A New Legacy

by Supersceptile72

Many years have passed since Ben Tennyson sacrificed his life to defeat his arch enemy, Vilgax. Since then, the people of Earth have lived in harmony. But now, as a new terror begins to rise, the Earth is once again threatened. In response, two friends choose to carry on Ben's legacy and help protect their homeworld.

3. Chapter 3-The Vengers' Vengeance

Hey everybody, I'm back! I hope you enjoyed the last chapter and I hope you enjoy this one just as much. I want to remind you all that some chapters maybe shorter than others and others maybe longer. Sorry if Blake's role is somewhat small in this, it mainly focuses on Max. Also, in this chapter I try to show how strong Max and Blake's friendship is. Please let me know how I did.

Disclaimer: I still don't own anything except for my own characters and anything else unfamiliar.

Please read and review.

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"Alright Max, are you ready? Kevin asked from where he stood in front of the teen.

Max sighed as he started to stretch. Kevin had called him again for some early morning training. Normally it was just hand-to-hand. However, this particular training exercise though required a specific alien he hadn't used yet. Why, he didn't know.

"Yeah, I guess." He said. Then he raised his wrist and dialed in the alien. He then slammed his hand down was engulfed in green light. As the green light shined, Max turned into a humanoid, moth-like alien with four wings and antenna folded up into a poncho minus the hood, giving him the appearance of a phantom. He gained a black body with cyan patches on his arms, shoulders, legs, the back of his wings, and the back of his neck that resemble ice chunks. Each patch with thick blue outlining except for the ones on his wings, which were outlined in black. He also had a black line that runs on the edge of the outer margin on the back of each wing.

On his torso were now three plates: one resembled the chest, a shorter plate under the chest, and one resembled the stomach. On his face were blue cheeks and under jaw, a mouth that showed bluish-white teeth, and large green eyes with dark green spots. The top of his head also sported a blue Y-shaped marking that extended over his scalp. Finally, he had three pointed fingers and a thumb on each hand, and two toes on each foot and a third toe-like extension on his ankles, with the Ultimatrix symbol on his chest.

"BIG CHILL!" Big Chill yelled out in a whispery voice. "Remind me again why we're doing this?"

Kevin sighed and shook his head. "Like I said the last five times, you and Blake have had your watches for a few weeks now. You've been doing good; however, we've noticed something." Kevin started. "You two seem to only use the same aliens, which is a big problem. If you keep on using the same aliens, you'll become very predictable. This test is to help introduce you to your other aliens and how to use them. Also for you to learn more combat skills."

"Alright, so what do I do?" Big Chill asked.

Kevin smirked, got down on one knee, and touched metal floor. He absorbed it and soon he was encased in metal armor. He stood back up and clenched his fists. "You're gonna fight me."

Big Chill's eyes widened. "W-w-what?"

"You heard me. You and I are going to fight. That way you can learn how to use that alien in a real fight." Kevin explained getting into a stance. "Now bring it."

Big Chill gulped as he slowly got into a stance of his own.

"Alright, let's begin. 3…2….1!" Kevin said as he ran forward.

Big Chill's wings went up and he breathed in. Then breathed out, firing a beam of ice from his mouth. Kevin expected this and jumped to the side, dodging it. He then ran forward again and kneed Big Chill in the gut, causing the moth-like alien to double over in pain.

"C'mon Max, I saw that attack coming from a mile away. Try harder!" Kevin ordered.

"Got it." Big Chill wheezed out as he was still in pain and tried to catch his breath.

"Let's try this again. Go!" Kevin ordered running forward.

Big Chill frowned as his wings shot up again. Then he raised his hand and fired ice from it, forming a barrier between him and Kevin. To his annoyance however, his mentor just easily barreled through it. The Osmosian made it to him and was about to land a punch but Big Chill quickly went intangible, freezing Kevin's hand on contact. Big Chill laughed as he phased through the floor.

Kevin backed up and closed his eyes. Then he lowered his arms to his side and waited. A few seconds later, Big Chill rose up from the ground behind him and became tangible again. Before he could react, Kevin opened his eyes, spun around, and smacked Big Chill in the face with his frozen hand, shattering the ice on it.

Big Chill backed up and shook his head in pain.

"C'mon Max! Ben did that countless times! It's predictable!" Kevin scolded. "Do better!"

"You forget I'm not Ben." Big Chill mumbled. Then he raised his wings for a third time and flew up, then flew towards Kevin.

Big Chill breathed out but Kevin jumped to the side, avoiding the attack. The Necrofriggian flew up and over then came down for another strike.

Again, Kevin saw this coming. He changed his right hand into a mace and waited. When Big Chill got close, Kevin grabbed him by the throat with his left hand. Then he slammed the young hero on the ground and smashed his mace hand on his chest.

Big Chill wheezed in pain as he changed back to Max.

"Now you see why you need to start using different aliens?" Kevin asked as his armor disappeared and Max slowly got to his feet.

"Yeah, yeah. I get it." Max breathed out as his chest roared with pain.

Kevin studied him for a moment before scoffing. "Whatever. Hit the showers. You have school soon."

Max's eyes widened as he remembered. "Crap!" Then he rushed out the training room.

In his hurry, Max didn't notice Blake, who was spectating the whole fight, walk past him and entered the training room as soon as he left.

"Don't you think you were a little hard on him?" Blake asked approaching his mentor who was stretching.

Kevin just shrugged. "Nah, he'll get over it. A little tough love never hurt anyone." Then he looked at Blake. "Shouldn't you be on patrol by now?"

"I was actually." Blake said. "But I thought I'd see how this training session of yours with Max would go." Then he glared a little. "How's he supposed to get used to using his other aliens if you don't give him a chance to?"

"Actually, that was just a cover-up." Kevin said walking past Blake and out the training room.

"Wait. What?" Blake asked shocked and catching up with him. "What do you mean 'a cover-up'?"

"I mean, the whole 'trying out and getting used to your other aliens' was a lie. That was my cover up for Max's real training." Kevin replied walking ahead as Blake stopped and stood still.

The teen frowned and grabbed his mentor's arm and turned him around.

"Then what's his real training then?" Blake demanded.

Kevin sighed and ran a hand through his hair as he stared at the angry teen. "Look Blake, Max is a great hero and all, but he has a little problem."

"What kind of problem?" Blake's frowned deepened as they continued walking.

"Don't get me wrong, the kid can handle himself in a fight. The problem is that he isn't tough enough." Kevin said. Upon seeing Blake's confused look, he continued. "What I mean by that, is that once someone does something or something someone says gets under his skin, he either lets his guard down or ends up doing something very predictable. As you saw earlier."

"So, you think attacking and antagonizing him will help build up his confidence?" Blake summarized.

"Exactly." Kevin said as they entered the main level.

"That's stupid! That won't help him, that's just gonna bring him down even more!" Blake stared at the elder man incredulously.

Kevin just waved him off. "Relax. Like I said a little tough love never hurt anyone." Then he gestured to the elevator. "Now why don't you go on patrol," Then gestured to himself. "And let me worry about Max's training?"

"Fine" Blake huffed a little as he headed to the elevator.

"Trust me, it'll be good for him." He heard Kevin call out.

"If you say so." Blake muttered. Then he made it to the elevator door and pressed the button. As he waited for it to open, Blake glanced back at Kevin who was speaking with another Plumber. "You can train him however you want, just make sure you don't go overboard." The elevator door opened and he walked in.

Xx-The-Vengers'-Vengeance-xX

Later on, at the top of a certain tall building with a large 'B' on it in the center of town, worked a man at a large computer. The man looked to be in his early thirties, average height, wearing a red violet tux with a pink bow, another tux under it with gold buttons at the end of black sleeves, gold pockets, a white shirt underneath, a gold medal, and lastly black shorts. He also had tan skin with brown eyes and black hair shaped like devil horns. The most prominent part would be his huge forehead.

The man grinned as he inputted the last of the codes. The computer processed the data and the words '100% Percent' appeared on the screen.

"Yes. Finally, our retribution will come." The man said.

He then heard footsteps approaching him from behind.

"The systems are operational, Master Billy?" A feminine robotic voice asked.

The man, Billy's, grin grew as he turned to his robotic assistant.

"Yes Mazuma, they are." Billy answered. Then he walked over to a huge machine with a huge circular hole in the center. "Now, to give Bellwood a taste of what's to come." He then pressed a red button.

The machine powered on, coming to life, the lights flashing, and the circular hole started glowing. Soon a yellow orb appeared and started growing. It continued to grow, its light getting brighter and brighter, the force creating strong winds that nearly blew Billy and Mazuma over.

Then the ground shook a little as a massive blue robot with a big wheel for locomotion, a flat-ish round waist, and a circular mushroom-shaped head with a singular optical cluster array rolled in. The robot also had three long flat bandage-like tendrils for arms and scissor-like claws engulfed blue aura.

As Billy and Mazuma regained their composure, four more came through the portal and stood by the first.

'WE ARE AT YOUR COMMAND. WHAT ARE YOUR ORDERS?' The first robot's voice asked.

"Go and destroy, show the citizens of this wretched city the destruction that is coming." Billy ordered.

The robots all beeped in confirmation and sped toward an exit.

"Soon the Venger's will have their vengeance." Billy laughed evilly.

Xx-The-Vengers'-Vengeance-xX

Hours later, the final school bell rang, signaling the end of the school day and the beginning of the weekend. Students rushed out the building, ready to start their weekend plans. All except for one.

Max dragged his feet across the school floor as he slowly made his way from detention. His shoulders were slumped, his bookbag barely staying on his shoulder by one strap, his hair covering his eyes as he stared at the ground, and a crumbled-up history paper in one hand and the slip for the reason his previous destination in the first place in the other. The perfect example of having had a bad day.

The young hero sighed as he lifted his head up and looked at the two pieces of paper in his hand. The two reasons for his bad day.

The detention slip was because, thanks to his early morning training session with Kevin, he was late for class again and Mr. Jones had given him detention that afternoon. The crumbled history paper was given to him courtesy of the most annoying girl in school, Jenna.

He grumbled as he remembered how he got both of them.

*Flashback*

"*breath* I made it *breath*" Max panted as he finally made it to school. He fell to his knees, trying to catch his breath.

He trained with Kevin way longer than he thought. After showering and getting his school supplies, he only had less than fifteen minutes before he was considered late. He was so focused on getting to school on time, he didn't wait for Blake to give him a ride. That also meant he didn't wait to treat the wounds he had received from training with Kevin.

Max clenched his teeth as his already sore ribs roared in pain from his nonstop run.

"Man, I wish he didn't go all out like that during training." Max mumbled to himself as his roared with pain. "I swear I won't be able to walk anymore at this rate."

After a few more moments of catching his breath, Max stood up straight and entered the school.

He braced himself for the inevitable scolding he was sure he was going to get the second he stepped a foot in the building, but it didn't come. Max looked around and to his surprise, Mr. Jones or any other teacher weren't anywhere around. The halls were completely empty. Not a single sign of life anywhere.

"Huh, no one's around. Maybe I can get to class and get away scot-free." Max hoped as he walked to his class.

Woe to those full of optimism.

"Hello Mr. Greenfield." The one voice he did not want to here right now spoke out from behind him.

Max gulped and put on his best smile as he turned to Mr. Jones and tried to play it cool the best he could.

"Mr. Jones, good to see you. How's your day been so far?" He asked attempting to conversate.

Mr. Jones just glared at him unimpressed as he crossed his arms and tapped his foot.

Seeing he wasn't getting anywhere by starting a conversation, Max dropped the act and tried to defend himself.

"Mr. Jones, I know I'm late again, but I can explain. I had a family emergency I had to take care of early this morning and-"He was cut off by Mr. Jones holding his hand up, silencing him.

"I don't want to hear your excuses, Max." Mr. Jones stated. "This is the fourth time this week you have been late. The first time I let it slide. The second time was warning. The third was your last chance. This is the last straw." Then he reached into his pocket and pulled out a slip of a paper. "I hate to do this, Mr. Greenfield, but your continued tardiness can't be ignored."

Max's eyes widened as he hesitantly took the slip.

"B-b-but Mr. Jones, I really had something I had to do." Max stuttered out but Mr. Jones wasn't having any of it.

"I don't care. You need work on your punctuality, Mr. Greenfield." Mr. Jones said in response. Then he walked past Max who stared at him as he did. "Perhaps you can reflect on it a bit in detention today after school."

Max's composure fell even more at those words. However, that didn't stun him as much as what he heard Mr. Jones mutter to himself before he entered his classroom.

"For a kid with your intelligence, I expected way better from you."

Max's composure fell apart completely after that. Detention? Today? Kevin's gonna kill him! He was supposed to meet him for another training session! Then he remembered the last thing Mr. Jones said. He expected 'way better' from him? Why? Because his intelligence was great? That made no sense! He tried the best he could, he really did, to get here on time! It's not his fault his schedule has been hectic lately. Just because he was very smart doesn't mean he's perfect!

"If you knew why I was late, you'd understand." Max mumbled to himself. Then again, he couldn't really say what he had been up to this morning. 'Man, this hero stuff is not fair at all.'

He was about to go to class but another voice stopped him in his tracks.

"Wow, that could've gone better huh?"

Max's eyes closed as he groaned loudly in annoyance. Great, now he has deal with a certain annoying spoiled princess. He turned around and sure enough there she was, the same cocky, arrogant smirk she always wore that annoyed him to no end.

"Jenna." He started with a fake smile. "To what do I owe this unwanted pleasure?"

"Well, I was going to ask for a favor but once I saw Mr. Jones going off on you, I figured I'd enjoy the show." Jenna replied. "It's not every day you see the 'Star Pupil' get lectured like that." Then she raised her hand to her face and inspected her fingernails. "I would've thought you would have better punctuality."

Max's eye twitched in irritation. Getting criticized by Kevin and Mr. Jones was one thing, but there was no way he was going to stand there and get heat from Jenna of all people!

