppercut on his chin. Hector roared wildly as he charged and slammed him down. Both of them were punching and rolling around crazily and wildly.

Khyber managed to recover from the attack as he kicked Hector off. And just before he could finish him off, Zed and Sam jumped and attacked him at once. Tetrax, Max and Hector recovered from the attack. They turned and engaged the enemy.


Rook and Armorstrike yelled in fear and ran off in fear. XLR8 screamed in fear as he too was running. A large Dilophosaurus-like creature with sharp spikes, large spiral spikes-like on his back, twin frills on both sides, his short claws have the large feathered wings-like make a screech noise as it was chasing and hunting down on them. It even spotted some acid slime on them, but hit amd melting the floor and stores.

"This is so uncool! We just escaped Kuawaga, Slamworm and Crabdozer! And now we have spitting dinosaur!" XLR8 exclaimed in fear, "One thing I don't want is that thing spit on on my face! I get acid burnt!"

"It's worse than that!" Rook exclaimed in concern. He yelped as he and his team halted at once. Dilophosaurus-like predator ran very fast and passed them by to the front. He quivered in fear, "He's too fast and cunning too!"

"Any idea now?" Julie asked in concern.

"Turn into something fast and swift," Rook suggested.

XLR8 hit his Omnitrix as he turned into Jetray. And just before Dilophosaurus-like predator could do anything, Jetray flew off at once while blasting and firing his greenish laser beams on the creature from all sides, injuring and wounding him a lot.

"How do you like it now, Speedysaurus?!" Jetray asked amusingly. Speedysaurus make some squeaky noise as he charged and ran towards the walls. He jumped off and fired the acid spits at him. He yelped as he dodged the attack. Jetray sighed, "That was close. Wouldn't want that acid burnt my eyes?!"

Speedysaurus transformed into a gigantic dark bluish-lavender monstrous manta ray-like predator with large electrical antennae, a large mandibles, his wings are made of blades and his tail is long elastic spear-like. The manta ray-like predator make some screech noise.

"Damn it! Can someone shut Khyber up?!" Jetray exclaimed in concern.

Through the Omnitrix Symbol, Max's voice called out, "Ben! Khyber's not whistling! We're still fighting and holding him at bay. That creature must have somehow transformed into any predator willingly, based on what alien you're using!"

"That's impossible. The alien dog shouldn't able to turn willingly, unless..." Jetray gasped in shock and concern, "The regulator! That Psychobos stole and insert mine into his new Nemetrix! Not cool!" He yelped when he found Manta Ray-like predator chased after him. He screamed, "Really not cool!"

Manta Ray-like predator gave the loud screech as he unleashed electrical shocks at Jetray, who got blasted and shocked by the attacks. He managed to recover and flew to escape it. The creature gave chase after him while blasting and shooting electrical blasts and even his spear tail-like in jabbing its poison stings at him. Both Rook and Armorstrike tried shooting down on the

"Guys, I need backup! Evil Manta Shock chasing me!" Jetray exclaimed in fear.

"We're trying!" Rook exclaimed in concern while blasting his Proto-Tool's Blaster at Manta Shock, "That creature's body is made of electrical, and feeding off the powers too!"

"Any suggestion?" Armorstrike asked in concern.

"One. Throw me!" Rook suggested, surprising Armorstrike. He sighed, "I need assistance to throw me at that creature, so I can use Stone Cutter on him. And I'm still learning Earth's expression."

Armorstrike whistled, "Got it!"

Armorstrike transformed into Super Armorstrike as she grabbed and thrown him straight at Manta Shock. Rook armed and launched his Stone Cutter at Manta Shock's chest, followed by slamming his Thunderstruck Kick on the creature's top part to the ground hard. Jetray transformed into Big Chill, unleashing ice beam in freezing Manta Ray to the ground.

