[==-Episode 3: Ben V.S. Vilgax: Round 2-==]

Our hero Ben is currently on outer space inside Azmuth's ship. What is he doing? Let's find out.

"HAAH! HAAH! HEEYAH! HAAH! HAAH! HEEYAH!"

It turns out, he's training with Azmuth and his friends. Right now Azmuth was working on improving Ben's physical attacks like punching and kicking. "Now remember Ben, all this punching, kicking and other moves I've been teaching you seem easy to learn... but you'll need proper training if you want to use them efficiently in battle. After all, a hero has to learn to defend himself am I right?" asked Azmuth, "I dunno Azmuth, as long as the Omnitrix is with me I'll be able to take on anything without training!" answered Ben. "Like how you took on Vilgax when he was thrashing you around?" Azmuth asked again sarcastically, "Oh." was all Ben could mutter. "And what if you don't have the Omnitrix anymore huh? What if something happened to it or someone took it? What then? How would you defend yourself?" Azmuth added, "Uhhh... I'd probably look at my surroundings and try to come up with a plan or something." Ben said. "What if you couldn't come up with a plan? Or if there was nothing in your surroundings that could help you?" Azmuth pressed on.

"Look, I'm only human ok? Humans normally DON'T have superpowers. And besides, this is ALIENS were talking about! Of course I'd lose if something happened to the Omnitrix."

"There are humans with special abilities, but they are VERY rare. You however are not one of them. But even if you were, training would be necessary for you to use those abilities to their full potential. Same goes for the Omnitrix, there may be 10 transformations... but you won't be able to fight efficiently without training."

"Look, it's just... -my whole life I've dreamed of being a superhero. And now that I finally am... I wanna keep on doing my dream. But, just like any normal human... I'm afraid of pain. I'm afraid of getting hurt, ESPECIALLY GETTING HURT SUPER SUPER BAD."

"Hold on a second. I seem to recall you saying you'd fight to the death when we battled Vilgax and his forces."

"Yeah, but that's because I was trying to be a hero. I thought I wouldn't survive that battle so I said those things. If I knew I'd survive or found another way to take down Vilgax during that time I wouldn't have said those things."

"So... you're a kid who wants to be a hero. -Not just any hero, -a superhero. But you're not willing to go through the worst unless you were forced to?"

"It's... it's... -not really like that. I do wanna be a hero. And I do wanna be the one who anyone can rely on even when things get REEAALLLLLLLY BAD. But... you gotta understand Azmuth... I'm a human too. I have limits."

"If you're like this, then why did you even become a superhero?"

"-I just told you, it's my dream!"

"You do realize that to achieve your dreams, you must work for it right?"

"Well... -y-yeah but..."

"-Even if it means going through the worst right?"

"Well... -y-yeah but..."

"*Sigh* Look, I know what your problem is. You want to be a superhero, but you're afraid of pain and other bad things. But... I can also tell that you will make a great hero... -with the right training and preparation."

"-B-but... I can't be the hero who does SUPER DUPER EXTREME stuff to save the world! Like I dunno, jump into a spinning blade or going inside a tunnel with FIRE EVERYWHERE or going in haunted houses or even creepy places in general!"

"That's what I'm here for. I will help you become that kind of person. Become a real hero. Become the best you can be."

Ben took some time to process what Azmuth had said. Ben was right. Despite wanting to be the hero who would save everybody no matter what, he's still a human. -And a 6 YEAR OLD CHILD at that. And he also has limits. But Azmuth would help him become the best hero he could be. He would help him overcome his fears so that he would be able to do the right things at the right times. Ben thought to himself for a few moments... before finally mustering up enough courage to ask

"A-Azmuth...?"

"-Hm?"

"-W...-will you help me become the best person I can be? Will you help me become the best hero I can be. The guy who pushes on to save the universe and do a lot of other good things no matter what?"

"That's what I just said. I will help you. So don't worry alright?"

"Alright."

"Now, let's get back to training."

So that's what Ben and Azmuth did, get back to training.

[In Alien Language]: "I can't believe this kid! First he says he's willing to fight to the death, but then he says all this junk. If it were up to me, I would've just sent him home a long time ago."

[In Alien Language]: "Yeah, CHILDREN are OBVIOUSLY NOT up to the task of handling this kind of stuff."

[In Alien Language]: "Well, in the end... it's not up to us. And maybe Azmuth has a plan. Like... I dunno. See how far a child would go to become a hero?"

[In Alien Language]: "That kid can only get so far... -if he's lucky. Otherwise he's a good as dead on his own."

[In Alien Language]: "W...what if he isn't?"

[In Alien Language]: "What do you mean?"

[In Alien Language]: "I mean, things CAN happen. What if all the kid needed was a little bit of a push?"

[In Alien Language]: "I doubt it. C'mon everyone. Let's just get back to work."

It's good that Ben DIDN'T understand alien language or else he wouldn't have liked what Azmuth's friends said. Speaking of Azmuth's friends, I haven't introduced them to all of you yet. Lemme give you all some info about them.

1, Frostbite. An eel-like alien with a dark blue body and tail. He also had yellow eyes, small sharp teeth and light blue flipper-like limbs. 2, Shockwave. An orange dinosaur-like alien with a T-rex head and humanoid body. Curved black spikes grew from his head to his neck. Has dinosaur feet and a tail that was similar to a stegosaurus'. His most prominent feature is his big muscular arms. 3, Tiffany. A purple slime-like alien with 2 big yellow eyes and 8 tentacles on her head. She can shoot purple sludge too. 4, Polly. A green and yellow parrot-like alien. Unlike normal parrots, she has a bigger body, bigger wings and big claws on the ends of her wings. 5, Penelope. Same species as Polly, except being colored blue and yellow instead. 6, Sparky. A humanoid cheetah-like alien with yellow armor and the ability to control electricity and use enhanced speed. And finally, Jumpstart. A humanoid grasshopper-like alien with big black eyes, big wings, light green armor and the ability to jump. He also has a way with machinery.

It is nice to have a lot of friends.

[Some Hours Later...]