"Oh, shut up, Jenna." He said. "You, especially you, have no right to talk to me about having bad punctuality or being bad at anything" Then he grinned. "Although, I'm surprised you know what the word punctuality means. Figured that would be a pretty big word for you."

Jenna's smirk faded a little as she glared at him for that. "Ha-ha, very funny." Then she walked towards him. "Forget all this funny business." She stood in front of him and pulled a paper out from her book bag. "Like I said earlier I came here to ask for a favor."

"A favor? What type of 'favor'?" Max's grin dropped as he raised an eyebrow skeptically.

"You see I have this history project due on Monday. The problem is I already had plans before I was assigned this so I won't be able to do it." Jenna then grinned at him and shoved the paper in his face. "That's why you are going to do it for me."

"WHAT?!" Max yelled out incredulously as he ripped the paper from her hands and moved it from his face. "Why would I do that?"

"Because I said so." Jenna answered nonchalantly.

Max just stared at her deadpanned. "Oh, is that why huh? I'll just do it because you said so and asked so nicely." Then he crumbled the paper up and threw it to the side.

"What are you doing?!" Jenna demanded.

"Forget it, Jenna. I'm not doing your work just because you're too lazy to do it." Max stated. Then he turned around. "Now if you will excuse me, I'm going to class."

Jenna glared at his retreating form.

"Fine. We'll do this the hard way." She said.

Max instantly stopped and quickly faced her again.

"'The hard way'?" He asked cautiously.

Jenna grinned evilly as she pulled out her phone and typed something really quick. "Yes. The 'hard' way." Then she walked up to him again and leaned in closely. "Look here geek, this is how it's going to go. You are going do my project, do it well, and return it to me before school starts Monday. If you don't," Then she leaned towards his ear and whispered. "I'll start a rumor that you like to sneak into the girl's locker room and take photos."

Max's eyes widened bigger than ever and his face turned 50 shades of red. "Y-y-you c-can't do th-that!" He managed to stutter out.

"Of course, I can." Jenna taunted. "All it takes is a push of a button." She shook her phone for emphasis. "So do we have a deal?"

Max wanted to say 'no', he really did. But Jenna was smarter than she looked, as she seemed to tell he was going to refuse again by the look on his face. She raised a finger and slowly itched it closer to her phone.

Max deflated as he reluctantly nodded.

"Good." Jenna smiled as she put her phone away. "I knew you'd see things my way." Then she walked past him.

With a long depressing sigh, Max went and picked up the paper and uncrumpled it. Reading over what he had to do for it, he groaned even louder than before.

"Great, I have to train practically all day tomorrow and now I have to do this, which will take me almost all Sunday to do." Max grumbled to himself. "There's goes my plans to catch a movie with Blake this weekend."

Before he could dwell on it any further, he once again cut off by another voice.

"Mr. Greenfield, do you plan on joining us anytime soon?"

Max could already hear the laughter from the classroom as he finally went in.

*End of flashback*

"I knew this hero stuff was going to be tough, but not this bad." Max said as the memory ended and running a hand through his hair. "This is seriously messing up my school life. Dad's going to kill me for getting detention again." Then he looked to the sky. "At least today can't get any worse."

Just then, an explosion went off and people's screams filled the air.

"Great, now Blake's got me doing it." Max grumbled as he ran towards the scene.

As he got closer, Max saw cars totaled or flipped over, fires all overs, fire hydrants busted and water spewing out, and people running away, helping others get away, or trying to get people out of cars that were smashed.

"Whoa, looks like a tornado hit this place." He said looking at the scene around him. He slowed his run to a walk and took the scene in. The cars were completely messed up, some were even implanted in buildings. There were police and paramedics helping people out of the wreckage and getting them into the ambulances nearby.

"Geez, what could've done this?" Max asked out loud. "Oh shit!" He yelled jumping to the side suddenly as a car flew in his direction, just barely missing him.

"Phew, that was close." Max said letting out a breath. "Where did that come from?" Then he looked in the direction the car came from.

"No way." The young hero breathed out in shock.

What he saw were five giant machines, robots he assumed, stood there. They were huge, with a weird mushroom-like head, huge dome under it, a very slim waist, a large wheel at the bottom, and long arms. They didn't seem to notice him as they blasted everything around them.

"Okay, let's do this." Max said as he ducked his head and hid behind a flipped over car. Then he raised his wrist and was about to transform when a thought occurred to him. "I should probably call Blake and let Magister Levin's and Blanko know."

The young hero pondered this for a minute before another explosion brought him back to his senses.

"Oh, screw it." Max decided. "I can handle it. Can't be that bad." Then he slammed his hand down. He was engulfed in green light and transformed into Rath.

"RATH!" The tiger aliens yelled.

Meanwhile the robots continued their trail of destruction. One rode over to a flipped over car where a paramedic was pulling a young girl out. It looked down at them and its optical lens started glowing. The paramedic pulled the young girl closer to him and wrapped his arms around her as they both looked up in fear. The robot fired a blue blast and the two flinched and screamed.

However, the blast never hit them. Instead, all that happened was they heard a loud yell of pain and a low growl. They looked up and saw Rath standing over them.

"Are you two, okay?" The alien hero asked.

The two nodded.

"Good." Rath said. Then he looked at the medic. "Get her to safety."

The man nodded as he helped the girl to her feet. Then he helped her limp away as Rath turned to the robot.

"ALRIGHT YOU OVERSIZED TRASHCAN, YOU THINK IT'S FUN TO THREATEN INNOCENT PEOPLE?! THEN LET'S SEE HOW FUNNY YOU THINK IT IS PICKING ON RATH!" Rath yelled.

Then he jumped up to the robot's head and landed on its large dome. Rath then started punching the robot repeatedly in its face. The robot in response wobbled around and tried to shake the alien off.

Soon Rath realized this wasn't working and backflipped off. The robot steadied itself and focused on the feline alien.

'THREAT DETECTED. COMMENCING TERMINATION.' The robot's mechanical voiced said as its eye turned red.

"Termination? ME?! YOU AND WHAT ARMY?!" Rath taunted with a loud laugh.

His cocky grin fell as the other four rolled over and surrounded him, their eyes glowing red now too.

"Me and my big mouth." Rath grumbled.

Xx-The-Vengers'-Vengeance-xX

Blake sighed in boredom as propped his arm on the window sill of his Proto-Truck. He frowned as he looked out the front windshield and saw everyone going about their day without a care in the world. On most days and to normal people, that was a good thing.

But not for Blake.

After leaving the Plumber HQ, he got into his Proto-Truck and went on patrol. He was hoping to encounter some tough big-bad, stop some crimes in Undertown, or even a plain old bank robbery. Something to make up for not being able to spar with Kevin like Max got to do. But no. There was nothing. No bank robbery, no crime in Bellwood or Undertown, no big-bad, and not even some thug stealing a purse.

He drove for hours around the city but nothing had happened. After the first hour, he called Rook and attempted to get out of it but his mentor wasn't having it. Blake tried to explain that nothing was happening but it fell on deaf ears. Rook stated that patrol was mandatory, even if nothing happens. If he came back and something did occur, it would be his fault and the consequences would be way more unpleasant.

So back on the road he went. After four more hours of nothing, Blake went to Burger Shack and parked beside it, where he has remained for the last hour.

"Hope Max's day went better than my did." He mumbled.

The mention of his friend's name made his frown deepen. It's been a couple weeks since he and Max got their watches and began their hero journey. The changes that came with it included hours of combat training, hours of studying protocols, and hours of learning about most criminals Ben had encountered. Their whole new lifestyle was no problem for Blake.

Except for Max.

The poor young teen was struggling with his new life. Every weekday he has to go to school and doesn't get out until 3:30 in the afternoon. Then he has to monitor the city until dusk, and when he gets home, he has to spend most of the night doing the homework that was assigned. When morning comes, Max has to force himself to get up and get to school on time. Which was easier said than done.

He hadn't had any trouble until their encounter with Animala. Though they defeated the freaky franken-lady, Blake and Max were forced to do a mission debriefing. They explained the lab, their fight with the spider, how she got away, and what they did to stop her plan.

Gwen and Rook were impressed and complimented their victory, Kevin however had a different reaction. He was disappointed and unpleased that Max had let his guard down which allowed Animala to get the drop on him and get away. Gwen, Blake, and Rook tried to get him to listen to reason but the Osmosian was adamant.

He assigned Max one-on-one training sessions with himself, which included more hand-to-hand sparring and using his other aliens. That wouldn't have been bad if he hadn't scheduled them at six in the morning. That made Max's school life even more complicated, resulting in him being late a lot and bruises he has to somehow explain to his parents when he gets home. Sooner or later, he'll burn out.

"I should go back there and yell at him to stop this." Blake said. Then he shifted to his other arm. "But first, I should probably talk to Gwen and Rook so that way I can have some backup." He pondered on this for a moment before making up his mind. "Sounds like a good plan. Now, just need to find Max."

With that said, Blake started up the truck and was about to pull out the parking lot before a thought occurred to him.

"Wait, where is Max?" He facepalmed for not thinking about that first. Blake looked out each window of the Proto-Truck and saw no one walking by then raised his right wrist and pulled back his sleeve. The Biomnitrix revealed itself and turned on. "Hey Max, you there?"

No answer.

"Oookay, let's try again. Max, where are you? I'll come pick you up."

Still no answer.

"Hmph, he's not answering." Blake frowned. "That's weird. Max almost always answers the Ultimatrix or his phone when someone calls." Then he rolled his sleeve back up and lowered his arm. His eyes then widened as realization kicked in. "He must've been late again and got busted by Mr. Jones again. Probably got detention."

Blake's fist clenched as his glare returned. "Dammit, Kevin! If it wasn't for your stupid early training session, that wouldn't have happened!" Then he leaned back in his seat and cooled off. "When I do see Max, I am so gonna help him with this, no matter what Kevin says." Then he looked out the window.

"First things first though, I gotta find him." Then he frowned again. "If he did get detention, he should be out by now. If that's true, where would Max be now? I mean, it's noy like he's gonna fall out of the sky and land in front of me."

Then all of a sudden a massive alien slammed on top of the front of his Proto-Truck. The impact shook the truck and jerked Blake forward.

"What the heck?!" He exclaimed quickly getting got out the truck and closing the door. The alien groaned and sat up rubbing its head.

"OW! WHEN I GET MY HANDS ON THEM I'LL RIP THEM APART, BIT BY BIT!" The figure yelled out, revealing who he was.

"Max?" Blake asked.

Rath turned to him at the sound of his voice and glared. "YES IT'S ME, BLAKE JOHNSON! WHO ELSE WOULD IT BE?!"

Blake raised his hand and backed up. "Whoa, whoa, whoa. Calm down, buddy. No need to get all feisty." He joked only to get growled at. "What's got you so riled up?"

"IF YOU MUST KNOW BLAKE JOHNSON, RATH WAS ON HIS WAY HOME FROM DETENTION WHEN RATH WAS ATTACKED BY GIANT ROBOTS!" Rath yelled at him.

"Giant robots? What giant robots?" Blake asked looking around and seeing nothing.

Rath shook his head in annoyance and pointed behind himself. "Those kind."

Blake looked in the direction he was pointing and nearly laughed. He saw the five-giant mushroom-like robots speeding towards them, their one eyes red and glowing.

"Seriously?" Blake asked. Then he looked at Rath with a skeptically. "Those are the robots that beat you up?" He laughed.

Rath growled and grabbed Blake by the scruff of his shirt and pulled him close to his face. "Yeah, so what? Something funny about that?" He growled in a low voice.

Blake instantly quit his laughing and shook his head frantically. "Nonononononono! It's not funny at all!" He held his hands up in surrender again. He quickly glanced back and saw the robots getting closer. "How about you put me down and we take down those robots together?"

Rath growled but nodded anyway. He threw Blake down and faced the robots, ready to fight.

"Thanks." Blake grumbled getting back to his feet. He raised his wrist to his mouth, the Biomnitrix decloaking. "FEEDBACK!"

He was then engulfed in green light. Blake gained a black body with one green eye in the middle of his head, two antennae, a tail with round plugs on their tips, four-fingered hands, and feet with only two front toes. His chest was now recolored green and his fingers were now square. He also now has gold battery bolts on his shoulders, arms, and hips.

"Let's do it." Feedback grinned and Rath agreed.

The robots finally reached them and fired their lasers. Feedback and Rath jumped to the side, dodging it. The robot from before turned towards Rath and charged him with another, the other three going after Feedback.

"So you're the robots that gave my friend trouble? Let's see what you got!" Feedback grinned.

Blue lightning shot from his fingers, antennae, and tail, propelling him through the air. The robots stopped charging and their gaze followed him. They fired their lasers again, but Feedback twirled in the air, dodging each blast. Then he came down on top of one, his fingers and every other cord on his body attached to its surface. Feedback then started draining its energy, blue energy surging into his body.

The robot in response started wobbling, the light in its eye started flashing on and off, the blue aura on its arms fading. Soon the lights on it vanished completely, its entire body shutting down. Feedback jumped off as it fell backwards.

"Oh yeah, talk about a power lunch!" Feedback grinned as blue lightning surge all over his body.

Then he turned to the other two. Both sped towards him, one spinning its tendrils all around its body, the other attempting to strike Feedback with its pinchers. Feedback jumped side-to-side, dodging the pinchers. Unfortunately, the one spinning caught him by the antennae.

"Owowowowowowowow!" Feedback yelled as the robot pulled on his antennae and spun him around.

The robot then let him go and Feedback was sent flying in the air. The Conductoid screamed as he soared through the air. Then he started falling down and ended up crashing into his Proto-Truck, smashing through the roof of it.

"Ow." Feedback groaned as he rubbed his antenna. "That hurt." With a grumble, he climbed out the hole he created and glared at the robots. "Okay, it's on now!"