"Got him now!" Big Chill exclaimed in relief. Suddenly, a creature phased out from the frozen prison. It revealed itself to be a large purplish-grey colored insectoid moth-like creature that has sharp fangs, four legs, two sharp teeth, a dual-stinger on her tail, two antennae on her head, and four wings. He groaned, "Why does Karma hate me?!"

The moth-like predator sprayed the red mist before rapidly flapping its wings, creating the red colored patterns of concentric and overlapping circles at them.

Rook gasped as he covered his eyes with hands, "Close your eyes now! Psycholeopterran is hypnotizing its prey by using its illusion of great desire. Once you got hypnotized, you won't get to escape it and fall into its jaws!"

Luckily, Armorstrike's visor shielded her eyes after transformed back from her Super Mode. She then found Big Chill is flying and moving towards the creature. She gasped in shock as she realized that Ben has fallen for its illusion.

"Ben! No!" Armorstrike shouted in concern, "You have to wake up! Don't let Hypnotick trick you! None of them is real!"

Unfortunately, Big Chill is beyond listening to Armorstrike's plea as he's living in Hypnotick's hypnotize and illusion while flying towards its predator.


Illusion:

Ben found himself at the press conference. He is now facing at the thousands of crowds including aliens, Plumbers, heroes and allies he has known of and even his own team were there. They were all cheering wildly and happily, and even chanting his name. He's not only nervous and awkward, but also proud and happy about it.

"Thank you! Thank you! Thanks for cheering!" Ben exclaimed happily, couldn't help but feel proud to see everyone appreciate and cheered for him to be their hero. All of his friends and families are here. He then noticed a familiar deceased friend is alive and standing before him. He gasped, "T-Technorg?!"

"Remember, Ben," Technorg said firmly and calmly, "Remember of why you became a hero. Remember of what you have done for all and even me, my old friend..."

Shocked and surprised by Technorg's appearance and riddle, Ben gave a shock looks, "N-No. This isn't real. It's illusion set by Hypnotick..." He sighed and breathed slowly and calmly, "Remember why I did it. Remember what I've done before..."

Illusion Ended.


And just before Hypnotick could take a bite, Big Chill grunted in pain as he held on his head while covering his wings on his face, struggling and resisting the temptation.

"I maybe want to be famous. But that isn't the real reason why I became the hero," Big Chill struggled and grunted, "I became the hero because I want to help and protect the people and aliens. They can talk bad and good about me if they want. But no matter what happens, I won't give up. And also heroes always do the right thing to do. The right one I want is - keep on fighting and saving the world. So, get your ugly mug off my face, bug-freak!"

Big Chill hit his Omnitrix as he transformed into Four Arms. He charged and slammed his punches at Hypnotick. He gave the loud battle cry.

"He did it!" Rook exclaimed in surprise, "He overcome Hypnotick's temptation!"

Armorstrike sighed, "Thank goodness. I thought we've lost him."

Four Arms approached as he was about to finish Hypnotick. The moth-like predator transformed into a bulky olive green creature-like with a distinctive row of spines reaching from their heads to the bases of their necks, has a single large spike on the top of the head, an even larger dorsal fin on its back, has wide gills along the bottoms of its necks, as well as narrow red eyes. It roared out loud.

"Are you kidding me?! Four Arms' Predator?!" Armorstrike asked in annoyance.

Rook hissed, "It is. It's very strong and deadlier predator for Ben to handle. It can even rip its prey apart. And also, it can travel on sand to ambush its preys. Good thing we're not on desert or beach!"

"Great. My natural predator..." Four Arms complained, "Bring it on. Give your best shot, Sand Ripper! You don't have sand to hide and attack me!"

And just before Sand Ripper could jump and attack him, a large Scorpodrake appeared and rammed him off. It shocked Team Ben.

"What the heck?!" Four Arms asked in surprise, "Where did that Scorpodrake come from?! Why save me?!"

"I have no idea," Rook admitted in concern. Scorpodrake turned and looked at him and his team. He yelped, "I think he's hungry!"

