Plumber Base

Ben had made it to the command center of the plumber base, there he learned that Elena had somehow had infiltrated the plumber systems and put her info in the system. She also snuck into a cell that was on the list that Ben was given. Neither Ben or any of the plumbers knew the reasoning behind Elena doing all of this. Ben was worried about her, he didn't know what she was going to go.

"Elena is wrecking all of our systems" Max said to Ben

"What are we going to do, how are we going to get her out?" Ben asked

"I don't know but we need to hurry" Max answered

"Magister Tennyson, miss Validus has been spotted causing mayhem downtown" Rook said

"I'm going to stop her and bring her in" Ben said

"Ben she is too dangerous to face alone, you need some help before you go" Max said

"Rook you gonna come with me?" Ben asked Rook

"I will go with you and stop miss Validus" Rook answered

"I'm going to go with you" a voice said

Ben and Rook turned around and saw Swift in a plumber suit walking towards them

"Are you ready for this mission, agent Swift?" Max asked Swift

"Yes magister Tennyson, I am ready for this mission" Swift answered giving Max a salute

Swift looked over at Ben who smiled at her

"Okay you three, you need to get going" Max told Ben and the other two

Ben, Rook and Swift gathered there gear and got into prototruck and drove off to where Elena was seen

Time Skip

Downtown Bellwood

Elena as the nanochip queen was destroying everything around her, cars, buildings, anything that got in her way. She knew that it would be awhile before the plumbers would be able to send some agents to stop her. Her nanochips were messing with their systems, stopping them from doing anything. As she made a crater around her, Rook drove up in his prototruck. Elena knew that Ben would come after her no matter what and he would bring some friends to help him.

"Elena Validus, by order of the plumbers, stop what you are doing and surrender" Rook told Elena as he got out of the truck with his prototool

"Rook, I don't think she's going to give up that easily" Ben said to Rook

"From the looks of things she wants a fight" Swift said

"Have you come here to apologize to me Ben and except my love?" Elena asked

"Elena, I'm sorry for not being there to save you and I do care for you, I care for you enough to want to help you" Ben answered

"If you cared, why did you bring her HERE!!!?" Elena asked yelling the last part as her nanochips tore apart the ground as they rushed at Ben and the others

"watch out" Ben said jumping out of the way

Rook rolled to the side as Swift took to the air, avoiding the attack. The nanochips ended up hitting Rook's truck and destroying it.

"My truck!!!" Rook said in disbelief as he fell to his knees

"Rook, focus" Ben said

Rook wiped his face and stood up readying his prototool putting it into blaster mode. Swift landed down next to Ben who was readying the omnitrix.

"How are we going to handle this situation?" Swift asked Ben

"I don't know to be honest, I don't want to hurt her but I don't want any of us getting hurt" Ben answered

"That's a start" Rook said

"We'll hold her off and ware her down so she can't hurt anyone, I'll try and disable the nanochips" Ben said

"Okay, let's do this" Swift said

"If you think you three are going to defeat me then your wrong, DEAD WRONG!!!" Elena said in a psycho like tone

Ben readied the omnitrix and selected an alien to transform into. In a flash of green light Ben transformed into a black blob like alien that had green circuitry lines running all over his body. This was Ben's Galvanic Mechamorph transformation he called Upgrade.

"Emily, use your neuroshock beams to distract her, Rook, you flank her and avoid her nanochips" Ben said to Swift and Rook

"Ben, what will you do?" Swift asked

"Yes Ben, what will you be doing?" Rook asked Ben

"I'm going to try and shut her down" Ben answered

With that the three enacted their plan to stop Elena, Swift took to the sky and blasted Elena with her neuroshock beams. She also avoid Elena's attacks as she threw objects made of nanochips at her. Rook rapidly fired electro blasts from his prototool while dodging thrown cars and other objects.

"You will never stop me, not now not ever" Elena said as she created a wave of nanochips at them

Ben merged with the remains of the prototruck and began to fire all of its weapons at Elena. Elena would regenerate from all the damage that they did to her.