All the energy he absorbed from the first robot surged through his body, his two antennae and tail all pointed forward. With a grin, Feedback blasted the energy out of his hands in a huge beam.

The beam hit the two robots, who started shaking and sparking, before blowing up.

"Hahaha, that that's." Feedback grinned. Then he looked over to Rath. "Hey Max, need any help?"

The tiger alien jumped over a tendril of one the robots and then flip kicked the other away before glaring at him.

"OF COURSE I DON'T BLAKE JOHNSON! RATH DOESN'T NEED HELP EVER!" Rath yelled in response.

As if to prove it, he grabbed both tendrils of one of the robots and ripped them off. The robot rolled backwards as its arm sockets sparked. Rath then ran forward and jumped up, and with a mighty roar, punched through its head. He landed behind it as the robot fell over. The last robot rolled forward and spun its arms all round.

Rath growled and threw his hands out. He caught the robot's arms, forcing it to stop. He and the robot grappled for minute, before Rath roared and lifted the robot in the air. Using his strength, he spun it around and threw it in the air.

Rath turned to Feedback as the robot came crashing down and exploded. "YOU SEE THAT?! LIKE I TOLD YOU, RATH DOESN'T NEED ANY HELP!"

"Alright, alright. I see your point." Feedback said rolling his eyes as he and Rath changed back to normal.

"I gotta say, that pretty random." Blake said as he and Max walked over to the robots. "But at least there was finally some action. I've been bored for hours."

"You do know that to most no crimes or criminal activity is a good thing right?" Max joked as he crouched near one of the robot's heads and took a look. The only response he got was a blown raspberry, making him grin. "Real Mature."

Blake just frowned and crossed his arms. "Well if you were on patrol for hours with nothing to do, you'd be begging for action too." He grumbled. Then he noticed Max inspecting the wreckage. "What are you doing?"

"This technology is incredibly advanced. Never seen anything like it." Max said impressed. "Wonder where it came from."

"I don't." Blake stated. "Anyway we should probably head back to the base and let Magisters Levins and Blanko know what happened."

"Yeah, you're right." Max agreed standing back up. Then his eyes widened and he grabbed his head. "Crap! I was supposed to be home twenty minutes ago! Mom and Dad are gonna freak!" then he ran back to where he left his stuff. "Sorry Blake, gotta go!"

"Wait Max! I can give you a ride!" Blake called out but his friend was long gone. "And there he goes." He sighed. "Hope his folks won't be too hard on him." Then he went back to Proto-Truck.

Xx-The-Vengers'-Vengeance-xX

"Destroyed? Destroyed?! DESTROYED?! What do you mean they were destroyed?!" Billy yelled as Mazuma reported what happened with the robots.

His robotic servant's face remained blank as her master yelled in anger at the news.

"I mean exactly what I said, Master Billy." Mazuma said calmly. "The mission was a failure, because the small unit of robots you sent were destroyed."

"That's impossible! Their metallic exoskeleton is immune to most technology in this dimension! What could possibly have destroyed them?!" Billy exclaimed as he grabbed his head and paced around.

"If I may Master Billy, I believe it was Ben Ten's replacements." Mazuma said causing her master to stop his pacing.

"'Replacements'?" Billy repeated confused. "What replacements?"

"Certainly you have heard the rumors, Master Billy?" Mazuma asked. "The ones about the two new heroes?"

"Rumors huh?" Billy said as he pondered for a moment, trying to remember if he had. Then it clicked. "Oh yes, I remember now. There were news clips showing them about little over a week ago." Then he turned to his assistant. "What make you think it was them? Or if their even real?"

Mazuma didn't respond as she walked over to the computers. She brought up a viewing screen which showed one of their satellites. She typed a little more and soon the screen showed a video of the robots. Billy walked forward as Mazuma played it.

Billy's confused expression quickly changed into a glare and he started to grit his teeth as he watched the video.

"So they are real after all." He growled as he saw the two heroes destroy his robots easily.

"Yes. It appears they are." Mazuma stated as the recording neared the end. Then she turned to Billy. "What do we do-"

"Wait!" Billy interrupted her suddenly. "Stop it!"

Undeterred by her master cutting her off, Mazuma complied. The screen paused, showing the aftermath of the robot attack.

"Forgive me, Master Billy. But I do not see what purpose this serves." Mazuma said.

Billy sighed and pointed to the screen, which showed two boys, one smaller than the other. "Look at these two. What do you see?"

Mazuma looked at the two boys closely. Aside from their slightly impressive build, they did not look important. She then narrowed her eyes, trying to see why Master Billy was interested in these two. Eventually she caught it. Her eyes widened as looked at their wrists.

"They have Tennyson's watch and gauntlets." Mazuma realized. "I apologize for not seeing it sooner, Master Billy."

"That doesn't matter, Mazuma." Billy waved it off before looking at the boys again. "I want you to find out all you can about these two. I want to know everything. And send word to the others, we'll have to exact our vengeance personally. "

"At once, Master Billy." Mazuma nodded and walked away.

Once she was gone, he glared at the image of the two.

"I don't know where you two came from, but I promise I'll remove you as soon as possible." Billy swore.

Xx-The-Vengers'-Vengeance-xX

" *breath* Phew *breath* I *breath* made it." Max panted heavily as he made it to his doorstep and crouched down, hands on his knees, sweat pouring down as he tried to catch his breath again.

As he caught his breath again, Max looked his family's driveway and saw two cars were parked, meaning both his parents were already home.

"Crap." He breathed out and he stood up straight and facepalmed. "I'm so dead." With a deep breath, Max slung his backpack over his shoulder and entered.

"I'm home!" He announced closing the door.

"Max?" A feminine voice called out. Max turned and saw his mother, a woman in her mid-forties, with lighter brown hair, tan skin, and light blue eyes approached him from the kitchen. She was wearing grey sweat pants and a green t-shirt.

His mom, Elaine Greenfield, quickly approached him and hugged him tightly.

"Oh thank goodness. You're okay." Elaine sobbed softly.

"Uh, of course I am. Why wouldn't I be?" Max asked cautiously.

Elaine released him and put her hands on both sides of his face. "There was an attack downtown near the school right after you left. Your dad and I thought you were in trouble."

Max shook his head with a grin and gently removed Elaine's hands from his face. "Sorry to make you guys worry. But Mom, I promise that I'm okay. Once the attack happened, I ran here as fast as I could."

Elaine sighed as she smiled at him. "That's good to hear." Then she glared and grabbed him by the ear, getting a shocked and slight 'ow' from her son. "Now you can explain why you got detention again!" She screamed as she dragged him to the living room where his dad, Scott Greenfield, was waiting.

"Owowowowow!" Max groaned as his mom pinched his ear tightly.

Once they entered the room, Elaine threw him front of her and Scott and crossed her arms, never losing her glare.

"Geez Mom, you didn't have to do that." Max whined as he rubbed his ear which throbbed painfully. His mom's glare deepened. "Wait, how did you guys know?"

"Mr. Jones called me before you got to school this morning. Then I told your father when he got home from work." Elaine explained, her glare never faltering. "This is unacceptable Maxwell Greenfield! I don't know what's gotten into you recently, but I don't like it! Your father and I expect better from you!"

Max visibly flinched. It was bad enough hearing it from his teacher, but now he had to hear it from his mom. That hurt. Really hurt. He opened his mouth to defend himself but no words came out. He just stared at the ground.

Seeing his wife's words hurt their son, Scott walked over and put a hand on Elaine's shoulder.

"Okay honey, you've made your point." He started. "Why don't you let me take over now and you go get the suitcases?"

Elaine pondered on it for a moment before nodding. "Alright. I'll be back down in a minute." She said walking up the stairs.

As soon as she was gone from view, Scott let out a huge breath that he had been holding since Max got home. His wife was a difficult person to say the least. At times it was hard, almost impossible, to argue with her when she was upset. When she is upset, it only meant bad news for whoever was on the receiving end. In moments like that, Elaine would say the harshest things and would hold nothing back. Doesn't matter who it was, no one was safe. Not even her son.

Speaking of their son.

Scott looked at Max with a solemn look. His wife's words hurt him, way more than he'd like to admit. It's true, he wasn't happy either with his son being late constantly and getting detention. However, unlike his wife, he knew berating Max and getting angry wasn't the right thing to do. It only made things worse.

"That could've gone better." He joked trying to lighten mood. Max didn't respond. "Look, you know she didn't mean it like that. She was just upset."

Max sighed and finally looked at his dad. "Yeah I know, Dad."

"I'm not gonna lie to you, Max. I'm not happy." Scott stated. Max nodded. "All I'm gonna say, is that this needs to stop. Your mom and I have been trying to be reasonable but I'm done now. If you don't clean up your act, you'll be grounded for three weeks. That means no phone, no video games, and no talking or hanging out with Blake."

Max gulped but nodded along.

"Do you understand?" His dad asked seriously.

Max took a deep breath before answering. "Yeah Dad, I understand."

"Good." Scott grinned patting his son on the shoulder.

Just then, Elaine came down the stairs with suitcases in hand.

"Where are you guys going?" Max asked as his dad went to help his mom.

Elaine looked at her son briefly before scoffing and walking out the door.

Sighing again at his wife's attitude, Scott answered him. "I have a business meeting out of state so your mom and I are going away for the weekend. We expect to see you here Monday afternoon, and we don't want you hanging out with Blake." Then he looked at Max serious. "I'm sure we can trust you to take care things and to do that while we're gone, right?"

Swallowing the lump that formed in his throat, Max nodded.

"Good." Scott smiled as he grabbed the last suitcase and walked out the door.

After hearing his dad's car start and drive off, Max covered his face with his hands and fell backwards on a recliner.

Great. This is just great! First Kevin was mad at him, then Mr. Jones, and now his parents. This wasn't fair! He risks his life fighting dangerous criminals and this is what he gets?! If his parents knew the reason why he was always late then they'd understand, or better yet, they would lay off him! And if Kevin knew what he goes through at home, then he would shut up and leave him alone!

Then again, the reasonable part of him said, he couldn't tell his parents or his teacher the real reason why. It would only cause trouble and put them in danger. And if he told Kevin, then his mentor would call him weak, unfit for saving the world, and take the Ultimatrix back.

"This hero stuff is really messing up my school life." Max said he removed his hands from his face. "At least it can't get any worse."

Just then the Ultimatrix beeped.

"Really need to stay away from Blake for a while." He grumbled as he raised his wrist to his mouth. "What's up?"

"Hey Max. You need to get to the base. Kevin, Gwen, and Rook have something important to tell us." Blake said.

Max sighed and got up. "Alright, I'm on my way." Then he ran out the front door.

Xx-The-Vengers'-Vengeance-xX

Meanwhile at Billions Tower. Billy sat back in a chair as he watched recordings of Max and Blake. These two interested him. He was expecting them to be complete noobs. But they weren't. They were skilled, clever, and smart.

"Appears I miscalculated. These brats aren't as incompetent as I assumed." Billy commented as he leaned back in his seat.

"Yes, Master Billy. They seem to be quite capable." Mazuma agreed. Then she looked down at him. "Shall we attack?"

"Not quite yet." Billy responded as he got up and walked over to his portal. "We will plan our attack when the others arrive."

"BILLIONS!"

"Speak of the devils themselves." He grinned as turned to the metal doors.

Entering the room were two elderly men.

The one on the left was a man with short faded black and grey hair, a light grey pencil-thinned mustache, and fair wrinkled skin. He was wearing orange body armor, with black stripes on his helmet and upper chest, additional black armor on his gauntlets, a jet booster, and a yellow visor.

The one on the right was a man with faded brown and grey hair with graying temples and beard, and a more muscular build. He was wearing a brown armor suit with a yellow kangaroo silhouette. He had black briefs, a yellow belt with yellow pockets, and yellow gloves. He also had a black cap with two holes for his eyes and a capital, yellow K. His belt clip formed a K in a frame.

"Explain yourself!" The one in orange demanded.

Billy just smiled innocently and tried to play it off. "Nemesis, my old friend. My apologies, but I have no idea what you're referring to."

"Don't play stupid, Billions!" The one in brown snapped as he crossed his arms. "You know what we're talking about!"

"You finally got the portal working again and instead of unleashing an army, you only sent 5!" The one in orange, Nemesis, exclaimed.

"Why didn't you send more?! We could've taken the city now!" The one in brown yelled.

Billy dropped his smile and shook his head in annoyance. "No Kane, we couldn't have."

The one in brown, Kane, and Nemesis anger faded as they looked confused.

"What are you talking about?" Nemesis asked.

"The portal could only release a certain amount at a time." Billy explained. "I sent those five give Bellwood and the Plumbers a little taste of what's to come. In the meantime, Mazuma and I worked on the portal and made a few tweaks. So now we can release a lot more."

That didn't make Kane or Nemesis feel better but they begrudgingly accepted it.

"Besides, the attack wasn't a failure." Mazuma added getting their attention.

Kane looked at the she-bot then back at Billy. "What's the toaster talking about?"

"Toaster!" Mazuma exclaimed in anger with her eyes glowing red with energy.

Putting a hand on his assistant's shoulder and managing to calm her down, Billy responded. "Yes our robots were destroyed. However, the reason for their destruction is helpful."

"Helpful? How are the robots from Dimension 12 getting destroyed helpful?" Nemesis demanded.

Billy didn't answer at first, just walked back over to his computers. "You two have heard the rumors right? The ones about the Tennyson wannabes that have sprouting about lately?"

Nemesis and Kane stared at each other before glaring at Billy again.

"Dammit Billions! What the hell does that have to do with anything?!" Kane yelled throwing his hands in the air out of frustration.

Billy's eye twitched in irritation at his comrade's tone of voice. "It has everything to do with it. Now answer the question. Have you two heard the rumors or not?"