"What are you doing?!" The mysterious teenager shouted as he climbed down from Scorpodrake's back, "Get a move on, pal!"

"Okay! Who are you?! Is that the Nemetrix your pet's using? How the heck did you get it?" Four Arms demanded.

"No time, Tennyson! You've gotta move and get back to your truck now!" The mysterious teenager exclaimed in shock.

"My truck? Why?" Rook asked in confusion.

Four Arms gasped in shock as he transformed back to Ben. He snarled, "It's the diversion! They're distracting us on purpose! They're after something from your truck."

"What?!" Rook asked in shock.

"Damn it!" Armrostrike said in concern.

Sand Ripper grunted in pain, recovering from the attack. The mysterious teenager turned and faced at the Four Arms' Predator. He took out the compass-like device. He twisted the dial before slammed on it, turning Scorpodrake into Kuwaga. Both of them charged and started the brawl at once.

"Go now! I'll hold the huntsman's pet off!" The mysterious teenager shouted firmly.

"Why are you helping us?" Ben asked suspiciously.

"Because I want that huntsman. He knows what I'm looking for." Mysterious teenager said firmly, "Get going. I'll take care of his pet!"

Team Ben nodded firmly. They turned and headed off to Rook's Proto-Truk while the mysterious teenager commanded and lead his Kuwaga to fight off Sand Ripper. And at the same time, Rook contacted his allies.

"This is Rook Blonko! We've got the situation!" Rook exclaimed in concern through his headset's microphone, "The fighting is the distraction! Their real target is my truck! Head there now before it's too late!"


Lucky Girl unleashed powerful Mercuta Verditis at Ultimate Echo Echo, damaging and wounding him a lot. Kevin charged before jumped and slammed his maces on him to the ground. They received the reports as they couldn't believe in their ears of what they just heard. They turned and found Ultimate Echo Echo disappeared. They even sinister laughter.

"Yes... This is merely distraction." Albedo's voice said darkly and amusingly, "We have what we need now..."

Lucky Girl and Kevin hissed in concern. They quickly headed off to the truck at once.


Khyber groaned in anger as he thrown Sam at Max to the ground. He then punched at Zed's guts. He charged and slammed both Hector and Tetrax to the ground. Max and his team received the reports from Rook. They were in shock and surprise.

"Him again. I should have know it was him stolen the first prototype," Khyber snarled angrily, "No matter. It's over now..."

Khyber ran off at once. Tetrax grunted as he tried to give chase, but halted by Max. The old man continued, "We've got bigger fish to fry with."

Tetrax groaned, "Alright. Move it."

Max and his team quickly moved out at once. They're heading straight towards the Proto-Truk at once, hoping everything's alright.


As soon as Team Ben arrived at the car park, Rook approached and checked on his Proto-Truk. And just before he could open it, something rammed and opened the door, knocking Rook to the ground. Ben and Armorstrike readied themselves for the fight. The creature revealed itself before them.

Ben gasped in shock and disbelief, "No... It can't be..."

"Ben, what's wrong?" Armorstrike asked in concern.

"Malware..." Ben said in fear, "You're alive..."

"It's been a while, Tennyson. I see you're still a scared little boy. You haven't change." Malware scoffed. He turned and looked at Armorstrike. He chuckled amusingly, "Ah... Her... So, you decide to let her join your crew. How touching..."

And just before Armorstrike could do anything, Ben held and moved her back. And at the same time, he was quivering and shivering in fear while glaring fearfully and angrily at Malware.

"S-Stay away from her! I won't let you harm her!" Ben snapped in anger, "I will protect her if I have to give up my life."

Armorstrike was in shock and concern to say, "Ben?"

"Like how you protected your Detrovite friend?" Malware chuckled amusingly and darkly, "How pathetic. Do not persuade me. You do not want to repeat the mistake again like how you harm her..."