"Nothing we do seems to work" Rook said as he rolled out of the way from a large piece of sidewalk

"Ben what do we do now?" Swift asked

"I need to get close to her so I can merge with the nanochips in her body" Ben answered as he unmerged with the destroyed prototruck

"I'll create an opening for you" Swift said

"I will help you" Rook said

The two charged towards Elena, Swift flew down and fired her beams at Elena who blocked. Rook took that opportunity and fired a grenade at Elena. The grenade entered Elena's body as Rook fired another one at her. Eventually the grenades exploded and tore apart Elena's nanochip body.

"No, I will not be stopped so easily" Elena said as her body slowly pulled itself back together

"Ben hurry and do your thing" Swift said to Ben

"You won't be able to have another opportunity such as this again" Rook said

"Alright, here goes nothing" Ben said

Ben jumped into the air and turned into a blob as he landed down on Elena. As Ben merged with Elena, she began to struggle and tried to rip Ben off of her.

"Hold her down Rook" Swift said as she grabbed one of Elena's arms

"I am on it" Rook said as he went over and quickly grabbed Elena's other arm

"You can't do this, no, no, NO!!!" Elena yelled before Ben fully merged with her body

"Come on Elena, I am here to save you" Ben said to her

Elena's Mind

Ben has successful merged with Elena and was now inside of her mind, Ben floated around and looked at the darkness

"Now what?" Ben asked himself

Suddenly the darkness faded away and Ben was transported to a new location. There Ben saw what looked like a young Elena as a child. He then saw Elena's father as he played with the young Elena.

"This must be one of her memories" Ben said

The scene then quickly changed to one of Elena at school waiting for her father to pick her up. It didn't take long for the scene to continue and get later and later. This must have been one Elena's more sad memories of her and her father. More and more memories played out like this, there were good ones with Elena and her father and not so good ones. Eventually Ben got to the memories that Elena had of Ben and her together.

"Man, I look so ridiculous" Ben said looking at himself when he was younger and hanging out with Elena

Ben that got to the memory when he, Gwen and Kevin saved Elena's father and the world from the nanochips. From there the memory moved towards Elena's father's death and how saddened she was.

"I should have been there for her" Ben said to himself as he looked down

The scene then changed to the one of Elena's first memory of her working on the nanochips along with the queen nanochip

"This must have been when she first merged with the nanochips" Ben said

Just then the scene ended and everything went to black. Ben looked around confused, he had thought that he was going to see more memories.

"You aren't supposed to be here, no one except for us is to be here " a deep voice told Ben

"Elena, please stop this, I'm here to help you" Ben said

"I don't think you got the message, Elena isn't here, there is only us " the voice said

Suddenly, a large grey arm came out of nowhere and slammed Ben to the ground. It was then that the darkness vanished and Ben found himself in what looked like a room. That was when he saw it, it was a large monstrous looking figure. It had features of Elena, her father and the queen nanochip.

"I am going to take a guess and say that you must be the queen nanochip" Ben said as he struggled to get up

"You would be right human, we are the nanochip queen and you have entered our domain " the nanochip queen replied

The nanochip queen then lifted Ben up and threw him into a wall

"Now that you know who we are, you will leave now " the nanochip queen told Ben

"I'm not going anywhere, I came here to save Elena and I don't plan on leaving until I do" Ben said slowly getting up

"Elena is with us now, she is apart of us and there is nothing you can do about it " the nanochip queen told Ben as it formed Elena's body out of nanochips

"Not if I have anything to say about it" Ben said lifting up the omnitrix

Ben activated it and tried to transform but nothing seemed to happen to it. Ben tried once more but to the same effect, he was still unable to transform.