Gritting his teeth and struggling to not punch his teammate in the face, Nemesis answered. "Yes Billions, we have. Now could you get to the point?"

"The point is, this." Billy said pressing a button.

The computer once again played the recordings of Max and Blake. Kane and Nemesis watched them and their jaws dropped. The last recording played, which showed them destroying the robots easily. As the recordings ended, Nemesis and Kane's eyes twitched, but for different reasons. Nemesis' in anger and Kane's in annoyance.

"So the rumors are true." Kane groaned in annoyance. "Great, now we have to deal two Tennyson's."

"That's not even the worst part!" Nemesis yelled as he walked around throwing his hands in the air. "The only thing that stood in our way of vengeance were the Levins, that Revonnahgander, and the rest of the Plumbers! Now these two brats with Tennyson's watches are in our way as well!" He stopped his walk in front of a wall and punched it, leaving a dent. "Shit! I should've known those ten years of no Tennyson weren't gonna last! Even with him dead, he's still a thorn in our side!"

"You're right." Billy agreed getting Nemesis' attention along with Kane's.

"I am?" Nemesis asked in confusion.

"Yes." Billy confirmed as he brought up images of Blake and Max. "When I found out the new heroes were real, I had Mazuma do research. Their names are Blake Johnson and Max Greenfield. Despite what you may think, they are indeed quite efficient. Together they could pose a problem."

Nemesis and Kane glared him.

"Get to the point, Billions!" Kane said.

"My point is, since they are formidable together, then the simple is thing to do is to separate them." Billy said. Then he grinned evilly. "That way we can remove them from the equation, permanently."

Both of his partners shared the same evil grin as they rubbed their hands together.

"I like it." Nemesis said as Kane nodded. "So, which one do we attack?"

"This one." Billy decided as he pointed towards Max. "Unlike his friend, Max Greenfield is less confident. He's diffident, insecure, full of self-doubt. A little negativity and he shuts down. It'll make attacking and capturing him easy."

"Perfect. So when do we strike?" Kane asked.

"Soon my friends." Billy assured. "Once he's by himself, he's ours."

He and his partners grinned, ready to crush this Ben Ten wannabe.

Xx-The-Vengers'-Vengeance-xX

"And that's pretty much it." Blake finished. Max had arrived a few minutes ago, and Magisters Levins and Blanko had them explain in full detail their fight with the robots.

"I see." Rook said. "You two are lucky you only fought five. Any more and you might not have walked away."

Blake and Max's eyes widened slightly.

"Seriously? Sure they caused a lot of destruction, but how much trouble could they really be in a fight?" Max asked doubtfully.

"A lot." Gwen replied. She then typed on the computer and brought images of the robots on the monitors. "They're from Dimension 12. A dimension where time stood still and devoid of all organic life. The robots you fought are responsible. They mercilessly hunted all life into extinction. Their sole purpose is to wipe out all flesh around them."

"Whoa, Terminator anyone?" Blake joked. His mentors glared at him. "Not the time for jokes, got it. But all jokes aside, those robots weren't like that. The only wanted to do was destroy things all around them. They didn't go after anyone."

"Except us." Max interjected. "Once we attacked, they went right for us. Like it was their true goal."

"Which is weird. If their sentient robots whose sole purpose is extinction, what could possibly change that?" Blake asked.

"The only way I can think of is some changed it themselves. But that's impossible. Someone would have to go to their dimension to do that, someone really smart." Max shrugged, not noticing his mentors' shared looks.

"You are right." Rook said, gaining the teen's attention. "However, unlike what you would assume, it is no alien. It is a human."

"A human?" Blake asked shocked. "What human could do that?"

Rook looked over at Gwen and Kevin and nodded. With a long annoyed sigh, Kevin brought images of Billy, Mazuma, Nemesis, and Kane.

"Boys, this is Billy Billions, one of the smartest and richest people on the planet." Gwen started.

"Wait, I've heard about him!" Max interrupted. "He's the wealthiest person in Bellwood and has the tallest building in town!"

"Oh, you mean that one with the big 'B' on it?" Blake asked and Max nodded.

"Yes he is and yes he does." Gwen confirmed. "It's called 'Billions Tower', and it's filled with some of the most advanced tech on the planet."

"And before you say it, yes, we know that it doesn't seem like a big deal, and if he has such cool tech then he should be a big help to the city and the planet." Kevin said rolling his eyes, immediately making Max close his mouth with a frown.

"You would be sorely mistaken for thinking that." Rook said getting their attention. "The truth is, Billy Billions is Ben's childhood rival, though technically, their rivalry was one-sided, as Ben was completely unaware that Billy even existed."

" 'Childhood rival'?" Blake repeated. "That's impossible, he looks ten years than what Ben would be." He said looking at the image of him.

"That's because Billy was jealous of Ben during middle school, due to the attention he was getting while the so-called genius rich boy was generally ignored by his peers. Unknowingly, Ben had gained Billy's ire as he tried to get rid of Ben with a dimensional transporter ray." Gwen said.

"And it didn't work." Max stated.

"Yep." Kevin nodded. "Instead Ben had transformed into an alien named Diamondhead at the time, which caused the beam to be reflected off his crystalline body and back at Billy. The result was Billy sending himself to Dimension 12. Due to the time-distortion effect of that dimension, Billy found himself stuck at the same age for the rest of his life."

"Oh, the same place as those robots." Blake clarified. "And during his time there, he somehow gained controlled over them. Since he returned, he slowly started to age again. That's why he doesn't look the age he should be."

"You are right." Rook smiled. "The girl is called Mazuma, a female humanoid android constructed by Billy Billions to be his servant and bodyguard."

"So that explains who he and the girl are. But who are the old men?" Max asked.

"The one in orange is a long story, so I'm just gonna give you the short story." Kevin began. "His name is Carl Nesmith, also known as Captain Nemesis and temporarily known as Overlord, was a famous super-hero, as well as a great American icon and Ben's idol, but in reality, he is just a selfish fame-seeking fraud and cold-blooded murderer. After Tennyson showed him up, he went on a rampage and killed anyone he wanted."

"The one in brown is simple. His name is Kane North, also known as Kangaroo Kommando, is the identical twin brother of Abel North, who went around getting his brother framed for his criminal acts. He created a show named after his alter ego but grew jealous because his brother took all the credit." Rook finished. "He was arrested because he tried to explode a bomb on a building."

"Okay, so what makes them such a big deal?" Blake asked.

"Years ago, Billy recruited Nemesis and North and the four of them created a team called 'The Vengers'." Gwen explained.

"Stupid name." Blake said right after, causing Kevin to snort slightly.

"I know right." Kevin agreed.

"Anyway," Gwen rolled her eyes. "after they formed their team, they attempted to take down Ben and take his place as the protector of Bellwood. However, the group was subjected to infighting between its members and therefore they were defeated. And that was the last time we saw or heard from them, until today."

"Well what are we waiting for? Let's go to Billion's Tower and kick some Venger butt!" Blake said pounding a fist into his hand, Max nodding along eagerly.

"No!" Rook snapped, shutting their excitement down immediately. "Despite what you may think of them, the Vengers are not stupid. You are not going to their front door and starting a fight. Until we know what they are planning, you will take no action. Understood?"

With depressed frowns and mumbling under their breath, the two teens nodded.

"Good. Now you two go. We'll call you if anything changes." Gwen dismissed.

With a final nod, Blake and Max turned and walked towards the elevator.

"That was a bummer. Really wanted go beat up some old wackos." Blake groaned. Then he shrugged. "Oh well, guess not. So, what's the plan for this weekend? Movie? Arcade?"

Max sighed and rubbed a hand through his hair. "Actually Blake, I can't make it."

"What? Why?" Blake asked.

"My parents weren't happy with me getting detention again, so I have to stay home. They're expecting to see me at home Monday afternoon. Sorry man." He explained apologetically.

"Oh man." Blake groaned. "At least that doesn't so bad, guess we could hang out at your house."

"We can't do that either." Max denied.

"Why not?" Blake inquired.

Max sighed again and pulled out a paper from his pocket. He handed it to Blake and explained. "Well for one, my parents want me to stay away from you for the weekend." Blake groaned in annoyance. "And secondly, after Mr. Jones gave me detention this morning, I ran into Jenna. She has this history report due Monday and she's making me do it."

"What?" Blake exclaimed as he lowered the paper and stared at Max incredulously. "And why would you do that?!"

"She said that if I didn't, she'd start a disgusting rumor about me." Max explained.

"A rumor about what?" Blake asked slowly.

Looking side to side quickly, Max leaned over and whispered what Jenna had threatened him with.

Blake's eye's widened and his face turned bright red. "Oh. Gross."

"I know right." Max agreed.

Glancing around and trying to forget that, Blake tried to speak out against it but was cut off.

"Max!"

Flinching at the harsh tone, the teens turned and saw Kevin stomping towards them with a glare.

"Look Kevin, I know what this is about but I can explain!" Max said frantically in an attempt to defend himself.

Unfortunately, his mentor wasn't interested as he waved him off, silencing him.

"Oh really? You can explain why you missed training this afternoon?" Kevin asked. Max tried to, but no words came out his mouth. "Didn't think so. Need I remind you that your training isn't something you choose to do, it's mandatory. I don't know what's gotten into you, but I told you I expect you to be here for training when I say so."

Max's gaze instantly dropped to the floor. His fists clenched as he shook with rage. He already had to hear something similar to that earlier today, there was no way he was gonna stand here and take it again.

"Well? What do you have to say for yourself?" Kevin asked. No response. "Excuse me, I asked you a question." Still no response. "Look, I don't know what you're deal is, but you are not gonna stand there and ign-!"

"SHUT UP!"

Time seemed to stop as Max snapped and punched Kevin in the face, sending the Osmosian down to the ground, a hand rubbing the bruise that was stinging already, while Blake and everyone else stared at them in shock.

Kevin groaned and slowly looked up to see Max glaring down at him.

"What the hell, Max?! What's wrong with you?!" Kevin yelled as he got up.

"Me?! What's wrong with you?!" Max countered. Kevin's anger faded briefly as he raised an eyebrow in question. "You don't seem to understand that I have other things going on in my life besides this hero job! I have to go to school, remember?! And to answer to your question, I missed training because thanks to your stupid early morning sessions, I got detention!"

"Detention? You missed training because of detention? Are you kidding me?!" Kevin exclaimed.

"Yes detention! In case you forgot, I still have to go to school! I have to be there at 8:00 sharp! But thanks to your stupid training sessions, I've been late to school every day this week. As a result, my teacher gave me detention!" Max yelled back.

"That's not my fault! You're the one who can't seem to make time for anything lately! Also, in case you forgot, this "hero job" is more important than detention! If you can't handle it, then maybe you shouldn't do it anymore!" Kevin yelled shocking everyone watching.

"Fine then! I'm outta here!" Max yelled storming to the elevator.

Shaking out his stupor, Blake ran to catch up.

"Hey Max, wait!" He tried but the elevator door closed before he could reach him.

Blake punched the door before turning to Kevin with a dark glare.

"You say anything, I swear I'll take the Biomnitrix away right now!" Kevin threatened.

Blake didn't respond, just crossing his arms, his glare never fading.

Xx-The-Vengers'-Vengeance-xX

Meanwhile.

Billy was sitting in his chair, watching his monitors. He'd been watching the city for a couple of hours now, waiting for any signs of Max.

It was approaching nighttime, Nemesis and Kane had already gone to sleep, and Mazuma had decided to recharge her systems so she shut down. She requested that Billy do the same, but the billionaire was adamant.

So with his team asleep, Billy monitored the city. His eyelids began to close and he nearly fell asleep. He was blasted awake when his alarm went off.

'TARGET FOUND!'

'TARGET FOUND!'

'TARGET FOUND!'

Billy jumped out of his seat, his grin growing at the footage of Max walking down the sidewalk.

"Finally, got you." He laughed. Then he pressed a button and the intercom sounded off.

"Nemesis, Kane, wake up get up to the main deck! Our target is now in the open!" Billy ordered.

He then pressed a few buttons and turned to the corner. Mazuma's shot up, her eyes glowing red briefly, before looking towards her master with a smile.

"It's time to strike Master Billy?" She asked.

"Yes Mazuma, it is." Billy confirmed.

The doors opened and their other two teammates walked in, both in full armor and both looking irritated.

"This better be good Billions." Nemesis yelled.

Billy only responded by rolling his eyes. "If you heard me on the intercom, you would know that it is." Then he pointed to the screen. "The boy is finally in the open, now is our chance to strike!"

Nemesis and Kane looked at the screen, seeing the young hero walk down the sidewalk, his hands stuffed in his pockets, his frame slumped forward, as he dragged his feet across the ground.

"Awe, the poor kid seems to have had a bad day." Kane said in fake sympathy. Then he grinned evilly. "Let's go make it worse."

Xx-The-Vengers'-Vengeance-xX

Max mumbled curse after curse as he angrily made his way home. He and Blake were at the base longer than he thought. The sun had set hours ago so he was walking home in the dark. Good thing his parents were out of town, otherwise he'd be dead meat.

His mind kept replaying the last hour over and over. He felt bad for ignoring and brushing Blake off, but he was too angry. It took all his restraint not to go back there and punch Kevin on the other side of his face, so he could have a matching bruise.

"Stupid arrogant piece of shit." Max whispered to himself. "What will it take for him to learn that I'm not Ben? Unlike him, I have to juggle school life and this hero life."

Another part of him, the reasonable part, argued that in order to be a great hero like Ben Tennyson, he has to learn how. That means he has to train, and train hard.

"But that doesn't mean it's okay for him to constantly berate me over every single mistake I make." Max argued with himself. "Besides it doesn't matter anymore, he fired me."

Stopping in his tracks, Max pulled his hands out of his pockets and ran them through his hair.

"Could this night get any worse?" He asked out loud.