Traumatized by the word, Ben quivered and shivered in fear and shock, reminded by the event that he almost hurt and kill Julie when he was 12. Malware looked up and found the rest of his teammates have arrived and entered the scene. They were in shock and concern of what they just saw. The crimson Mechamorph turned and ran off at once.

Rook grunted as he slowly get up, "Damn that hurt. Who was that?"

"Is that Malware?!" Kevin asked in shock.

Gwen was in shock and worried to ask, "How is he-?!"

"I don't know. But we're going to finish him once and for all. Rook, check inside. Malware must have took something. Gwen, Kevin, Grandpa, Hector, Tetrax, Zed, we're going in." Ben said firmly. He turned and looked at Armorstrike, "Julie, stay here."

"What? Why?" Armorstrike asked in shock and confusion.

"I don't want you get hurt especially from that monster."

"Ben, you don't have to worry about me. I can handle it. Whatever Malware can do, I'm not afraid-!"

"Well, you should be!" Ben snapped at Armorstrike, who got shocked and surprised by his temper. He continued seriously, "Stay put and protect Rook! You are not allowed to follow and assist me to deal with Malware! That is an order! Do you understand?!"

Armorstrike was shocked by Ben's temper as she hasn't seen him like that since Captain Nemesis and Ultimate Kevin incidents. Ben and his team headed off at once as they're chasing after Malware.

"Ben. You don't have to hard on her." Max said calmly, "And you know it's not your fault."

Ben sighed while showing regret looks, "I know. I don't want to see her get hurt. Never again..."


Escaping the pier, Malware was running straight into Bellwood Downtown, blasting and shooting down on both vehicles and town blocks, and even scaring the citizens. He continued running as fast as he can. Suddenly, the flames hit on the ground, shocking the crimson Mechamorph.

"You're quite a stubborn monkey," Malware snarled dryly. He turned and looked back. He found Ben in Swampfire, readying with his blazing fire. Team Ben have arrived as well. He scoffed, "And I have warned you not to follow me."

Swampfire snarled, "I don't care. I'm gonna to do what I should have done. Burning you to hell!"

Malware scoffed, "Try me, monkey."

Swampfire screamed in anger as he charged and launched some punches at Malware, who swiftly and quickly dodged the attacks. Max gestured his team to form perimeter, preventing the crimson Mechamorph making an escape. Max, Hector and Tetrax armed and aimed their blasters. Lucky Girl and Kevin readied with their Mercuta Verditis and armored mace.

"No matter what happen, do not let that monster get away!" Max ordered firmly.

Hector groaned, "You know I'm not the Plumber."

"Just do it, will ya?!" Max snapped in annoyance, "You know what that monster's capable of."

"Fine," Hector groaned as he combined both silver and red metallic forms, and also armed with sword and mace. He muttered, "I'm gonna kill this son of a bitch for stealing my Tachyon Canyon from last year! That was supposed to be the biggest buck to sell!"

"He what-?!" Kevin asked in shock, "Why didn't you tell us about this?! We could have stopped him and his Nemetrix in time!"

"And you think care about the Plumbers?" Hector asked in annoyance.

Kevin groaned, "Uncle, I am so pissed with you for the big mess!"

Malware fired his Tachyon Cannon at Swampfire, who dodged down from the blasts for ten times. He roared in anger as he launched a punch at him by face before swung multiple punches on chest. Malware roared in anger as he grabbed and slammed Swampfire to the ground. He thrown him at Lucky Girl, who levitated and thrown him at the crimson Mechamorph. Kevin, Hector and Tetrax did the same thing by throwing and launching him to strike a punch at him. Malware quickly grabbed and held him to the ground. And just before Malware could fire his Tachyon Cannon, Swampfire then unleashed powerful flamethrower, burning him alive.

"It's over, freak! This is for Technorg!" Swampfire screamed in anger.

"BEN!" Armorstrike called out.