"What's going on? That usually works" Ben said confused

The nanochip queen laughed at Ben's struggle

"What's so funny?" Ben asked

"Foolish human, you are in our domain, we control everything that goes on here and besides, you are already transformed" the nanochip queen explained to Ben

Hearing that Ben realized that he was in the form of Upgrade which allowed him to enter Elena's mind in the first place

"I don't need to transform to stop you" Ben told the nanochip queen

The nanochip queen just laughed at Ben and formed multiple arms that took the shape of weapons. Ben readied himself and went to do what he could to stop the queen. The queen slammed Ben around, tossed him side to side and even tried to rip Ben apart. Despite all of this, Ben wasn't going to give up just yet, he was going to save Elena.

"I hate this, why do you show so much determination for a girl who's heart you broke? " The nanochip queen asked Ben

"I am a hero, I save people especially people who I care about" Ben answered as he spat out some blood

The nanochip queen then went slash at Ben with her blade arm

"LIES!!! All of it are lies " the nanochip queen said as it kept attacking Ben

"None of it are lies, I care for Elena, I always have and never stopped" Ben said as he jumped out of the way of one of the slashes

"Everything that comes out your mouth is lies, Elena loved you but you ignored her feelings and treated her as nothing " the nanochip queen said

"I have never lied to Elena, I've always cared for her, I always knew she cared for me and I never treated her as nothing" Ben said punching the nanochip queen

As the nanochips began to form around Ben's arm, something began to happen

"Ben" a feint voice said

The voice sounded like Elena's voice

"Elena, is that you?" Ben asked

"Ben save me" the voice said

"No, you be quiet, only we can save you " the nanochip queen said

"Elena, don't worry I'm going to save you" Ben said pulling his arm out of the nanochip queen's body

"Ben save me" the voice said again

"Elena, hold on" Ben said as he dodged another one of the nanochip queen's attacks

As Ben continued to dodge the nanochip queen's attacks Ben noticed something in the room that he didn't notice before. It looked like a metal staff of some sort and Ben immediately picked it up.

"No, stop helping him, he only wants to hurt you more " the nanochip queen said

"Looks like your losing control" Ben said as he went to attack the nanochip queen

"She is just confused, we are the only ones who care, we are the only ones who can protect her " the nanochip queen said as it went to attack Ben

The two went on until Ben jumped in the air and stabbed the nanochip queen in the chest with his staff. The nanochip queen punched Ben into the ceiling before slamming him down into the ground with full force.

"Elena, I can't do this alone, I need your help" Ben said as he tried to get up only to have the nanochip queen punch him again and again

"She won't help you, she doesn't love you, she loves only us " the nanochip queen said

As it went to punch Ben once more he slowly lifted his hand into the air and said

"Elena, I do love you"

Just then the fist of the nanochip queen stopped right on Ben's face, as the queen tried to continue through with it something began to happen. The body of the nanochip queen began to destabilize. It slowly began to fall apart piece by piece as the queen still tried to hit Ben.

"This can't be happening, you can't do this to us not after everything we've done for you " the nanochip queen said

The chest of the nanochip queen began to slowly open up and Ben could see Elena. He could see her bound by her hands and feet.

"Ben" Elena said seeing Ben in front of her

"Elena" Ben said as he slowly got up

As Ben got up, Elena began to struggle as she tried to break free from her bindings

"Ben, I can't get free" Elena said

"Don't worry Elena, I'll save you" Ben said

Ben the ran towards the nanochip queen, he jumped up dodging an attack from the nanochip queen. He then jumped on the other arm of the nanochip queen and ran up it towards Elena. The nanochip queen tried use its other arms to grab Ben and stop him but he dodged and avoid each arm. Finally Ben had made it to Elena, he grabbed her by the waist and tried to pull her free.