Ben had stopped to take a rest, he'd been training for a while now and needed to relax a bit. "Whew! That training was a bit o' somethin'!" he said, "Well, if you wanna be the best hero, ya gotta keep trainin'." replied Azmuth.

Tiffany (In alien language): "This is not going to work out. I'll bet that kid will give up when the going gets tough."

Polly (In alien language): "Ok, I think you've badmouthed the kid enough. Leave him alone, he's not causing any trouble. And besides, we have work to do."

So Tiffany and Polly went back to work leaving Azmuth and Ben to rest for a bit. Man, these aliens never cut the kid some slack do they?

[Meanwhile...]

If any of you were wondering where Vilgax is right now, he's back in his home. ...-Which is a dimension that looked like it'd seen better days. The sky was brown, and the clouds were a little bit brown too. Slight smoke and dust flew everywhere. Everything else also looked like they'd seen better days, there was RREEEEEAAALLLLLYYYYY nothing left but chunks of buildings, wrecked stuff and other junk.

"Where's Vilgax?" you might ask. Well, he's currently about to start his ship. Guess he still wants the Omnitrix. "I am coming for you... -you wrectched pest!" Vilgax growled as he pressed something. Suddenly, a white portal appeared! "You can run, but you can't hide..." Vilgax continued as he started his ship. Then...

*FWWWWWWOOOOOOOOOOOOOOOOOOOOSSSSSSSSSSSSSSHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!*

[Back at Azmuth's ship]

"Hey Azmuth, you think one day I'll actually be the GREATEST SUPERHERO EVER?"

"With enough training and the right preparations yes."

"I just can't believe it! I'm a superhero now! And I've got alien friends!"

"Well, I can't believe I'm training a child like you. Hehe. But you're fine."

*-ALARM BLARING!*

Suddenly, an ALARM BLARED OUT. It was alerting everyone that someone was about to attack them! "-WHAT'S HAPPENING?!" asked Ben, "-VILGAX! -HE'S HERE!" replied Azmuth as he readied the ship for battle. "That creepy alien?! I thought he got taken care of last time!" added Ben, "EVERYONE GET READY!" yelled Azmuth.

Meanwhile, Vilgax's ship was already firing lasers! Azmuth retaliated back with lasers of his own. The fight was on. "Tick tock, it's her-o' clock!" said Ben as he prepared to select an alien from the Omnitrix. He scrolled through his forms until he found Astrodactyl. "It's hero time!" Ben yelled as he slammed down on the Omnitrix!

*Omnitrix transformation noises!*

The other aliens looked at Ben, only to find him heading outside. "Looks like that Vilgax creep is back for more humiliation! Wonder how he felt about getting his butt kicked by a 6 year old kid! Let's see that again!" he said as he flew on.

Meanwhile, inside Vilgax's ship, Vilgax saw Ben. "There you are!" he said as he deployed some energy nets towards him! "WHOA!" Ben yelled in surprise as he avoided them. Then Ben flew down and got some speed up, before turning into Cannonbolt and rolling towards the ship. Unfortunately, Vilgax sent out some of his drones. Ben ended up crashing into one of them, "WHOA! Alright, these drones want more?! Then bring it on!" Ben said as he turned into Astrodactyl and went to fight the drones.

The drones started firing at Ben, but he avoided them. Ben grabbed one of the drones and swung it into another. Sending both of them tumbling. Azmuth and his friends helped Ben as much as they could, but Vilgax and his forces fought back.

"Polly, Penelope and Frostbite, go help Ben!" Azmuth commanded, Polly, Penelope and Frostbite nodded before heading out. When they did, they were greeted by lasers that nearly hit them!

*-PEW-PEW-PEW-PEW-PEW-PEW!*

Frostbite (In alien language): "AAH! We better be careful."

Polly and Penelope squawked in agreement, together with Frostbite they went outside and started attacking the drones. Polly flapped her wings that send a strong wind blowing some drones away, Penelope used some of her feathers like big darts to destroy the drones. And Frostbite used his ice breath to freeze some more drones.

"Whoa! They're cool!" muttered Ben as he punched and swung a drone that tried attacking him. More drones surrounded Ben, but he quickly turned into Humungousaur and started smashing them up!

*SMASH! SMASH! SMASH! WHAM! CRASH! SMASH! SMASH! SMASH! ROOAAAAAAAARRRRRRRRGGGGGGGGHHHHHHHHHHHHHHHH!*

Ben was able to hold his own for a bit, but soon the drones became a bit too much for him! They kept coming back no matter how much he smashed and trashed them. "Help him!" Frostbite said (In alien language of course.), Polly and Penelope nodded then fired more feathers! While Frostbite kept using his ice breath and thrashed the drones around by biting them and ripping them apart.

*FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP-FWIP- -CHOMP-CHOMP-CHOMP! SMASH! CRASH!*

"Rrrrrggghhhhh!" Vilgax growled as he looked at what was happening from his screen. He tried deploying more energy nets, but Polly saw them and blew them away using her wings. Vilgax tried firing lasers, but that didn't help much either.

Ben was trying to get inside Vilgax's ship, but the drones made it hard for him. One of them shot a big laser at him, which blew him back.

*-PEW!* "OW! YOU LITTLE-" *SMASH!*

Fortunately, he wasn't affected much and smashed the drone. But after that, MORE lasers came from Vilgax's ship! "WHOA!" he yelled again as he avoided them.

"ALRIGHT BUDDY, IT'S ON!" Ben yelled as he turned into Wildvine. "Alright, it's time to mow the lawn! Or in this case, -the battlefield!" he said as he stretched one of his vine arms to grab a drone and throw it into Vilgax's ship. Causing it to shatter and explode.

*Vine arm stretching sounds! FWOOOOOOOSSSSHHHHHHHHHHHHHHH! BOOM!*

"Got 'em!" said Ben smiling. But then more lasers came his way, "Victory will be mine with Wildvine!" he added as he grabbed more drones and swung them at Vilgax's ship. But more drones just kept coming, "Alright fine, time to use this!" Ben thought as long cactus-like spikes appeared all over his body. "Hey stupid drones, guess what? I've got an "edge" in extreme gardening! -OR MANY!" he added as he fired the spikes all over. This Ben's Wildvine could grow spikes on his body, shoot them and regenerate them after. But here's the catch. Wildvine can only shoot these spikes at a kinda slow speed, but they were sharp enough to pierce through the drones a bit.

*CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-CHHK-*

One of the drones grabbed hold of one of Ben's arms and SWUNG HIM into another drone! "OOF!" Ben yelled as he hit the metal. Then another drone grabbed him and swung him back to the first drone, who blasted lasers at him! Ben was blasted and cut into pieces, but that wouldn't be a problem because Wildvine can regenerate his body. When Ben's body regenerated, he smirked and threw more drones at Vilgax's ship. "RRRRRGGGGHHHHH! WRETCHED PEST!" said Vilgax as he fired lasers at Ben. When Ben saw the lasers, he said "I'm havin' a real "blast" here drones. Now it's all of your turns!" and threw some drones at the lasers. Making them explode. Somewhere in the distance, Polly, Penelope and Frostbite watched as Ben kept taking out the drones. Turns out Ben was much smarter than they imagined.

But things were about to get WORSE as 3 aliens were now in space looking for Ben, it was those 3 particular lackeys from before who worked for Vilgax! I don't know their names... -yet. But I can tell you what they look like. The first one looks like a big black bipedal humanoid komodo dragon with orange patches. Second one looks like a white octupus with an oversized bulging head, creepy snout-like mouth and purple creepy eyes. And the third looks like a shiny beetle that was colored blue, green and fuschia. The limbs were like a normal beetle's except it was MUCH bigger and had small black spikes all over them.

*-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM-BOOM- FWOOOOSSSHHHH! CHOMP! CHOMP! -FLAP-FLAP-FLAP-FLAP-FLAP- -FWIP-FWIP-FWIP-FWIP-FWIP-*

Polly, Penelope and Frostbite continued to fight their way out of the horde of drones that were coming for them. Eventually, they saw the last of the drones and destroyed them. But shortly after, Vilgax's lackeys popped up in front of them.

[In Alien Language]: "WHERE IS THE CHILD WITH THE OMNITRIX?! BRING HIM TO US NOW!"

Frostbite (In alien language): "If all of you want the child... -all of you will go through US first."

[In Alien Language]: "I DID ask."

*KZZZZZZZZZZZZZZTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT! FWOOSH! FWOOOOOOOOOOOOOOOOSSSSSSSHHHHHHHHHHHHHHHHHHHH!* "ARGH!"

The beetle alien tried zapping Frostbite with electricity, but Frostbite dodged and froze the alien using ice breath. Then the ice broke, doing some damage to the beetle alien before Frostbite continued to fight. The octupus alien tried shooting inky-colored sludge, but Penelope blew the sludge back with her wings. Then she flew down and attacked using her feet. Meanwhile, Azmuth and the rest of his friends were still helping to fight back against Vilgax and his forces. Some of Vilgax's lackeys that were inside his ship launched small missiles at Azmuth's ship. But Azmuth dodged them by flying down a bit and sent out his own small missiles. Vilgax was able to dodge 2 of them, but the third one hit the side of his ship creating a big dent!

"I've had enough!" Vilgax growled angrily and he RAMMED Azmuth's ship! "AHH!" Azmuth yelled as he rammed Vilgax's ship back. The 2 ships ended up ramming and attacking each other.

Now as for Ben, he was still fighting drones. It took a while, but eventually the drones stopped attacking him for a bit. He was about to find out the reason why.

*KZZZZZZZZZZZZZZZZZZZZZTTTTTTTTTTTTTTTTTTTTTTTTTTTTTTT!* "-AAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHH!"

Ben got a BIG BLAST OF ELECTRICITY shot at him! Weakening his body a bit and making it hard for him to move. Frostbite saw what happened and came to Ben's rescue. "-OH NO!" he said and tried freezing the beetle alien, but the beetle alien dodged. "-LEAVE HIM ALONE!" Frostbite yelled as he tackled and chomped the beetle alien sending them tumbling.

"...-Rrrrrrgghhhhh... -ahh." Ben groaned as he got himself to move properly again. The beetle alien was about to zap Frostbite. "-OH NO YA DON'T!" Ben yelled as he swung his right arm vine like a lasso before giving a big WHIP to the beetle alien!

*WHIP SNAPPING SOUNDS!* [In Alien Language]: "-OW!"

"Thanks." said Frostbite, Ben just smirked and nodded back before fighting again. "-RRRRGGGHHHHHHHH! SOMETIMES IT'S BEST IF YOU JUST DO SOMETHING YOURSELF!"
yelled Vilgax angrily as he made one of his lackeys drive the ship. Then he got his armor and went out to deal with Ben himself.

It was chaos outside, Ben, Azmuth and the rest of the good guys were fighting back against the bad guys as much as they could. But the horde of drones and occasional missiles seemed ENDLESS.

Tiffany (In alien language): "WE NEED TO END THIS NOW!"

Sparky (In alien language): "WHAT DO YOU THINK WE'RE ALL TRYING TO DO?!"

[Meanwhile...]

"CANNONBOLT CANNONBAAAAAAAAAAAAAAALLLLLLLLLLLLLLLLLLLL!" *SMASH!*

Well, Ben just turned into Cannonbolt and smashed up Vilgax's 3 main lackeys. "OH YEAH!" Ben yelled, but his celebration would soon be cut short.

*-PEW! BOOM!* "WHOAAAAAAAAAAAAAAAAAAAAAAAAAAAAA!"

A BIG LASER BLAST got shot at him sending him flying! -It was VILGAX! He followed Ben and caught up with him, then POUNDED him downward and beat him up! Vilgax then continued pounding Ben around like a volleyball, but HARDER.

*BAP-BAP-BAP-BAP-BAP-WHAM-WHAM-WHAM-WHAM-WHAM-SMASH-CRASH-BAM-WHAM!*

Vilgax's beatings were so harsh that Ben was forced to try and escape, unfortunately he didn't get very far. "RRRRRRAAAAAAAAGGGGGGGGGGGHHHHHHHHHHHHHHHHHHH!" Vilgax yelled as he sent Ben flying with big laser blasts from his eyes! "I'M GOING TO KILL YOU, CHILD!" he roared.