Team Ben yelped in shock and concern. They turned to their back, where they found Armorstrike is coming towards them.

"Whats she doing here?!" Kevin asked in concern.

"Julie, no!" Swampfire cried in fear and concern, "Get out of here now!"

Armorstrike hissed, "No, I'm not! I'm going to help you!"

Malware smirked siniesterly as he quickly formed into liquid form. He charged straight at Armorstrike. Lucky Girl noticed his movement towards her.

"Julie, look out!" Lucky Girl shouted in concern.

And just before Armorstrike could do anything, Malware moved behind of her as he emerged from the ground while forming into solid form. He then grabbed and held her on his right claw. And at the same time, his black ooze with red crack-like lines began spreading across and engulfing her body, causing electrical static on her. She screamed in pain while struggling to escape his grip.

"Julie, No!" Swampfire shouted in fear.

"Well, well, what do we have here? I wonder who is inside this living Mechamorph Armor?" Malware asked amusingly.

Malware has his left claw to pierce through Armorstrike's armor. He began slowly pulling and tearing Julie out of the Mechamorph Armor, causing both her and Ship to scream in pain. Both of them got split. Team Ben were alerted and worried by the situation. They have to find a way to get her out from him.

"My, my, it's a little girl and the Mechamorph Pup. It seems that you both share an interesting symbiotic relationship." Malware said amusingly. He dropped Julie to the ground. He then looked at weakened Ship. He continued, with a sinister smile "Not anymore!"

Malware tightened his grip on Ship, electrifying and shocking him. It began draining and weakening him into a petrified-stone-like appearance, much to everyone's including Julie.

Julie screamed, "Nooooooooooooo!"

Malware dropped the petrified state of Ship to the ground before Julie. She grabbed and held the Mechamorph Pup while crying tearfully with sorrow.

Swampfire screamed in anger as he was engulfed in blazing flames. He charged straight at Malware, who remained calm and still. The red Mechamorph armed and aimed his blaster at fearful Julie, causing Swampfire to stand still. Everyone yelped in shock and concern, though vigilant and armed with their weapons and powers.

"Your choice, hero. Me? Or her?" Malware asked sinisterly and darkly.

Swampfire hissed in anger as he has hated Malware and also wanted to kill him. Instead, his flames went off to cool himself off. The last thing he wants is to hurt and lose Julie again. He and his friends stand down at once.

"Good... Good... Unfortunately, there's been a change of plans," Malware said calmly. He turned and interestingly glared at despaired Julie. He smirked, "I intend to take her with me. Her symbiotic relationship with Mechamorph Pup intrigued me. I intend to learn more about this. It is impossible that human and Mechamorph would be able to bond and merged into a warrior, unless one of them is not the biological creature. I must know about this."

And just before Malware could grab her, someone slide through to grab and push Julie from him. It revealed Rook himself to hold her tight on him. And at the same time, the mysterious teenager and a gigantic Merchamorph leech-like creature with purple lines emerged from the ground. It then make some screech noise before swung and slammed its tail at Malware to the side. The leech creature screeched as it unleashed powerful purplish energy beam at him, wounding and injuring him further. Team Ben joined in and began fired their blasters and powers at him.

Malware grunted in anger as he dodged and evaded the attacks, with the help of his Tachyon Cannon. Spotted the petrol station behind them, he fired at one of petrol tank, causing it exploded and knocked down both Team Ben and Mechamorph Leech-like creature. Malware headed off at once and make the escape at once.

After the brief skirmish with Malware, Team Ben is taking a breathe from the fight. However, the damage is done. Julie cried tearfully and hurtfully as she was holding and hugging the petrified form of Ship. Swampfire transformed back into Ben. He shown guilty and regret looks as he lowered down to give a comfort and warm hug around his girlfriend. Team Ben sighed in defeat while looking down as they too feel guilty for unable to stop Malware in time.