"Ben it isn't working" Elena said

"Don't worry, I'm not going to give up, I'll never give up" Ben said

"We will crush you till there is nothing left " the nanochip queen said as it grabbed Ben

"Ben!!!" Elena said as Ben grabbed onto her arm

The nanochip queen tried to rip Ben away from the trapped Elena but was unable to as Ben wasn't letting go of Elena

"Ben what do we do?" Elena asked

"I don't know but I'm not going to let go" Ben answered

"Die now you useless human, our love for her is greater then yours " the nanochip queen said as it struggled to pull Ben back

That was it, that gave Ben an idea that may work to end all of this

"Elena, do you love me?" Ben asked

"What? What kind of question is that?" Elena asked confused

"Elena look at me, do you love me?" Ben asked once more

"Yes, yes I love you, I always have since we were kids" Elena answered

With that Ben reached forwards and kissed Elena out of nowhere. As Elena closed her eyes and kissed Ben back, the body of the nanochip queen began to fully fall apart as she was freed from it.

"Ben I love you" Elena said

"I love you too Elena" Ben replied

Real World

In a flash of bright light, Ben opened his eyes and saw that he was back in the real world and that he was no longer Upgrade. He looked around and saw Swift and Rook next to him, he also felt something in his hand. Ben opened his hand and saw the nanochip queen in it. When it began to move, Ben threw it on the ground and stomped on it as hard as he could.

"Rook use your prototool" Ben said

"On it" Rook replied

Rook then fired a strong energy beam at the nanochip queen, Swift joined in with her neuroshock beams. Eventually the two stopped and saw that there was no longer any trace of the nanochip queen.

"It's over" Swift said

"No more nanochip queen" Rook said

"Finally" Ben said with a sigh

The three looked at the black spot where the nanochip queen once was and let out a sigh of relief

"Ben, what's going on?" A voice asked

Ben turned around and saw that Elena had finally woken up

"Elena, your finally back" Ben said going over to Elena and hugging her

"The voices there gone, there finally gone" Elena said

"Your free Elena, your finally free from them" Ben said

"It's all thanks to you Ben" Elena said

"It wasn't just me Elena, if not for your strength this wouldn't of happened" Ben replied

Ben continued to hug Elena, not wanting to let her go

"Um Ben" Elena said

"What is it Elena?" Ben asked

"I don't mind the hug but I'm kind of cold" Elena answered

Ben was confused by that answer until he looked down and saw that Elena was naked

"Oh crap, oh crap" Ben said letting go of Elena

Swift came over and gave Elena a blanket to cover herself with

"Thanks" Elena said

"Don't mention it" Swift replied

"Ben, is what you said in there true? Do you really love me?" Elena asked Ben

"Elena, I didn't lie then and I'm not lying now" Ben answered

Hearing that Elena grabbed onto Ben and kissed him once more

"I wonder what I am going to tell the other girls" a voice said

Ben broke free from Elena's kiss and saw Mina and Eunice standing behind him with their arms crossed

"Hey there girls, I can explain this" Ben said nervously

"I was hoping you'd say that" Mina said

"I cannot wait to hear this one" Eunice said

A/N: Alright readers there you have it, Ben has finally freed Elena from the control of the nanochip queen and he has finally told her how he felt about since they were young. I hope you readers enjoyed the fight scene and the scene inside of Elena's mind. I can't say if that is the last we'll see of the nanochip queen but I would keep my eyes open. As for Mina and Eunice, what is Ben going to tell them after his kiss with Elena?

Now I am going to be answering questions and responding to comments from the last chapter. Guest, I am sorry to tell you this but I will not be adding Sceles to the harem. She didn't get enough votes to be added to the harem. However, I might do a villain harem Ben 10 story in the future and add her. Arraria, yes, Ben x Elena, she was one of the four who people voted for the most. Bromega2477, those are some good names for those transformations, I think I might end up using them.

With the questions answered, I will be responding to the comments from the last chapter. FinalKingdomHearts, thanks for that, I am glad that you looked forward to this chapter, I hope you are looking forwards to the next chapter. SargentEpsilon, when it came to Elena, I always figured the nanochip queen was the one causing Elena to think that way and be like that. As for those names, I like them, they are really good, I think I might use them.

Now with that over and done with, thank you for reading and for your support. I will be seeing you all later