Penelope saw what had happened, "NO!" she said as she called Azmuth. "BEN'S IN TROUBLE! VILGAX IS GOING TO ATTACK HIM!" Penelope yelled, "-HUH?! Okay, help him while I try something." replied Azmuth.

Azmuth sent a BIG LASER BLAST towards Vilgax's way! "OOF!" yelled Vilgax as he ended up tumbling in space! "STAY AWAY FROM HIM!" Azmuth yelled through his ship's microphone and kept on blasting. Vilgax dodged the blasts, "RRRAAAAGGHHHHH!" he roared as he fired back with lasers of his own!

*BOOM-BOOM-BOOM!* "AAH!"

3 of Vilgax's blasts hit Azmuth's ship, putting 3 big dents in it! Azmuth sped up and rammed into Vilgax, who couldn't get off. Vilgax ended up getting crashed into some of his drones before being blasted with another big laser. Meanwhile, Frostbite and Polly were still fighting while Penelope took a weakened Ben somewhere safe. Ben needed to rest for a bit as he really got beat up.

As for whatever else is happening right now, Frostbite kept on freezing and biting while Polly used her wings, feet and feathers. The octopus-like alien used it's tentacles to whip everybody in range, but he missed more than he hit. The komodo dragon alien tried to bite Frostbite, but he was the one who got bitten instead! -And frozen. But the komodo alien had something up his sleeve, -or in this case... -mouth. -Fire breath.

*FWOOSSSHHHHH! HISS!*

He managed to free himself from the ice and hissed at Frostbite, who used his ice breath again. Only to be countered by fire breath.

*FWOOOOOOOOSSSSSHHHHHHHHHHHHHHH! ...SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSS...*

Frostbite tried biting again, but was whacked by his opponent's tail. The komodo alien tried clawing at him, but he dodged and slapped back.

[In Alien Language]: "Give up. I'm better at this."

Frostbite (In alien language): "We'll see about that dragon wannabe!"

Frostbite froze the komodo alien, then the ice exploded. "OW!" the komodo alien yelled as he set Frostbite on FIRE, "OW!" Frostbite screamed as he took out the flames with his breath. He then became covered in ice, but was able to free himself by breaking it without making it explode at will. The komodo alien then whacked Frostbite 3 times with his tail, only to get 6 slaps in return. Pretty soon, a full on fight between Frostbite and the alien came out.

*WHAP! WHAP! WHAP!* *FREEZING NOISES!* *FIRE NOISES!* *WHACK! WHACK! WHACK! CHOMP! WHAP! BAP-BAP-BAP!* *More fire noises.* *More freezing noises!*

[Back to Ben...]

Ben got caught in the middle of all the chaos, he had to find a safer spot. But... -it looked like he wouldn't have a chance to. A big laser blasted him! "OW!" he yelled as he tumbled back. "Hello..." a growly deep voice uttered, "I believe you have something that's MINE." the voice continued. Once Ben stopped tumbling, he looked on to see Vilgax standing right in front of him!

Vilgax started blasting, but Ben avoided the blasts and turned into Bowl Weevil before throwing several balls back. Vilgax dodged 2 of the balls, but 1 hit him. But the hit didn't seem to do much of anything. Vilgax was wearing ARMOR anyway. Vilgax then tried to throw a punch, but Ben turned into Magmatch and landed on Vilgax's hand. Burning and melting the armor a bit. Vilgax tried to whack Ben, but Ben got off him and he ended up whacking his HAND instead. "-AAAARRGGHHHH!" yelled Vilgax as he clutched his hand. Ben then turned into Humungousaur and punched Vilgax hard before turning into Wildvine, grabbing him and throwing him across! After that, Ben used his spikes for additional attacks.

It took a bit of time for Vilgax to get his balance, when he did he yelled "THAT'S IT!" before shooting more lasers! Ben turned into Bowl Weevil again and started shooting balls as fast as he could. All of them hit Vilgax this time, and smoke ended up covering Vilgax's view. When the smoke cleared, it revealed Ben as Water Hazard. Who blasted water at him before following up with a barrage of icicles. "OW! ...Rrrrgghhhh... AARRRGGHHHH!" roared Vilgax as he kept on firing lasers, Ben turned into Humungousaur and beat up Vilgax!

"TODAY'S SPECIAL, -KNUCKLE SANDWICHES!" *BAP-BAP-BAP-BAP-BAP-BAP-BAP-BAP-BAM-BAM-BAM-WHAM-SMASH-CRASH-BLAM-WHAM-WHAM-WHAM-BAM-POW-WHAM-WHAM-WHAM-WHAP-BAM!*

Vilgax ended up getting badly beaten, his armor though fine for the most part ended up with DENTS and a few cracks all over. "Give it up Vilgax! I'm not lettin' ya get the Omnitrix from me!" said Ben, "RRRRAAAAAAAGHHHHHHHHHHHHHH!" Vilgax roared out as he sent out a BIG PUNCH that sent Ben FLYING!

"AAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!" *CRASH!*

Ben ended up crashing into a big space rock, he groaned and tried to get up. But he couldn't. Then suddenly, Vilgax came. "It would seem that I have underestimated you. Which is why I'm going to END THIS RIGHT HERE AND RIGHT NOW!" said Vilgax as he pulled out the gun he used to make the Omnitrix time out early back then.

*Mechanical sounds* *Omnitrix time out sounds!*

"Uuuurrghhhh..." Ben groaned, he was back in human form again. Vilgax then violently grabbed his left wrist before saying "You are not worthy of the Omnitrix. It belongs to someone who can harness it's power to it's full potential.". Ben struggled to free himself from Vilgax's grip, but he obviously didn't stand a chance.

*PEW-PEW-PEW-PEW-PEW-PEW-PEW-PEW-PEW!*

Just then, lasers came out of nowhere! Vilgax dodged them and turned to see who fired them. Turns out the blasts were from Azmuth's ship. "STAY AWAY!" Azmuth yelled through the mike and continued to fire more lasers!