Team Ben returned to the Bellwood Pier for rest and recovery from the surprise attack. They're now at the car park, where Rook still parked his damaged Proto-Truk. Ben managed to call and brought Azmuth to their location, so he can helped restore Ship back to life.

Azmuth was checking and re-calibrating his device, making sure it's functional to restore Ship back to life. Ben was hugging and comforting scared Julie. Max and Gwen were there, making sure that they're both alright. Tetrax and Rook were checking on the Proto-Truk. Lara approached and gave Kevin a warm hug as she was glad that he was alive and alright. Sam and Zed sat down quietly while looking at the scene. Hector was smoking calmly and happily. The mysterious teenager was leaning against Leo the Panuncian's back for resting and waiting. Eddie and Jimmy have arrived at the car park. They brought some food and drinks for Team Ben to take a bite and drink.

"That was one very intense battle I ever seen since dealing with evil alien plant," Jimmy commented in concern. He smiled proudly while showing off his camera, "Good thing I've taken many pictures. Everyone will definitely love it!"

Eddie sighed in annoyance, "Not the time, Jones. Brought you a lunch. Hope everyone's okay."

"Thank you, Eddie," Max thanked Eddie. He turned and looked at Tetrax and Rook, "How's the Proto-Truk? What did Malware take?"

"Difficult to determine." Rook admitted in concern before glanced at the damaged computer and its keyboard, "He did not take any weapons or equipment. But a section of the main memory core was destroyed, along with some of the auxiliary power systems."

"You're lucky he didn't turn your whole truck into dust." Max said in concern and suspiciously, "But this is very unusual. Whenever there's any technology lying around, he would just take and merged them into him. What could he be up to?"

Tetrax sighed, "I don't know. But it's not over..."

"Agree..." Max said in concern. He turned and looked at Ben, who is holding Julie close to him. He asked, "How is she?"

"She's fine. Just traumatized," Ben said in shame.

Gwen used her Healing Spell on Julie's wounds, "And her wounds aren't serious. Just scratch."

"I'm so sorry," Julie apologized in guilty. Ben turned and looked at her in shock. She cried tearfully, "I disobey the order, and went after you. When I saw you looked scared and angry, I was worried and scared that you might do something stupid or getting killed. I-I couldn't..."

"It's not your fault, Julie. You did what you think it's right. Helping and protecting your teammates." Ben said calmly, "I'm sorry for yelling at you. I didn't want to risk your life to save me and beat him. I couldn't bear to lose you."

"I understand, Ben. But who was he? Why is he different?"

"He's a corrupted and psychopathic Mechamorph monster. It's something that you must never want to fight and deal with him especially letting Ship go near to him. I thought I've defeated and killed him for good."

"But how is he able to come back alive?" Gwen asked in concern.

"I don't know..." Ben admitted in concern. He then clenched his fists, "I bet Psychobos is responsible for his comeback. No doubt that Malware's back for revenge."

"I agreed. He's still want my death for 'betraying and failing' him. I have to return to Galvan Prime for making preparation. I fear that he'll destroy my home again." Azmuth said in concern and feared as he's armed and readied his device. He fired it at petrified Ship, restoring his life. He sighed, "There you go. Ship's back to life."

Ship barked happily as he jumped and nuzzled Julie. She then hugged and held tight on her Mechamorph Pup. She cried tearfully.

"Thank goodness, you're alright, Ship. I'll never let anything happen to you again." Julie said tearfully and hurtfully while holding tight on Ship. She tearfully thanked Azmuth, "Thank you, Azmuth."

"I'm glad to help, Young Yamamoto," Azmuth said calmly. He turned and looked at Ben, "You have to tell her about the true past. The longer you wait, the regret and guilt you're going to have. Don't make the same mistake as mine."

Gwen nodded, "He's right, Ben. Please do it soon. Julie has to know why you did it."

Ben sighed, "I know. I will tell her soon. Just give me time. I... I don't wanna rush and scared her."