Once again, he jinxed himself as a missile flew towards him from behind, exploding and sending him flying to the side and colliding into a tree.

"AHH!" Max yelled as he fell to the ground. "Really gotta stay away from Blake." Despite the pain in his side, he got to his feet and looked around. "Alright, who's there?! Show yourself?!"

The only answer he got was the sound of another missile heading his way. Max quickly looked around for any sign of it, once it was in sight, he quickly barrel-rolled to the side, causing the missile to hit the tree, destroying it.

"I'm really not in the mood! So whoever you are, show yourself now or get lost!" Max yelled.

"Whoa, temper, temper." A well-mannered voiced taunted from behind him.

Max quickly turned to the source and groaned out loud. Of course. The one night he has a huge argument with one of his mentors, he gets ambushed by the very people he and Blake were told to stay away from. He cursed whatever deities were laughing at him at the moment.

Standing there with the same cocky and arrogant smirk villains, was none other than Billy Billions himself, wearing the same purple tuxedo Max saw in the picture back at the base. To the right of him, was what Max assumed was his robotic bodyguard Mazuma. To the right of her, was Kangaroo Kommando, wearing the same brown armor. Finally, to the left of Billy, was Captain Nemesis, wearing his usual orange armor.

"You're right, Billions. I thought this one was the polite one." Nemesis said.

Max just rolled his eyes. "Oh, I'm sorry. I seemed to have forgotten my manners. Must've been the missiles you shot at me." This caused them to chuckle. "You must be the Vengers I heard about. It's an honor to meet you." His voice dripped with sarcasm.

"And you must be one of those two new heroes we heard about." Kane grinned using the same tone of voice. "We've been wanting to meet you and your friend for a while now."

"Oh joy, lucky me." Max said. "So to what do I owe this unwanted introduction?"

"It's quite simple." Billy said as he took a step forward and walked around Max. "We've been planning our revenge for a while, and now we're finally ready." His voice sending chills down Max's spine. "The thing is though, you and your friend are in our way." He finished his walk, now standing to the side of Max. "So no hard feelings, but you and him have to be removed. Immediately!"

Then he quickly turned to Max again, arm stretched out, his palm facing the teen. Before Max could react, millions of miniature nanobots scatter over Billy's arm, forming a laser cannon. It fired, hitting Max in the chest, sending him into a bush.

Already pissed at Kevin and their earlier sneak attack, Max spat out some leaves and jumped up, glaring all four of them and the Ultimatrix dial raised up.

"Alright, you wanna play?! Let's play!" Max yelled. Then he slammed his hand on the dial and was engulfed in bright green light.

"BIG CHILL!" The moth-like alien yelled out as the light faded.

"Bring it on!" Big Chill yelled as his wings expanded.

"With pleasure!" Nemesis grinned as he, Kane, and Mazuma all charged.

Big Chill expected this and shot up. The three stopped in their tracks and looked up at him. Big Chill then flew forwards and fired a blast of ice. They all jumped to the side, avoiding the attack, causing Big Chill to freeze the ground.

"Our turn!" Kane grinned as he pulled out three kangarangs.

He threw them, but Big Chill went intangible, making them go through him and exploding in the air. Big Chill then flew forward and through Kane, freezing him instantly. He attempted to do the same to Nemesis and Mazuma but they jumped out of the way. As he flew into the air, Big Chill became tangible again and faced the remaining Vengers who weren't frozen.

"One down, three to go." Big Chill taunted with a grin.

"Oh no, you got us." Billy whined as he joined his teammates.

Then Kane's armor started glowing red, causing the ice around him to melt and Big Chill's eyes to widen and lose his grin.

"Not." Nemesis smirked as Kane broke out of the ice.

"No way!" Big Chill yelled.

"That all you got, kid?" Kane smirked, ready for round two.

"Hardly!" The Necrofriggian growled as he swooped in the air dived down.

This time however, Mazuma, who had been waiting for this, jumped in the air and punched Big Chill in the face. The Necrofriggian was diverted off his original course and slammed into the ground.

"Ugh." Big Chill groaned as he rubbed his jaw.

He then looked up and barely had enough time to react as Mazuma attacked him again. The she-bot threw punch after punch and kick after kick, causing Big Chill to move side-to-side in order to dodge, unable to do anything else. Mazuma glared and faked an attempt at a punch to the face. As expected, Big Chill moved his head to side, but didn't see the kick to the side coming.

"Ack!" He yelled out as his eyes widened in pain as he backed up and clutched his side.

Mazuma grinned and threw another kick, but Big Chill reacted fast enough and went intangible, causing her kick to go through him and her leg to encased in ice.

"Nice try, Toaster Oven." Big Chill teased managing to fly in the air. Mazuma looked up at him with glare. "You can't hit what you can't touch!"

Unbeknownst to him, Nemesis activated his jetpack and flew into the air behind him.

"But I can!" He said getting Big Chill's attention. Nemesis then grabbed a disk from his belt and threw at his enemy. Big Chill remained intangible, expecting the projectile to just go through him. However, once it went through him, it exploded with electricity, sending thousands of bolts throughout his body.

"AAAAAAAHHHHHHH!" Big Chill yelled out in pain as the electricity went through his body.

Eventually it faded, and he fell to the ground smoking. He landed on his hands and knees, breathing heavily.

"That's impossible. I was intangible, how could that thing have hurt me? Let alone touch me?" Big Chill asked out loud in between breaths.

"I can answer that for you." Billy's voice said.

Big Chill looked up and glared as Billy and the others stood in front of him.

"You see," Billy started as the tiny nanobots scattered over his head, forming a helmet. "years ago after we first formed and Tennyson defeated us, we went into hiding. Of course you already know that. So during our years of hibernation, we did research."

"What kind of 'research'?" Big Chill grumbled as he shakily got to his feet.

All four smirked.

"This kind!" Nemesis yelled throwing his out and firing blast of heat.

Big Chill instinctively went intangible but the blast still hit him, making him tangible again and throwing him back. The young hero landed on his back, his body smoking. He slowly sat up and glanced to the sky, his eyes widened as he saw Mazuma jumping in the air and falling towards him, intending to slam her foot down on him. He quickly phased through the ground, causing her to implant her foot in the ground. Big Chill then rose up from the ground couple feet behind her.

"Alright, I need help." He realized. He went to touch the Ultimatrix symbol but a kangarang hit his hand and exploded.

"Ouch!" Big Chill yelped in pain looking at Kane who was smirking.

"Uh, uh, uh, Boy. This is between us." Kane taunted. His boots then changed to kangaroo legs-shaped spring shoes and he jumped in the air. He intended on landing on Big Chill, but the Necrofriggian's wings shot up and he flew backwards into the air, causing Kane to land on the ground.

"Missed me." Big Chill grinned but Kane's smirk never faded.

While Big Chill was distracted, Nemesis activated his jetpack and shot into air. He quickly approached the moth-like alien and tackled him from behind. Big Chill tried to turn around and fight back, but Nemesis threw his arms around him and grabbed his arms, restraining him. They fell back to the ground, Nemesis still restraining Big Chill. He went intangible but Nemesis' suit started glowing bright, making him unable to.

"Mazuma, get him!" Billy ordered.

Mazuma nodded and instantly ran forward. Big Chill struggled, trying to free his arms but failing. Before he knew it, Mazuma was in front him and started punching him rapidly. Big Chill tried to fire a breath of ice, but the blows to his head made his vison blurry. After a few more blows, Mazuma stopped her onslaught and Nemesis threw Big Chill to the ground.

As the Necrofriggian struggled to stand and get his vision back to normal, the Vengers regrouped.

"Aw, look at the little hero." Nemesis said with obvious fake sympathy. "I almost feel sorry for him."

"I know right." Kane said smirking. "This is so easy, it's almost boring. I thought he'd at least put up a fight."

"Enough!" Billy snapped at them. "Let's end this." Then he snapped his fingers.

Kane quickly pulled out a kangarang and threw it at Big Chill. It exploded and ensnared him with a tight cable. Billy then quickly blasted Big Chill in the chest again, causing him to change back into Max.

Max struggled to stand up but the pain he endured throughout the fight came back in full force. As the Vengers approached him, his vision turned blurrier than before and everything went black.

Xx-The-Venger's-Vengeance-xX

The next morning, Blake entered the elevator. As it went down, he thought about last night. A hours after Max stormed out, he tried to go check on him, but he when he got to his house, Max never answered. He knocked and ranged the doorbell a couple times, but nothing. After a few more minutes, of no answer, Blake gave up and went home himself.

"Probably too angry to talk. Hope he's okay." Blake said to himself.

Soon the elevator dinged, and Blake walked out. To his surprise, he saw several plumbers running around frantically, the alarm going of rapidly, and Gwen and Kevin surrounding Rook, who furiously typed away at the main computer.

He quickly ran up to them and tapped Kevin on the shoulder.

"What's going on?" Blake asked as Kevin turned to him.

"We had a breach in security earlier this morning." Kevin explained as he and Blake watched Rook desperately worked to figure it out. "We're trying to find the source."

"But this is Plumber H.Q." Blake said frowning. "Who could possibly be smart enough to-"

"We are receiving a transmission!" Rook yelled suddenly, cutting him off.

They all stared as all the screens turned to static. Eventually, an image came through, revealing to be Billy with a smug grin.

"Hello Plumbers, it's been a while." He said making them all glare except Blake.

"Billy Billions." Rook recognized. His glare deepened. "The last person I expected to be able to hack our systems."

"Oh Rook, you wound me." Billy fake sighed. "I'll admit your technology is more advanced than I thought, but it should be no surprise I was able to breach it. After all, I come from a long line of geniuses." He laughed, annoying them all.

"Wow. His forehead's actually smaller than his ego." Blake joked getting Billy's attention.

"Oh, you must be Blake Johnson." He glared. "The other Ben Ten wannabe."

"You heard of me, I'm flattered." Blake rolled his eyes. Then he thought about the rest of Billy's sentence. "What do you mean the 'other one'?"

Billy's grin returned in full force as he laid back in his seat. "Well you see, my friends and I ran into your friend last night."

"What?!" Blake yelled as he pushed Kevin, Gwen, and Rook out of the way and slammed his hands on the table. "What did you do?!"

"Whoa, you and him are so much alike, same temper." Billy laughed. "In fact, it was that same temper that made capturing him so easy."

"You what?" Blake growled.

"Well you see, the Vengers and I had this plan of staging a big 'We're back!' party. But first, we decided to give you fools a little taste, so we sent those five robots." Billy then frowned. "We didn't, however, plan on them getting destroyed by two immature little brats."

"Immature? That's rich coming from fifty something year old man-child ." Blake smirked causing his magisters to struggle not to laugh.

Billy glared as he leaned closer. "Anyway," he continued growling. "we decided to see just how tough one of the brats were. So we chose the younger one." He then grinned again. "I must say it was WAY easier than we thought it'd be. He was so angry already, we didn't have to say anything. Like I said, it made ambushing and capturing him so much simpler." Then he leaned back and inspected his fingernails. "I do wonder though, what happened to make him so mad? It must've been pretty harsh."

Blake's fists clenched and his jaw tightened as he, Gwen, and Rook sent glares over at Kevin who didn't notice.

"What do you want, Billions?" Kevin demanded.

"Oh Levin, always a buzzkill." Billy sighed as he lowered his hand. "What I want is simple." Then he leaned in closer than before. "I want you Plumbers to surrender. If not, I'll unleash every robot from Dimension 12 onto Bellwood and the rest of the planet. Choose wisely, Plumbers. You have only one hour." Then the transmission ended.

It was silent for a while before a Plumber spoke up.

"I've traced the broadcast signal to Billions Tower, Magister Blanko." The Plumber said.

"Yes, thank you." Rook said before turning to Blake and his fellow magisters.

"I can't believe Billy and the other Vengers would take anger out on Max. He's just a kid." Gwen shook her head in disgust.

"I can't believe he tried to take them all on by himself." Kevin said disappointed.

"What?!" Gwen, Rook, and Blake yelled in rage.

"You heard me. He was so angry and desperate to prove himself that instead of calling for help, he took on all four of them alone. It's no wonder he was defeated." Kevin then facepalmed. "This is exactly why I assigned him all those training sessions, so he could gain control over his emotions. Seriously, what do I have to do get it through his thick skull?"

"SHUT UP!" A loud and deep voice yelled.

Then Kevin felt something punch him so hard he went flying into a wall, leaving a dent. With blood spilling from his nose, Kevin looked up and saw Fourarms standing above him glaring.

"What the hell, Johnson?! What's wrong with you?!" Kevin demanded. The only response he got was the tetramand grabbing him by the throat and slamming him into the wall again.

"I've had enough of you! I've stood on the side and watched you treat Max like shit for too long!" Fourarms roared. "You expect us to be perfect, you expect us to know everything, you expect us to be like Ben! Here's a news flash for you, we're not Ben!"

Kevin glared at him but said nothing.

"We're just two completely random kids! We're still new to this! There's still so much we have to learn, but we can't do that if all you do is yell at us!" Fourarms yelled.

Kevin looked to the side and saw both Gwen and Rook nod their heads then looked to the ground.

"I told you that criticizing and antagonizing Max wasn't gonna help! But you wouldn't listen, and look what happened! Since all you did was destroy his confidence, he thought that if he took all them down alone, you would finally get off his back! Honestly, you deserved that punch in the face he gave you! If it was me, I would've done worse!" Fourarms finished as he had to catch his breath.

Kevin still didn't say anything, keeping his gaze on the ground.

"Honestly, you're almost as bad as his mom!" Fourarms continued. Kevin's head instantly shot up as his eyes widened along with Gwen's, Rook's, and every other Plumber who was watching. "Oh, you didn't know that did you? Of course not! Because you never took a chance to ask him why his home life messes with his hero life! He has to constantly try his absolute best to meet his mom and teacher's stupidly high expectations, otherwise they consider him a disappointment!"