"Urgh! I will deal with this elsewhere." Vilgax said as he started pressing holographic keys on his left hand activating a white portal. "-WAIT WHERE ARE WE GOING?!"
yelled Ben, but Vilgax didn't answer and just jumped into the portal along with him.

"NO!" Azmuth yelled, the other aliens who were on board his ship saw what had happened too. Azmuth and his friends immediately informed their other friends about what just happened. The other friends were shocked when they heard what happened.

Jumpstart (In alien language): "WE NEED TO FOLLOW HIM!"

Sparky (In alien language): "-BUT HOW?! We can't follow him into where that portal leads to!"

Azmuth (In alien language): "Hold on everyone, I'm going to try something."

"WWWWWWWWAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHH!" Ben yelled as he got sucked into wherever the portal lead to. He still tried to struggle and get himself free, but it was useless as Vilgax was literally SO MUCH stronger than him! It took a few minutes before Vilgax finally reached his destination, and that destination was... -the dimension with brown skies and wrecked stuff that looked like a barren wasteland?!

[Inside the dimension...]

Once Vilgax stepped out of the portal, it closed. Letting no one in or out. He then turned to Ben, who was still struggling to get himself free. When Ben saw his surroundings, his eyes WIDENED. "-W...-w...-w-w-w-what?! W...-WHAT IS THIS PLACE?! -WHERE AM I?! WHY DID VILGAX BRING ME HERE?!" he thought as he looked around.

"-THIS ENDS NOW!" Vilgax said as he prepared to FRY BEN with lasers! But Ben used his body weight to make Vilgax fall down while he was off-guard. Vilgax was forced to let Ben go, who rolled away from him and was about to transform again. Ben activated the Omnitrix and began scrolling through his transformations, "-H...-HUH?!" said Vilgax as he looked around. Only to greeted by a sudden big flash of blue light!

*-OMNITRIX TRANSFORMATION NOISES!*

Ben's body started to grow bigger, his head started to change and grow big nubs on the sides. His arms widened and grew claws, and the same thing happened to his feet.
Most of his body became white and his arms started developing big blue nubs too. Followed by the development of blue eyes. And finally, the Omnitrix symbol popped up.

Ben had turned into Cannonbolt, Vilgax could only look in shock before he got BASHED full force by Ben!

*-BAM!* "URGH!"

Ben then turned into Humungousaur and started beating up Vilgax again, he punched, kicked and thrashed him around. And sometimes even used his tail to swipe him! Ben then jumped into the air to try and SLAM Vilgax, "YOU'RE ABOUT TA GET TURNED INTO A SEAFOOD PANCAKE! -HUMUNGOUSAUR STYLE!" Ben yelled as he got closer to slamming Vilgax. But Vilgax was able to get himself together and blasted him away!

*-PEW!* "-OOF!" *WHAM!* "OOF!"

Ben got blasted into the air, before falling back down crashing into the ground. "OOF!" he said as clutched his body in pain. Vilgax then used eye lasers, but Ben turned into Cannonbolt and quickly rolled away. He used a sloping rock as a ramp and turned into Astrodactyl mid air before flying higher. "NO ONE ESCAPES ME THAT EASILY!" growled Vilgax as he blasted lasers in the air, Ben dodged all of them and flew further. Vilgax followed him using rocket boots and chased after him.

Ben looked behind him, Vilgax was approaching fast using his rocket boots! And Astrodactyl couldn't fly that fast, but he had a plan. Once Vilgax was close enough, Ben changed to Humungousaur and tried to punch him. But when he did, Vilgax activated his electrocuting forcefield! Giving Ben a big SHOCK!

*KZZZZZZZZZZZZZZZZZZZTTTTTTTTTTTTTTTTTTTTTTT!* "OOOOOOOOOOOOOOWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWWW!" *CRASH!*

Ben crashed onto the ground again, clutching his hand from the electric shock. "Urgh... that really stings..." he thought. He tried getting up, but ended up getting STOMPED on by Vilgax!

*SMASH!*

When Vilgax stomped on Ben, smoke went everywhere again. Vilgax got off just before the smoke cleared, revealing a beaten up Ben lying down groaning in pain. "I wanted to finish this quickly... -but you are testing my PATIENCE." Vilgax said as he raised his fist. Then...

*BAM!*

He SLAMMED it down on BEN'S FACE! "OOOOWWWWW!" Ben yelled, then Vilgax continued to beat him up!

*WHAM-BAM-WHAM-BAM-BAM-WHAM-BAM-BAM-BAM-WHAM-WHAM-WHAM-WHAM-WHAM-WHAM-WHAM-BAM!*

Once Vilgax stopped, Ben groaned even more. But Vilgax WASN'T DONE YET. He grabbed Ben and THREW HIM ACROSS! Sending him so far from where he was! Ben crashed into a lot of stuff before hitting the ground. Vilgax followed and caught up with him, then he proceeded to smash Ben into objects that were nearby.

*SMASH! SMASH! SMASH! SMASH! BAM! SMASH! SMASH! SMASH! BAM!*

After that, Vilgax threw Ben far across again. Sending him back to where they were before.

*SMASH! SMASH! SMASH! SMASH! BAM! SMASH! SMASH! SMASH! BAM!* "URGH! ...-uuurrgggghhhhh..."

Ben couldn't gather the strength to get up anymore, Vilgax's beatings were a bit too much for him to handle right now. Vilgax eventually caught up with Ben again and landed near him before walking towards him.

"You're pretty smart for a human child, but you only stood a chance against me because of that device. Without it, you're NOTHING. Now... -I'm going to take it away from you. And you will regret ever getting in my way you little brat."

"Y...-you'll never get your disgusting tentacles on the Omnitrix you SEA DEMON!"

"Oh, I will."

*SLAM!* "AAAAAAAAAAAAAAARRRRRRGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHHH!"

Vilgax SLAMMED Ben again just to make sure he stayed down, he then made the Omnitrix time out again using the same gun to do it.