"Do it soon," Azmuth said firmly. He turned and looked at the mysterious teenager, "And you are?"

"The name's John Regginald. This Panuncian named Leo." John introduced himself and his pet casually. While petting his pet calmly, he also then shown his compass and Leo's Nemetrix Collar. He smiled, "And you were wondering about how I get the Nemetrix from Khyber?"

"Yeah. Wanna tell us?" Kevin asked suspiciously.

John smiled, "Happens two months ago. When his ship crushed down, Leo and I went to checkout and salvage what we're looking for. We get the damaged Nemetrix for our own. We repaired and made it our own - the Wildtrix."

"Wildtrix? Sounds original..." Gwen remarked sarcastically, "And do we know that you're not working for Malware."

"Sounds suspicious..." Rook agreed in concern.

"Relax. I don't work for those psychopaths. I don't even know about this crazy Malware or his stupid scientists. But I do know Khyber. He's the one I wanted." John said dryly and darkly, "He's the one, who's gonna pay for what he has done to Leo and his family. I also after someone he worked for. I had hope that you can help me."

Azmuth hummed suspiciously, "I'm not interested in your revenge. But I do require your assistance to defend my home. No doubt that Malware and his forces would come to our place soon."

"No problem. Think I could get the Omnivoracious?" John asked playfully.

"No," Azmuth answered dryly, which annoyed and disappointed John.

"Hey," Dean's voice called. Ben and his team turned and found him approaching them. He shown regret and upset looks. He was accompanied by his father. He continued. "I was being kind of a jerk to you before, but you saved my life from the evil Humongausaur. I, um, I just want to say, you know, thanks and stuff."

Ben smiled calmly, "Don't mention it. It's what I do."

Dean passed a chocolate and strawberry cupcakes to Ben and Julie, "Thought you guys need them. Hope you'll be okay, Armorstrike."

Touched by Dean's generous, Julie gently took the cupcake for herself to eat, "Thanks, kid."

Ben nodded while getting his, "She'll be fine. Thanks."

Dean smiled in relief. He and his father turned and headed off at once. Though Team Ben is unable to stop and defeat Malware in time, nevertheless, they have saved and protected Bellwood Pier and the people. That's the important to do.

"What should we do now?" Ben asked Azmuth.

Azmuth sighed, "All we can do is be prepare and ready for his invasion. I have no doubt that Malware will unleash his fury and destruction on me, my world, and anyone for getting in his way for achieving his ambition..."

END...

Review and Suggest...

Main Cast:
Johnny Yong Bosh: Ben Tennyson, Albedo
Kelly Hu: Julie Yamamoto/Armorstrike, Ship
Bumper Robinson: Rook Blonko
Dave Fennoy: Tetrax Shard
Ashley Johnson: Gwen Tennyson/Lucky Girl
Greg Cipes: Kevin Levin
Paul Eiding: Max Tennyson, Zed, Ultimate Spidermonkey
David Kaye: Khyber

Minor Casts:
Vin Diesel: Hector Levin
Pamela Adlon: Lara Levin
Scott Menville: Jimmy Jones
Vic Mignogna: John Regginald
Sam Riegel: Eddie GrandSmith
Kirk Thornton: Malware
Dee Bradley Baker: Dean, Sam, Echo Echo/Ultimate Echo Echo, Big Chill/Ultimate Big Chill, Ultimate Chromastone, Jetray, Swampfire/Ultimate Swampfire
Jim Ward: XLR8/Ultimate XLR8, Wildvine
Fred Tatesciore: Leo, Humungausaur/Ultimate Humungausaur, Cannonbolt
Steve Blum: Ultimate Heatblast, Ultimate Ghostfreak
Richard McGonagle: Four Arms

Cameo:
Travis Willingham: Technorg
René Auberjonois: Azmuth

Author's Notes:
Behold. The mysterious OC named John Reginnald and his Panuncian named Leo belongs to Gemking.