Kevin opened his mouth to say something but found himself speechless. Instead he closed his mouth and returned his gaze to the ground, deep in thought.

Fourarms scoffed and dropped him to the floor, then walked to the elevator, changing back into Blake.

"Blake, where are you going?" Rook asked.

"To save my friend." Blake answered.

"You cannot just walk in there without a plan!" Rook yelled.

"Watch me!" Blake yelled back before entering the elevator.

Rook sighed as the elevator door closed then turned back to Kevin.

"Guess I deserved that, huh?" Kevin asked silently looking up. Gwen and Rook just glared at him.

Xx-The-Venger's-Vengeance-xX

Max groaned as he slowly came to. His vison was still blurry but he blinked rapidly, and soon his vision returned. Once he was able to see again, Max looked around and saw he was in a dark room. The only light was the one shining above him.

"What happened last night?" He groaned as his head was still throbbing with pain. "More importantly, where am I?"

He tried to move, but found himself stuck in place. Quickly looking at his hands and feet, Max saw that he was suspended by chains hanging from the ceiling, connected to his hands, and chains on the floor connected to his feet, immobilizing him completely.

"Seriously, what happened?" Max asked out loud again. "All I remember is getting into a screaming match with Kevin and then-"

He was cut off when memories came flooding back. He and Kevin had an argument, he stormed out of HQ, and as he was on his way home, he was attacked. He tried to remember who specifically, but every time he tried, his head would hurt.

"I was ambushed." Max remembered. "I tried to fight back, but I was outmatched. My attackers knew everything Big Chill could do and how to stop him. As if they studied him."

"You're right." A voice from in front of him commented. "You really are the smart one."

The rest lit up and Max's eyes shut as they adjusted to the bright light. Once his vision returned, he saw the same man from last night wearing the same purple tux holding a wine glass. Next to him was the same woman with arms crossed.

"You're two of the people who attacked me last night." Max glared.

"You seem to have forgotten our names." The man noted as he took a sip of his wine. "Then again, after having so many blows to the head, it would make sense you would lose some memories." Then he stood up and walked over to Max. "So allow me to reintroduce ourselves. I'm Billy Billions." Then he gestured to his assistant. "and this is Mazuma."

Max's eyes widened again before his glare returned, way harsher than before.

"Oh yeah, the Vengers." He remembered. "Where are the other two?"

"Oh they're upstairs. Getting the portal ready." Billy answered.

"The portal?" Max asked. Then he narrowed his eyes. "So you are the ones who sent those robots from Dimension 12."

"Indeed we are." Billy confirmed sipping some more wine. "That part of our plan worked perfectly." Then he smirked. "However, our ambush didn't. We were hoping that before we captured you, you would've put up more of a fight."

Max's glare returned.

"Then again, considering we knew Big Chill's strengths and weaknesses, it makes since that we kicked your ass so easily." Billy shrugged as Mazuma poured him some more wine.

Max just rolled his eyes. "Is this the part where you explain your history and your evil plot?"

Billy frowned as he walked away. "Geez, you're no fun at all." He grumbled. "But yes." Then he walked over to a nearby desk and took a seat.

"I'm just gonna make this short so listen." He took another sip. "After our defeat at Tennyson and his partners hands, cops were after us. Everywhere we went, there they were. No matter how many we wiped out, more and more kept coming."

Max glared again, deeper and more intent than before at the fact Billy admitted he and his teammates killed a lot of people.

"Eventually we had to go into hiding. It was suffering, but as the years went by, everyone seemed to forget we existed. Which benefited us greatly." Billy said.

"Oh please, do elaborate." Max said.

"I will." Billy grinned, annoying Max even more. "With the authorities finally off our backs, we began our new and better plan of revenge on Tennyson." He took a sip of wine. "It was a long and difficult process, but we finally came up with this." Then he flashed out a small hard drive.

Max blinked.

And blinked again.

Then again.

And again.

He just looked at Billy blankly.

"What is that?" Max asked bluntly.

"Seriously?!" Billy raged. Max just blinked again. "I thought you of all people would realize what this is." He grumbled. "Allow me to explain. After we were finally left alone, we began our plan of revenge." He put the hard drive down. "We began a study, a study of every alien Tennyson most often used, we've seen him use, or used at all. Soon we had full list of every alien Tennyson ever had."

"Congratulations." Max said sarcastically.

"Anyway, we spent the next many years looking up every single one the aliens we wrote down in the A.L.D.B." Billy explained.

"The Alien Lifeform Database." Max said.

"Exactly." Billy grinned as he got up and started to walked around Max. "We spent years studying each and every one of them. Jotting down their strengths and weaknesses, everything there was to know." Then he stopped to inspect his fingernails. "After that, we began using my systems to come up with the perfect counter-measures for them. Once we had those over and done with, we just needed the right equipment." He furiously swiped his hand away. "But the Plumbers got in the way!"

"Oh no, that's horrible." Max smirked.

Mazuma made a move to strike him for his insolence but Billy held up a hand and stopped her.

"It was, truly horrible." Billy whined. "After our disappearance, the Plumbers raided both mine and Nemesis' towers. Shut down all systems, took all of our computers, and destroyed all our weapons."

Max just nodded. "Of course, that explains it."

Billy and Mazuma turned to him.

"Explains what?" Billy asked frowning.

"Why y'all haven't done anything all these years. Why you've waited." Max realized putting it together. "After losing everything, you three had to start from scratch. So you spent the last ten years scrapping and salvaging any technology that could help you create your weapons. Once y'all had your suits and technology ready, you spent the rest of the time building a portal to Dimension 12."

Billy was silent for a moment, slightly shocked that Max easily put the rest together, before he grinned.

"Exactly." He confirmed. Then he pulled out the hard drive. "Since we had all that done, we put all our data into these. We plug them into our suits then all we have to do is scan whatever alien you or your friend turn into."

"So it didn't matter who I became." Max frowned.

"Nope." Billy smirked. Then he went back to his seat with Mazuma following and picked up his wine glass again. "Now that we're back on the topic, that was way too easy." Max glared. "Seriously, we didn't even have to get under your skin. You were so angry, that predicting your attacks was child's play." Then he finished off his wine glass. "No wonder Kevin and you're parents consider you a disappointment."

Despite how hard he tried to keep his glare going, Max's face dropped, as the words of his mom, Mr. Jones, and Kevin echoed in his head.

Do better!

with your intelligence….. way better from you

unacceptable

expect better from you

shouldn't do it

"Awe look Mazuma, I think I hurt his feelings." Billy taunted before laughing out loud.

'BILLIONS!' came a loud voice over an intercom.

Stopping his laughter and grumbling about 'ruining his fun, Billy pressed a button on his computer and responded.

"What is it now, Nesmith?" He asked annoyed.

'The portal is ready, we're at maximum power. Time to begin!' Nesmith said.

"On my way." Billy said as he got up and walked over to an elevator nearby. "So sorry to leave all of a sudden, but I have an invasion to begin."

"Shall I finish him, Master?" Mazuma asked making Max gulp.

"No, let him hang around for a while." Billy grinned. "It's not like he's going anywhere."

Mazuma nodded and they both entered the elevator which then went up, leaving Max alone again.

"Wow, that could've gone better huh?"

"What?!" Max yelled as he managed to turn his head and look behind him. He frowned when he saw a familiar dark grey figure come through the wall.

"Dang it, Blake! I thought I told you not to do that!" He whisper-yelled.

Ghostfreak shrugged, still intangible.

"Sorry, but I couldn't show when he was still in here." The one-eyed specter stated.

Max rolled his eyes. "Whatever. Just get me out of here."

Ghostfreak nodded then went to the cuffs holding Max's feet.

"The sooner we get you outta here, the sooner we do what we do best!" Ghostfreak laughed.

"And what's that?" Max asked.

"You know what." Ghostfreak stated as he freed Max's hands and gently carried and placed him on the ground. We go up there, shut down their scheme, and then kick some ass!"

"You mean that's what you do best." Max corrected glancing away.

"No." Ghostfreak frowned. "I mean what we do best." He then floated over into front of Max. "What's wrong with you?"

"Nothing." Max answered turning away.

"Oh no." Ghostfreak glared moving in front of him again. "Don't start that crap. What is it?"

"Forget it, Blake." Max said stubbornly turning away.

"Okay, now you're pissing me off." Ghostfreak growled as he grabbed and forcefully turned Max back to him. "Either you tell me now, or I possess and make you!"

Max quickly turned to him slightly afraid. "You can't do that!"

"Ohohoho, try me, pal." Ghostfreak challenged.

Max studied the ectonurite's face carefully, seeing the look in his eye was serious.

"Okay, I'll talk." He finally complied.

Ghostfreak nodded and backed up, crossing his arms and waiting expectantly.

"The truth is, you're better off without me." Max confessed.

"What?!" Ghostfreak yelled in shock.

"Oh c'mon, you know it's true." Max began explaining his reasoning. "I keep missing training, I'm easily caught off guard, and I keep disappointing everyone around me." Then he quickly plopped down and looked at the ceiling. "Maybe I'm not cut out for this after all."

"Is this about what Kevin and your parents said?" Ghostfreak asked.

No response.

Ghostfreak sighed and slapped the symbol on his chest, changing back to Blake.

"Max, you know none of that is true." He said calmly.

"Pfft. Yeah right." Max scoffed.

"I'm serious, Dude." Blake stated as he grabbed Max and made the younger teen face him. "You're one of the bravest and smartest people I've ever met. No matter the challenge or obstacle, you always succeeded. Even when you failed, you always got back up."

Max looked down in thought.

"And who cares what Kevin, your mom, or your stupid teacher thinks? What they think doesn't matter. It never has and never will. All that does matter is what you think of yourself. Don't let what any of them or anyone for that matter say bring you down. From now on, ignore them, shake it off, and carry on with your life. Alright?" Blake finished.

Max took a while to respond, but when he did, he took a deep breath and look up at Blake and grinned. "Alright. Thanks Blake."

"Hey no prob." Blake grinned back. Then quickly shared a bro hug.

"You know I'm surprised. You managed to say all that in calm voice." Max joked. "I was expecting you to yell."

"Yeah, I'm surprised too." Blake agreed. "Don't get used to it."

Then they both got up.

"Alright, we need to get up the main level." Max decided. "There's no telling how much time we have before-"

He was cut off as he and Blake were then electrocuted from behind.

"AAHH!" They yelled in pain before falling forward.

Gritting his teeth, Max and Blake got up slowly and looked behind them and saw Nemesis holding his hand out with smoke coming off it while Kane walked out from behind him.

"Sorry boys, but we need you two to come with use." Nemesis grinned.

Before either Blake or Max could react, Kane whipped out two kangarangs quickly threw them. The two projectiles exploded once they got closer and ensnared the two teens' arms by their sides in tight coils. They fell again as struggled to get free.

"Don't even bother. My lines are enhanced with titanium." Kane smirked as he watched them struggle pointlessly.

"Now, we're needed on the top floor. We would be honored if you would join us." Nemesis laughed as he and Kane grabbed each grabbed one of teens.

Despite their protests, the two villains shoved Blake and Max and forced them into the elevator. After few minutes of silence, the quartet made it to the top floor. Kane and Nemesis once again shoved the teens, forcing them to walk. Grumbling under their breath, Blake and Max looked around the massive room. They had to admit, the technology was impressive. Massive generators, huge computers, and as they looked at the opposite end of the room, they saw the giant portal.

"At least we found where they came from." Blake muttered to Max who rolled his eyes.

Their two foes continued to shove them until they were in front of Billy and Mazuma, who were waiting for them.

"I knew you were gonna come save him by yourself." Billy smirked. "It was only a matter of time."

Blake and Max glared as once again tried to free themselves.

"But now that you're both here, you two have a front row seat to our triumph." Billy grinned as he quickly pressed the button and activated the portal.

The machine powered on and the vortex spawned. The wind blew, nearly knocking everyone there over, as the vortex grew bigger and bigger. Blake and Max squinted as they tried to see what was going on. Soon many more of the Dimension 12 robots came through, quickly filling up the whole room.

"Hahahahahahahahaha!" Billy laughed out loud as he raised his hands in the air in joy. "Our time has come!"

Mazuma smiled at her master's joy as Kane and Nemesis both laughed out loud.

"No it has not!" Max yelled as he and Blake stood up straight.

"Oh?" Kane grinned as he and his fellow Vengers stood in front of the robots who waited for Billy's command. "And how are you two gonna stop us?"

"Yeah, you're a little tied up at the moment." Nemesis joked.

Max and Blake turned to each other, smirked, then turned back to their enemies.

"Like this!" Blake answered. "ARMODRILLO!"

To the Vengers' horror, the young hero was engulfed in green light and the coil around him snapped off. When the light faded, they saw a yellow ten-foot-tall alien with an armored, robotic-like body. His head similar to a Greek Corinthian helmet with two ears on it, giving him the appearance of an armadillo. He also had a gray tail and jackhammer parts on his elbows, wrists and hands.

"Oh yeah!" Armodrillo laughed as he glared at the Vengers who backed away slowly. He then turned to Max and ripped the coil off of him.

"My turn!" Max grinned as the Ultimatrix dial rose up and he slammed his hand on it.

He was then engulfed in green light. Once it faded, there stood a slim human-sized alien with blue and black fur covering his bodies. He had black fins around his face that end in points, resulting in a mask-like appearance. His legs and elbows also have long spikes on them.

"FASTTRACK!" the feline alien yelled out.

The two aliens both raised their fists and got prepared to fight.

"Billions, what's the plan?" Kane growled as he looked at his team leader.

Billy didn't respond at first, just clenching his fists and boiling with rage.

"Master Billy, what do we do?" Mazuma.

Still no response.

"Billions, I know you hear us, what do we do?!" Nemesis yelled.