*Omnitrix time out sounds!*

Once Ben turned back into human form, Vilgax tried press something on his suit. But before he could...

*FWWWWWWOOOOOOOOOOOOOOSSSSSSSSSSSSSHHHHHHHHHHHHHHHHH!* "-HUH?!" *PEW! BOOM!* "-URGH!"

He got SENT FLYING by a BIG LASER BLAST! And it came from... -Azmuth's ship. Azmuth and his friends had found a way to go into the dimension Vilgax went, now they've come to battle Vilgax and help Ben.

Tiffany (In alien language): "-WHERE'S BEN?!"

Shockwave (In alien language): "There!" *Points at Ben*

Frostbite (In alien language): "Come on!"

Tiffany, Shockwave and Frostbite ran towards Ben, who was still lying on the ground. "-BEN!" Frostbite yelled. Ben opened his eyes to see the 3 aliens run towards him. "Are you okay?" asked Frostbite, "...uuurrgghhh... -y...-yeah... -I... -I just need to rest for a second... -uuurrgghhh..." Ben groaned in response. "Come on! Let's help him!" said Shockwave as he and his friends carried Ben to somewhere safer.

When the 3 aliens found a safe place for Ben, Frostbite asked "How are you doing?". "I...-I'm fine..." Ben said in response. Tiffany and Shockwave looked into the distance, they could see that the battle was getting wild fast. "Frostbite, watch over Ben. I'm going out to fight. The battle seems to be getting more dangerous." said Shockwave. "Wait, I think Ben would be safer if Tiffany watched over him. What do you think Tiffany?" Frostbite replied. Tiffany gave a nod. "Good, now come on!
Let's help Azmuth and our friends!" said Frostbite as he and Shockwave ran back to where the battle was going on.

In the distance, Azmuth and the rest of his friends saw everything. He glared at Vilgax, who said "Ah... Azmuth. It's been a long time since I've last seen you. So tell me, how's your new recruit coming along?". "You will pay for everything you've done Vilgax. EVERYTHING." Azmuth replied. Then he added, "EVERYONE! ATTACK!".

Sparky shot out a blast of electricity, which gave Vilgax a BIG SHOCK since his armor was made of metal. Jumpstart then jumped and tried to tackle Vilgax, but got electrocuted by the forcefield. Frostbite tried freezing Vilgax, but his attack was countered with Vilgax's eye lasers. Vilgax then attempted to fire lasers everywhere, but Shockwave SLAMMED the ground causing a small earthquake and making him fall down.

Shockwave (In alien language): "Give up Vilgax!"

Vilgax (In alien language): "Make me." *FIRES LASERS*

"OOMPH!" said Shockwave as he got blown back a bit. Vilgax ran for him and tried to pound him, but was stopped by Polly kicking his head from above! Vilgax tried grabbing Polly's foot but she was too fast, Frostbite then froze Vilgax to stop him.

"Got him!" said Frostbite with a smile. But shortly after, Vilgax broke free! He then tried firing a laser back at Frostbite, who avoided it and tried using ice breath again. Vilgax ducked and rolled away, but got KICKED by Shockwave!

*WHAM!* "OOF!"

Shockwave then jumped on Vilgax and beat him up, he did this so many times that MORE DENTS AND CRACKS ended up forming in Vilgax's armor!

*WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM! WHAM!*

"GET OFF ME YOU PEST!" Vilgax roared as he caught the next punch Shockwave threw. He then twisted Shockwave's arm a bit and sent him flying with laser blasts from his eyes!

*-PEW!* "AAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"
*WHAM!* "...uurrrgggghhhhhhhhhhhhh..."

Shockwave fell down on the ground HARD. Vilgax then walked up to him and stepped on his chest. "Urgh!" was all Shockwave could mutter. "You know, you have impressive strength. -Too bad. Your intelligence is a DIFFERENT STORY!" said Vilgas as he was about to pound Shockwave! But he was interrupted when he heard a voice yell

"-THEN FIGHT ME INSTEAD!"

"Huh?" said Vilgax as he turned around to see who spoke. -It was Azmuth. I know what you're thinking, "Why is Azmuth fighting Vilgax without using any kind of weapon or armor or something like that?". Well, you're gonna find out.

"With pleasure." Vilgax replied as he CHARGED at Azmuth using his rocket boots, but Azmuth had REALLY GOOD REFLEXES and was able to dodge! Vilgax turned around and came back to try again, but Azmuth just jumped on him when he got close and held on to his back. Azmuth then proceeded to tinker with Vilgax's armor, causing Vilgax to spin and fly in crazy directions!

"WHOAWHOAWHOAWHOAWHOAWHOAWHOAWHOAWHOAWHOAAAAAAAAAAAAAAAAAAAAAAAAAAAAA!-" Vilgax shouted as he flew crazily crashing into stuff.

*WHAM! WHAM! WHAM! WHAM! CRASH! CRASH! CRASH! CRASH! SMASH! BAM! CRASH! CRASH! CRASH!*

"OOMPH!" said Vilgax as he crash landed on the ground. Azmuth jumped off him and said "You should just give up. You know I'm better than you.". "-RRRRAAAAAGHHHHHH!" roared Vilgax as he tried to grab Azmuth, who just jumped on his face and jumped back. "Stay away from the child." Azmuth said in a calm but venomous tone, Vilgax tried to throw a punch. But then... -something UNEXPECTED HAPPENED.

Azmuth was able to BLOCK Vilgax's punch despite the great size difference! Here's the thing, Azmuth is a GENIUS. You think he wouldn't have modified his body too? What set Azmuth apart from all the other galvans was his intelligence. He is one of the smartest galvans in the universe, and he can do things that ordinary galvans cannot.

Azmuth BLASTED Vilgax back with his OWN EYE LASERS! "AGH!" said Vilgax, before getting pulled down by the tentacles by Azmuth!

*WHAM!* "-OOGH!"

Azmuth then proceeded to thrash Vilgax around while firing more lasers from his hands and eyes. Vilgax WASN'T a soft target though, as he managed to stand back up after the thrashing and try to attack Azmuth. Who just shot a big laser at him! After that, Azmuth went over to Vilgax to try and tinker more things in his armor. But Vilgax got up fast and tried grabbing Azmuth again. Turns out this version of Azmuth isn't what we think he is after all.

Ben saw everything from a distance, he was SURPRISED to see a creature so small take on someone SO BIG. But hey, looks can be deceiving. "WHOA! -HOW'D HE DO THAT?! -HE'S SO SMALL! Well, he IS an ALIEN. -But STILL! Maybe there's something about him that I don't know, or maybe he's just special." Ben thought. Tiffany could see the surprise on Ben's face and said "There are some things you don't know about Azmuth.".

Here's another thing. I bet you're asking "How can Azmuth be SO STRONG?! And dosen't Ben have Grey Matter?". Well, here are the answers. 1, Azmuth is a SPECIAL GALVAN. And 2, the Grey Matter transformation in our Ben's Omnitrix DOSEN'T GIVE the user a boost in intelligence. Here's why, this Ben's Omnitrix has LIMITS. It can allow the user to use any kind of transformation as long as it's NOT TOO POWERFUL. Why did I do this you ask? Again, it's for story potential. Grey Matter may be small and weak, but INTELLIGENCE CAN BE TURNED INTO A LETHAL WEAPON under the right hands. -Or in this case, minds. Think about it. A smaller but more intelligent guy has a chance against a big dumb guy. By the way, this Ben's version of Grey Matter will have the SAME level of intelligence as Ben himself. Making him practically useless except for probably spy missions. But honestly, that wouldn't be a big problem as Ben had 9 other aliens to choose from besides Grey Matter.

Ben could see that the fight was getting WORSE and WORSE with each second passing, now feeling able to get back in the fight he felt like he should do something. So he said "The fight's getting worse and worse! I feel okay now, so I think I should get back into the fight.". "-NO! -Are you CRAZY?! You just got BEATEN UP by Vilgax!" replied Tiffany. "-I said I'm fine now! I can fight again!" protested Ben. "-NO!" said Tiffany. Ben tried to run, but Tiffany caught him with her tentacles and kept a strong grip on him.

"I SAID... -NO."

"YOU GOTTA LET ME GET BACK IN THE FIGHT! YOUR FRIENDS NEED HELP!"

"They can handle this. I have to watch over you to make sure nothing happens to you. Remember, you may have the Omnitrix... -but you are STILL A KID. And though you can fight with it... I don't think you can handle this fight!"

"Trust me! I can handle this! All I need is some help. Then we might be able to beat Vilgax."

"I'm NOT letting you go ANYWHERE!"

"Look, your friends are in DANGER! And you're just sitting here watching over me when I'm already fine! Besides, I have the Omnitrix! I can help!"

"I... SAID... -NO!"

"-If we don't do anything now, YOUR FRIENDS MIGHT DIE. THAT FIGHT IS GETTING WORSE AND WORSE AND SOMEONE IN OUR TEAM MIGHT DIE! But with a little help from us, I'm sure they'll win."

Tiffany thought for a moment, Ben was right. The fight WAS getting REAL UGLY FAST. But she couldn't let Ben get hurt or get possibly killed in the fight. Still, she knew Ben had a point. If she and him didn't help, their friends would be defeated. Tiffany let out a small sigh.

"Alright kid, what's the plan?"

"Simple, I'll go Humungousaur then try to sneak up on Vilgax and beat him up!"

"Wait, I have a better idea."

"What?"

""Humungousaur" is strong. But he's also a bit slow because of his heavy weight. Try the alien you call "Fourarms" instead, dumb name by the way. Fourarms may not be as strong as "Humungousaur", but he sure packs a "punch"."

"-D...-did you just make a pun?"

"Yeah."

"Nice to know even aliens had a sense of humor."

"Eh."

"Ok. 1, come up with a better name then smarty pants. 2, why Fourarms? I just found out he's weaker than Humungousaur even though he has 4 arms."

"Well, for one... -"Fourarms" is more agile and faster. And 2, he's a natural at martial arts. But how good he will be at martial arts depends on the user's intelligence. Knowing you, it won't be that much. But it'd be better than struggling to go faster as "Humungousaur" when needed."

"Ok."

Ben activated the Omnitrix, when the dial popped up he started scrolling through his transformations. When he found Fourarms, he slammed down on the Omnitrix!

*-OMNITRIX TRANSFORMATION NOISES!*

Ben's body started to turn blue and grow bigger, his head grew too and developed 4 blue eyes. His arms multiplied into 4 and grew thicker and longer, his feet became bigger too. Finally, the Omnitrix symbol appeared on his chest.

*Omnitrix complete transformation noises!* "RRRRRRRRRRAAAAAAAAAAGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHH!"

When the transformation ended, Ben struck a pose similar to the original Fourarms and yelled loudly. "Really?" said Tiffany, "Hey, it was awesome!" replied Ben. "Whatever... just... get out there and fight." answered Tiffany as she and Ben ran off. There are some things I'd like to tell about this Ben's Fourarms. This Ben's Fourarms ISN'T as strong as the original. Stronger than Ben but not as strong as normal Fourarms. Secondly, this Fourarms is bit skinnier and shorter than the original.
That's because how this Fourarms will turn out to be will be based on our Ben's age, skill, weight and whatnot. Thirdly, this Fourarms is a natural at martial arts. But how good the martial arts skills will be will depend on the one who's using the Omnitrix. In the case of Ben, the skill won't increase that much. But it's better than the original Fourarms who dosen't have anything related to martial arts whatsoever. Now that that's out of the way, I'll continue the story.

Azmuth and Vilgax were still fighting, but strangely... -even though he proved himself to be smarter... -Azmuth was LOSING. "You should've stayed inside your ship!" said Vilgax as he gave a kick to Azmuth, "I'm going to put an end to the havoc you wreaked." Azmuth replied back as he threw a punch and shot a laser. Vilgax tanked the hit and SLAMMED THE GROUND making Azmuth fall down! "OOF!" said Azmuth as he hit the ground. Vilgax laughed and walked towards Azmuth saying "For someone so little, you like to bite off more than you can chew. You think you're so great that you could defeat the powerful and mighty Vilgax?! Think again. You are nothing compared to me Azmuth... -both LITERALLY AND METAPHORICALLY! HAHAHAHAHAHAHAHAHAAAAAAAAAAAAAAAAAA!". After saying that, Vilgax raised his fists to SQUASH AZMUTH. But he was interrupted when a voice yelled

"-THEN PICK ON SOMEONE YOUR OWN SIZE YOU KRAKKEN WANNABE!"