That seemed to do the trick as Billy stormed over to his desk and grabbed remote of some sort and turned to the two aliens.

"I'll tell you what we do," Billy said as he turned the remote on, which became purple armor over his body with a helmet. "Destroy them!"

Kane, Nemesis, and Mazuma all nodded and charged forward as did the robots.

"I'll handle the robots, you handle the quartet rejects." Armodrillo said as he planted his arms onto the ground.

"Gladly." Fasttrack agreed as he cracked his knuckles. "I owe them some payback anyway."

Armodillo nodded then blasted himself up and tackled the robots.

Mazuma was the first to reach Fasttrack. She jumped up and attempted to land a kick like before. Fasttrack braced himself, but to his surprise, time seemed to slow down. He dropped his arms and looked up as Mazuma and the others moved in slow-mo. He moved his limbs and saw that he was still moving normally. Looking back up at Mazuma, Fasttrack merely took a few steps to side.

The robotic assistant landed, her foot implanted in the floor. Her eyes widened when saw Fasttrack standing to side, arms crossed.

"Sorry Robo-dork, little too slow." Fastrack grinned.

Mazuma growled and quickly got up and charged him, throwing punches and kicks. Fasttrack smirked, using his newfound super speed, simply moved side-to-side, dodging every hit and infuriating Mazuma more.

"Seriously? Are you even trying?" He taunted.

He didn't get to enjoy for much longer as he was blasted off his feet, flying sideways and landing on his back.

"Did you forget about us?" Nemesis smirked as he and Kane stood next to each other.

"Honestly? Yeah, I did." Fasttrack admitted as he got up. "Now, I'm taking you down."

With a laugh, Nemesis and Kane ran forward and met Fasttrack head on.

"Oh yeah!" Armodrillo laughed as he threw the robots around like ragdolls.

He never used this alien before, but he's glad he did now. This alien was strong, stronger than Humongousaur and Four arms. He could feel it. That strength allowed him to tear through the robots with absolute ease, like they were nothing.

"C'mon you tin cans, at least make this a challenge for me!" Armodrillo laughed as he threw one into another, making them explode.

"Ow!" He yelled as something stung him a bit from behind.

Turning around, the massive yellow alien saw ten more of them standing there, their glowing red eyes staring at him with smoking come off them.

"Oh you wanna play that way? Then let's play!" Armodrillo said as he raised an arm up and slammed on the ground.

Then he began pumping the jackhammer piston on his elbow. The result caused the whole ground to shake and crack, making it unstable for robots and everyone else to stand. Soon the floor beneath the robots gave away, forcing them to fall down many floors. Armodrillo grinned as he heard them eventually hit the ground and blow up as a result.

"That all you trashcans got?!" He taunted. Then something zapped him from behind.

"AAAAAAAHHHHHHH!" Armodrillo yelled out in pain as electricity surged through his body.

Eventually it stopped and Armodrillo fell to his knees and placed his hands on the ground, smoke coming off his body. Breathing heavily, he turned and saw Billy standing there.

"You didn't think we forgot your aliens' weaknesses did you?" Billy smirked under his helmet.

"No, just hoped." Armodrillo admitted. Then he slowly got up and raised his fists. "Now I'm gonna crush you!"

"Hmph." Billy scoffed as he crossed his arms. "You're gonna have to get through them first."

"Who?" Armodrillo asked. Billy pointed behind himself.

Armodrillo's eyes widened as he saw way more robots standing behind Billy.

"Little bit of advice hero, as long as the portal is active, they will keep on coming." The former billionaire advised. Then he turned to his robots. "Destroy him!" He pointed to the massive yellow alien. "Priority Alpha."

The robots stared at Armodrillo, their eyes glowing red.

'LARGE YELLOW TARGET IDENTIFIED. COMMENCING TERMINATION' One of the robots said as it and the others charged forward.

"Oh maaannnn." Armodrilllo groaned as the robots tackled him and forced him to fall backwards down the hole he made.

"Blake, no!" Fasttrack yelled as he pushed Kane and Nemesis off of him and ran to the hole as fast as he could.

But, before he could jump down it and attempt to help his friend, faster than he could react, Billy grabbed his arm and twirled him around. Then het let go and sent Fasttrack flying into the wall.

"Ow." Fasttrack groaned as he rubbed his head. "What was that?"

"It's quite simple." Billy smirked under his helmet as he rejoined his team. "Out of Tennyson's speedy aliens, this one is the slowest. Allowing us to easily predict and counter your every move."

"Basically it makes you so predictable." Kane laughed bringing out three more kang-a-rangs.

"Predictable?" Fasttrack repeated getting up. "Slowest?" Then he turned to them, fists clenched. "We'll see about that!"

Before he could run at them, he was forced to jump to the side in order to avoid a laser from Nemesis shot at him. The young hero took a breath and turned back to them, only to yelp and jump backwards in surprise as he barely dodged another punch from Mazuma. Unlike her earlier attempts, she was faster this time, making Fasttrack sweat bullets as her punches and kicks missed by only mere inches.

"What's wrong? Little too slow?" Mazuma smirked as she overwhelmed the hero.

Fasttrack glared at her for using the same taunt he used on her earlier, but in doing so he dropped his guard, allowing the she-bot to land solid kick to his side.

"AH!" Fasttrack groaned as her kick landed, he swore he heard a few ribs crack.

He tried to throw his own punch, but Mazuma just sidestepped and dodged it. Then she brought up her knee and struck him in the gut.

Fasttrack gasped as the breath left his lungs and he was forced down to his hands and knees.

"Oh c'mon on. Are you even trying?" Mazuma taunted as the cat-like alien tried to catch his breath.

Fasttrack gasped heavily as he once again had to catch his breath. Once he did, he got back on his feet and turned to her.

"You'll regret that!" He growled as he went on the offensive.

However, to his annoyance, Mazuma merely crossed her arms and either leaned back or sidestepped out the way, dodging every one of his attacks, just like he did to her earlier.

He backed away as he realized something.

"You were toying with me earlier, weren't you?" Fasttrack glared.

Mazuma smirked and nodded.

Fasttrack growled louder than before and was about charge at her full speed but another laser from Nemesis stopped him in his tracks.

"Our turn now." He and Kane laughed as they charged him.

Fasttrack groaned and raised his fists. He planned on punching them before they got close, but when he went to throw the punch, Kane quickly threw one of the kangarangs he was holding. It soared, then exploded and once again ensnared Fasttrack in the tight cable-like rope.

"No!" Fasttrack yelled as he struggled to get his arms free that were now tied to his chest.

"Yes!" Kane grinned as Nemesis got close and punched him in the face.

Fasttrack's head went flying to the side as he spat out some blood. He staggered backwards and struggled to stay standing.

"Ha, c'mon brat, you can do better that!" Nemesis laughed.

Fasttrack turned back to him and with a fierce cry, ran towards him, intent on headbutting him. However, once he got close, Nemesis just stepped aside and pulled backed a fist. Then he threw it, punching Fasttrack in the face hard, making the alien fly backwards with a cry of pain.

"AHH!" Fasttrack yelled as he flew backwards onto his back.

"Ha! This isn't even a challenge!" Nemesis laughed.

"No kidding!" Kane agreed with a huge grin. "And to think, we're not even going all out!"

They both laughed louder and harder as Fasttrack spat out some blood and struggled to stand again.

"I agree." Billions smirked as walked over and stood next to his teammates.

Fasttrack managed to get to his feet but fell to his knees. He then looked up and glared at Mazuma, who now stood over him, her hand glowing red as she prepared to blow his head off.

"Shall I end him now, Master Billy?" Mazuma asked again.

"With pleasure." Billy allowed. "Afterwards we can go after his friend. At least that one would be worth it."

Mazuma and prepared to bast him but time slowed down.

SNAP!

Fasttrack looked down, his body frozen, his face emotionless, and his eyes blank.

I can't take it anymore!

He clenched and unclenched his fists.

Enough letting assholes like them get what they want!

His jaw tightened.

No more letting what they say get to me!

He slowly breathed in and out.

From now on, doing what Blake said! Gonna ignore them all, and move on!

Mazuma fired her lazer, and Kane, Billy, and Nemesis all grinned like crazy.

But their jaws, Mazuma's included, dropped and their eyes widened as they saw that, unlike what they expected to see, there was nothing there. No limp dead body, no blood spilling, or blue fur. Just a scorch mark from Mazuma's blast.

"What just happened?!" Nemesis exclaimed. "Where'd he go?!"

"I don't get it!" Kane yelled in shock as he rubbed his eyes to make sure he wasn't seeing things. "He was right there wasn't he?!"

"Yes he was!" Billy growled as he turned to Mazuma. "Mazuma, explain this now!"

"I cannot, Master Billy." Mazuma responded bowing her head. "He was right there when I fired. I don't know what happened."

"I can explain it for you." Fasttrack offered.

The Vengers instantly turned around and saw the feline alien standing there, the coils still stuck around him, but not limping or struggling to remain on his feet. They stared at him in shock, but their shocked expressions slowly turned to fear, as Fasttrack glared at them dangerously before flexing his wrists, and breaking out of the coils, shattering them.

"I'm done letting freaks like you push me around." He growled.

"Th-That's not possible!" Kane stuttered.

"Oh but it is." Fasttrack smirked at their fear. "Since you guys can kick the original's butt easily, and you've made it very clear that Fasttrack isn't a real challenge, then let's give you one."

"What do you mean?" Nemesis asked slowly.

"I mean this!" Fasttrack as he slammed his hand on the Ultimatrix symbol on his chest.

He was engulfed in the bright green light, causing the Vengers to cover their eyes. Fasttrack's face became more feral, his teeth growing and turning sharper, he grew hair which turned into a lion's mane. His scrawny form grew more muscular, matching Kevin's physique. His fingers and toes turned to claws, which then grew out. Two spikes then emerged out of each elbow, and lastly, his black fur turned violet and his blue fur turned bright purple.

"Vengers say hello, to ULTIMATE FASTTRACK!" Ult. Fasttrack yelled taking an animalistic pose. "What do you say guys, round 3?"

Billy visibly gulped and his hands were shaking but he quickly regained his cool.

"Finally, a fight that may be worth our while." He smirked trying to hide his fear. "Get him!"

No response.

Billy glared and turned to his team, who stood still and did nothing. "Well what are you waiting for?! Attack!" He ordered.

Kane gulped as he shakily pointed at their new stronger enemy. "We-We can't fight him! We have knowledge on all of Tennyson's ultimates! We've never seen this one!"

"I hate to admit, Billions, but he's right." Nemesis agreed as he backed up a bit. "We don't know what this one can do!"

"Are you serious?!" Billy yelled out. "We're too close to achieving our goal! The only things standing in our way are this brat!" He pointed at Ult. Fasttrack, who had dropped his fighting stance and was standing with his arms crossed, smirking the whole time. "And his obnoxious friend! We've worked and waited far too long to be stopped now!"

Nemesis and Kane turned to each other and nodded. They turned to Ult. Fasttrack, fists raised and kangarangs ready.

"Now crush him!" Billy ordered again.

"With pleasure!" The two elderly villains responded charging forward.

"Finally." Ult. Fasttrack said as he got back into his stance and dropped his smirk.

Kane threw his kangarangs and Nemesis fired a lazer from one of his gauntlets. The projectiles soared towards Ult. Fasttrack but as they neared him, time slowed down again. Ult. Fasttrack went forward, then grabbed one kang-a-rang and threw it to the side. He slapped another to the other side and grabbed then threw the last in the air. Then he went over to the computers and stood still.

Time sped up and the two elderly Vengers grinned but then their jaws dropped as they saw the kangarangs going all over the place and the beam hit the wall.

"Nice shooting idiots." Ult. Fasttrack commented from the computers he was leaning on. "But where were you aiming?"

"Why you insolent little brat!" Nemesis growled as he activated his jetpack.

He then flew towards Ult. Fasttrack at full speed. However, the evolved feline alien ran under him and stopped at the other side. Nemesis growled again and then changed his trajectory. Ult. Fasttrack grinned as he continued to speed all over the room, causing Nemesis to get more infuriated and irritated. Soon he got dizzy and his jetpack lost fuel and he fell to his knees.

"Oh c'mon." Ult. Fasttrack taunted. "You can do better that!"

Nemesis glared at him, then shot up to his feet with a roar, and he ran forward again. He started throwing punches, but Ult. Fasttrack slapped his hands away effortlessly with one arm crossed over his chest. Eventually Nemesis started faltering, his attacks grew sluggish. Soon he stopped, breathing heavily. Ult. Fasttrack smirked, then grabbed Nemesis by the neck and held him up.

"My turn!" He said.

He let Nemesis go but time slowed down again. Ult. Fasttrack sped across the room and ran back to his enemy, punching him in the face. He ran to the other side and raced back, punching Nemesis again. He continued striking his foe over and over, the helmet slowly cracking and slowly flying in the air.

Ult. Fasttrack went back to the computers and stood still. Time sped up and Nemesis groaned before falling face forward, out cold.

"One down three to go." Ult. Fasttrack grinned before dodging more kang-a-rangs.

Kane ran forward, throwing as many of his weapons as he could. Ult. Fasttrack used his speed to re-throw or slap each one away from him. Kane eventually stopped and jumped up using his spring shoes. Ult. Fasttrack merely sped backwards and dodged it as Kane landed.

"Not this time, Kangadork!" He yelled.

Then he ran forward and jumped up. Time slowed as he neared Kane's face. Then he threw out his leg and kicked the man in the face. Time sped up as Ult. Fasttrack landed on his feet and Kane was sent flying backwards, bouncing off the ground once before landing on his back, knocked out.

"Two down, two to go." Ult. Fasttrack said as he turned to Billy and Mazuma.

Billy's demeanor fell drastically as he backed up a bit, his hands were shaking and sweat was pouring down neck under his helmet. This ultimate is far stronger and faster than he thought. Neither Kane nor Nemesis lasted three minutes.