It was Ben, and Tiffany was with him. They were both ready to fight. "Looks like Azmuth needs a hand. -OR 4!" Ben said as he cracked his knuckles. "About time you picked something else other than that wretched dinosaur creature." taunted Vilgax, "-YOU'RE ABOUT TA GET A MASSIVE BEATDOWN YOU'LL NEVER FORGET YOU UGLY DUMB MONSTER! By the way, I'm cookin' somethin' up. Guess what it's called. -4 KNUCKLE SANDWICHES WITH YOUR NAME ON 'EM! -And a side of MARTIAL ARTS to go along with it!" Ben retorted back as he CHARGED at Vilgax shouting "-RRRRRRRRRRRRRRRRRRAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!"

Ben tried to land the first blow, but he got electrocuted when Vilgax activated his forcefield. "OW! You coward!" said Ben as he swiftly kicked Vilgax in the foot, "ARGH!" said Vilgax as he fell. Ben then threw a barrage of punches, but Vilgax eventually caught one of them and punched back! Sending Ben flying! Tiffany helped by shooting sludge that distracted and deterred Vilgax, before whipping him repeatedly with her tentacles! Ben managed to land sort of smoothly by using Fourarm's strength to get a grip on the ground with his feet before coming back and punching Vilgax. "-ARGH!" Vilgax yelled as he tried to grab Ben with his tentacles, but was restrained by Tiffany letting Ben dodge. Tiffany shot a big blast of water at Vilgax, who ducked and fired lasers back. Only to miss. Taking the opportunity, Ben KARATE CHOPPED Vilgax's head before ELBOWING him in the gut! "OW! YOU LITTLE-" Vilgax roared as he tried throwing a punch, only for his arm to be grabbed and twisted! Before Vilgax could yell in pain Ben punched him in the mouth and threw him across!

"Come on everyone, let's help Ben and Tiffany!" said Shockwave as he and his friends charged. Shockwave ran over to Vilgax and whacked him with his tail, Vilgax rolled and tried to run only to get tackled by Jumpstart. Polly and Penelope fired their feathers at him, while Tiffany shot water and sludge. Frostbite bit and froze Vilgax, immobilizing him. The ice did some damage as it exploded. Vilgax was now stunned, dizzy and unable to move. "My turn!" said Sparky as he charged up on electricty, before BLASTING Vilgax with it and electrocuting him! Now weakened, Vilgax fell down. He found it a bit hard to get up, but he would have something else to worry about other than his condition soon as crackling sounds were heard.

The sounds came from Vilgax's armor, it seemed that the electric blast busted it and made it malfunction. More crackling sounds were heard, and the sounds of metal clanking followed. "-W...-WHAT'S HAPPENING?!" Vilgax thought as he looked at his armor... -which FELL APART AND SHATTERED INTO A MILLION PIECES! "NO!" Vilgax yelled as he looked around him, there was nowhere to run. "It's over Vilgax! You just got your butt kicked BIGTIME! Give up! You lost." said Ben as he cracked his knuckles again.

Vilgax realized he was defeated, but tried to intimidate Ben by saying "This isn't over yet boy. I will return.". "-I DON'T THINK SO SQUIDFACE!" retorted Ben as he beat up Vilgax and threw him into a building!

*-WHAM-WHAM-WHAM-WHAM-WHAM-WHAM-WHAM-WHAM-BAM-BAM-BAM-BAM-BAM-WHAP-WHAP-BAP-BAP-BAP-WHAP-BAM-SMASH! -CRASH!*

The building ended up COLLAPSING ON VILGAX. Lots of rubble ended up falling on him and burying him! They came crashing down one by one until they covered Vilgax that he couldn't be seen anymore. Smoke flew everywhere, when the smoke cleared Ben asked "Is he... -dead?". "I don't know. But knowing Vilgax, he'll recover soon. HE IS STRONG after all and can recover even after a severe beating. Me and my friends will put him back where he belongs before he does that though." Azmuth answered. "Cool! Now let's go back to outer space so we can finish what we started there." said Ben, but then a beeping sound was heard. "Oh sorry, someone's calling me." said Azmuth and picked up the call. "Yes?" he asked, "Boss, the problem in outer space has been taken care of! The universe is safe again." said whoever was on the other line. "Alright, I'll tell everyone who's with me." replied Azmuth and ended the call. Naturally, Ben didn't understand what the converstation is about since Azmuth and the other alien spoke in alien language. I just translated it. "What was that all about?" Ben asked, "One of my other friends said that the problem in outer space has been taken care of. The universe is safe once more." said Azmuth. "-AAAAAALLLLLLLRRRRRRRRRRIIIIIGGGHHHHTTTTTTTT!" Ben yelled as he pumped his fist in the air. But then a familiar sound could be heard.

*Omnitrix time out sounds*

[Some Time Later...]

Ben and his new friends were back in outer space inside Azmuth's ship, Ben had just finished some extra training and was now being sent back home.

"So Azmuth, what was that place that Vilgax took me to?"

"-I...-I don't know. But I'm going to find out more about it."

"I thought you were a genius."

"Even I don't know everything."

"I kinda find that hard to believe, but then again... I kinda have to agree though. No one's perfect after all. So... Azmuth... have you found ways to improve the Omnitrix yet?"

"Not yet, but I'm working on it. Pretty soon, you'll have a device that will have the potential to save the universe. But... in the meantime... I will continue to work and improve on it."

"And then I'll be able to be the BEST HERO EVER!"

"One day kid, one day."

Another day was saved by Ben and his new friends, what kinds of adventures await him next time? All of you will find out soon...

[==*The End*==]