"Master Billy, I think it would be wise if we retreated." Mazuma suggested.

"What?!" Billy yelled back.

"Two of our allies have been defeated effortlessly and unless my ears deceive me, the Dimension 12 robots are being ripped apart by the other one." Mazuma explained. They were all quiet, except the robots who kept coming out the portal and going down the hole, only for them to hear each one get ripped apart by Armodrillo. "We must escape while we can, then return when we're more prepared."

"Mazuma, are you stupid?!" Billy yelled. Mazuma stepped back, her facial features expressing shock and hurt. "We've waited far too damn long and have come too far to retreat!" He spat out the word with distaste. "I refuse to be stopped by these two little shits!"

"But Master Billy-" Mazuma attempted.

"No buts!" He cut her off. "Now get him!"

Mazuma nodded and charged Ult. Fasttrack. She focused her eyes her opponent, her targeting systems locked onto him. She launched forward, but the Evolved Citrakayah's smug and joyful demeanor changed as she neared him.

She launched a kick, but Ult. Fasttrack held up a hand and blocked it, not flinching.

"Payback time, Toaster Oven!" Ult. Fasttrack growled.

Billy's eyes widened once again under his helmet as Ult. Fasttrack's grip tightened on Mazuma's ankle, before he began to spin incredibly fast, spinning Mazuma around with him. Then he let go and sent the she-bot in the air. Time slowed as Ult. Fasttrack then sped to a nearby wall and run up it and onto the ceiling, positioning himself directly above Mazuma. Then he kicked off and launched forward before curling up into a ball and rolling downwards. He collided with Mazuma, the impact sending her flying back downwards. She hit ground hard, causing it to crack and her body to start sparking dangerously.

Mazuma's creaked loudly as she looked up at Billy, her eyes flashing off and on.

"Master…Billy….help….me." She moaned, her voice malfunctioning.

Billy was frozen in shock but he quickly shook his head. He ran over to her and reached for her, but a clawed light purple hand grabbed his wrist, preventing him from doing so. Billy gulped as he turned to Ult. Fasttrack's face, which was glaring at him.

"Wait your turn, Billions!" Ult. Fasttrack ordered as he spun around again and threw Billy into a wall.

He turned back to the sparking Mazuma. He picked her up by her head and sped over to the main generator.

"Time to shut down this madhouse!" Ult. Fasttrack stated. He then shoved Mazuma against the machine, and began ripping the wires out and jabbing them into the she-bot all over.

The generator's lights started flashing on and off rapidly, it's energy overloading Mazuma, causing her to scream as her body started glowing and getting brighter and brighter. Soon she exploded, bits and pieces flying all over. The generator went dead, causing the portal to start crackling rapidly before imploding, cutting off the connection to Dimension 12, preventing the arrival of more robots, and stopping the Vengers plan.

"Mazuma! NNNNNNNOOOOOOO!" Billy yelled in despair as he slammed his fists on the floor.

Ult. Fasttrack inwardly laughed at his pain before turning to him and cracking his knuckles. "And now, your turn."

Billy looked up at him, breathing heavily, radiating a murderous intent.

"You'll pay for that, Boy! I swear it!" He raged as his gauntlets materialized into a sword arms.

"Unlikely." Ult. Fasttrack scoffed.

He stepped to the side, dodging Billy's slice. The billionaire then turned and tried to slice him again, but Ult. Fasttrack blocked it with the spike on his right elbow. He then grabbed the blade with his left hand and moved it in front of him. With furious yell, Ult. Fasttrack chopped through it with his right arm. He then pushed Billy away, who looked at his bare arm in shock.

"Why you!" He roared as he ran and attempted to slice Ult. Fasttrack again with his other arm.

To his shock, the feline alien grabbed it by the blade, not flinching or wincing.

"It's over!" Ult. Fasttrack growled as he ripped that blade off too.

Billy looked at his bare hands, trying to get his armor to re-materialize, but it didn't. He looked at enemy before backing up in fear.

"You-You have no idea who you're messing with!" He yelled in desperation.

"Oh, I'm pretty sure I do." Ult. Fasttrack retorted glaring deeply. He instantly sped towards Billy, punching and shattering his helmet right off his head, then picked him up by the neck. "You're nothing but a whiny, immature, hot headed, intolerant, fifty year old man-child who refuses to let anyone be better than him and still worked up over a dumbass one-sided childhood rivalry that no one cares about!"

Billy gulped as Ult. Fasttrack pulled him closer to him.

"This is for all that shit you said downstairs." He snarled.

He let go off Billy, and time slowed as he ran forward and rapidly punched the billionaire in the face, leaving him bloody and bruised. Ult. Fasttrack sped backwards and time resumed. Billy spat some blood before falling over unconscious.

"Whose pathetic now?" He asked to no one in particular.

A large noise from the large hole got his attention. He turned and saw Armodrillo pop back up with few scratches on his body.

"Oh man, that was awesome!" He laughed as he pumped his fists in the air. "Destroying those trash cans was so much fun!"

"Of course you'd be happy about." Ult. Fasttrack commented.

Armodrillo looked at him, his eyes widening as he took in his friend's appearance and looked around, seeing the three human Vengers knocked out.

"Whoa! You invent a new ultimate and kick those old fossils' butts? Way to go!" He said clapping a hand on Ult. Fasttrack's back.

"Thanks." The speedy alien responded flinching a bit.

"No problem." Armodrillo said. "Now get them out of here, and get as far away as you can."

"Why?" Ult. Fasttrack asked.

"Because, I'm gonna use this alien's power to bring this tower down." Armodrillo answered as he got into position.

"What?!" Ult. Fasttrack exclaimed in shock. "Are you insane?!"

"Of course I am." Armodrillo said as if it was obvious. "Now go!"

Ult. Fasttrack grumbled as he knew he couldn't dissuade his friend when his mind was wait up. So he let out a long sigh, then ran over, grabbed the three Vengers, and sped out the building.

"Party time!" Armodrillo laughed. His hands then turned into drills and he dug through the floor, breaking through each one below him until he reached the bottom level. His hands turned backed to normal and he slammed both them into the ground. Then he began pumping the jackhammer pistons on his elbows, causing the ground shake and crack as the whole building started shaking and cracking. Soon huge pieces of the ceiling started falling as the building started coming down. Armodrillo laughed. "TIMBER!"

Meanwhile.

Ult. Fasttrack had made it outside just in time. He made it to the giant Billions symbol that stood in the middle of the courtyard and dropped the Venger's unconscious bodies. He barely had a minute to react before the ground and Billions Tower started shaking. Soon it enough, cracks were spreading rapidly, eventually covering the entire building. Then, as Ult. Fasttrack took a step back, it all came crashing down.

Ult. Fasttrack raised his arms and covered his face as the building crumbled and dust filled the air. Soon the ground settled, and the dust started fading away.

Ult. Fasttrack lowered his arms and saw a massive pile of debris where Billions Tower once stood.

"Well Blake you always do seem to bring down the house." He joked. Them he heard something that sounded like a timer. He looked at the Ultimatrix symbol on his chest and saw it flashing red. Soon Ult. Fasttrack was engulfed in bright red light this time. When it faded, Max stood there. "Huh, guess I can only go ultimate for a limited time."

The ground started shaking again and Max then looked around and saw Armodrillo pop out.

"Oh yeah! That was fun!" He laughed.

"I'm sure it was." Max deadpanned. "Don't you think that was a bit too much?"

"Pfft, no." Armodrillo scoffed as he slapped the symbol his chest and turned back to Blake. "What was to stop them from going back in there and reactivating it? The way I see it, no tower, no worries. No harm done."

"Tell that to Magisters Levins and Blanko." Max said.

Blake just waved it off. "Ah, they'll get over it. I know for a fact that they've done way worse." The he grinned and playfully elbowed Max in the side. "But let's forget that and focus on what else happened. Dude, you single-handily took down the Venger's and stopped their whole plan! You even created a whole new ultimate! Way to go man!"

Max smirked at the praise. "Well what can I say, I'm awesome."

They both turned around as the heard sirens and saw Plumber vehicles show up.

"Well then 'Awesome', let's see how deal with explaining all this." Blake grinned as he clapped Max on the back and walked forward.

"Wait what?" Max asked before catching up to him. "You're helping me explain, you know that right?"

"Oh dream on. " Blake said as he and Max met up with the Plumbers.

Xx-The-Venger's-Vengeance-xX

"Once again, you and Blake instigated a massive fight, caused a ton of collateral damage, and somehow stopped the enemy and saved the day." Gwen said as she stood in front of Max, with Rook and Kevin at her side.

They arrived at HQ a little while ago and explained what happened. Blake had gotten a talking to about going in recklessly and was sent home. Max was held back for a mission debrief.

"Well done." Rook congratulated.

"Really?" Max asked.

Rook continued. "Of course we are not happy about the uncalled for demolition of Billions Tower." Max rolled his eyes. "But, we are proud, for many reasons. For one, despite your situation, you stayed cool, never showing any fear. Then, you were able to ignore the taunts and insults of the Vengers, defeating them and stopping their plan."

"We're all proud, Max." Gwen said. Then she elbowed Kevin. "Aren't we, Kevin?"

Kevin grumbled and ran a hair through his hair. "Yeah, we-I, am."

Max's jaw dropped.

"W-What?" He asked shocked.

Kevin sighed as he struggled to get the words out. "I'm proud. Despite everything everyone, myself included," He nervously looked away from the glare Gwen was giving him. "you didn't let it bother or stop you. Instead you ignored it, persevered, and accomplished your goal. Even though you didn't do it the way I would've preferred, you did it your way."

"Isn't there something else you wanted to say, Kevin?" Gwen asked.

"Of course!" The Osmosian said immediately, Max struggled not to laugh. "I'm sorry. You're a great hero, Kid. I should've noticed that you preferred to think before you acted. You're a thinker, not a fighter. I was trying too hard to make you like Ben, but you're not him. You're Max, and that's okay." He held out his hand. "So, we cool?"

It took all of his restraint for Max not to laugh. Kevin was nervously smiling, glancing back at Gwen who was still glaring him and back at him. Deciding to take pity on his mentor, Max accepted the gesture and shook Kevin's hand.

"Yeah, we're cool." He smiled.

Kevin smiled genuinely as they shook hands before they stopped.

"Out of curiosity, what made you realize that?" Max asked.

"Oh I just figured it out." Kevin shrugged.

"It was Blake, wasn't it?" Max deadpanned.

"Yep." Gwen and Rook answered.

"Knew it." Max grinned as Kevin grumbled. "Speaking of Blake, wonder what he's up to?"

"Oh, I believe he said he had a history report to do." Rook answered walking away.

"History report?" Max asked. Then it hit him. "Crap! I have to finish that paper before Monday and I haven't even started yet!"

"Don't worry, Max. Blake said he'll handle it." Gwen soothed.

"Wait. He did?" Max asked stunned.

"Mhm." Gwen responded with a smile as she walked away.

"Grrreeeaaattt." Max muttered.

Xx-The-Venger's-Vengeance-xX

Monday morning came slower than Max would've liked. Saturday night and all day Sunday were boring without any training or Blake there to entertain him. After he left HQ, he messaged Blake and thanked him for his help. His older friend just waved it off, saying it was no big deal.

Despite not having Jenna's project with him, Max walked and entered school with a real smile.

"Mr. Greenfield, you're here early." Mr. Jones said surprised. Max just shrugged. "I underestimated you. My apologies."

"Water under the bridge, Mr. Jones." Max grinned.

Mr. Jones smiled at that. "That's good to hear. See you in class." Then he walked away.

Max was about to follow him but found himself thrown against the lockers.

"Hey Geek! Where's my project?" Jenna demanded.

"Jenna," Max grinned. "I was wondering when you'd show up. I'm sorry but I don't have it." Then he smirked. "In fact, I never worked on it."

Jenna glared at him for a few minutes before smirking. "Very well then, you will have to pay the price." She reached into her pocket for her phone, but didn't feel it. "Huh, my phone isn't in my pocket." Then she looked in her purse but still didn't find it.

Max grinned as Jenna continued looking for her phone.

"It's not in here either!" She yelled frustrated. Then she took off her backpack. However, when she opened it, a huge paint bomb went off, covering her entire face and shirt in bright purple paint.

Max and any other student in the hallway busted out laughing as Jenna spat out paint and wiped her eyes.

"I swear Greenfield, you'll pay for this!" She swore.

"I think not Ms. Jenna." Mr. Jones said as he walked up.

Max and Jenna turned to him.

"I've heard from a very reliable source that you have been blackmailing your fellow students with inappropriate pictures." Mr. Jones glared. Jenna's eyes widened and Max's grin grew bigger.

"What?! N-no I haven't!" Jenna attempted to defend herself.

"Don't even try that." Mr. Jones scoffed. Then, to Jenna's horror and Max's joy, he pulled out her phone with one the pictures showing. "I have all the proof I need right here." He lowered it as he glared at Jenna deeply. "I am incredibly disappointed in you, Jenna. For this, you have detention for the next three weeks."

"But Mr. Jones-" Jenna begged.

"I don't want to hear it." The teacher stated. "Now go!" He pointed to class.

Jenna grumbled as she reluctantly did so, her teacher following.

"YES!" Max celebrated as Jenna finally got what she deserved.

Then he realized something.

"Wait, how did Mr. Jones get her phone, or even know in the first place? And how did that paint bomb get in her bookbag?" Max asked as he tried to figure it out.

He got his answer when a familiar dark grey figure flew past him with a thumb's up.

Max smirked. "You sneaky little specter." With a laugh, he straightened himself up and went to class.

---

And that's that. I'm sorry for the long wait, these past few months were incredibly tough for me. I will have chapter 4 done and posted as quickly as I can. I even have it planned out. Please read and review and I'll see you later. Peace!