Hello, Ultras! I hope you are having a great day! Welcome to a chapter that we've been building up to for about fourteen chapters! That's right, the confrontation with Vilgax! And if I am to say so myself, I think it is a great one! It is a bit longer of a chapter, but there was absolutely nowhere that I could find to cut it off, so enjoy a long, action-packed chapter!

Trigger warnings... There is A LOT of fighting this chapter. Like almost the entire thing. It gets graphic for one paragraph after the page break, starting with, "Clyde scurried to his feet." It gets graphic again in the paragraph that starts with, "One of them was still stuck..." The third time it gets graphic is for two paragraphs, starting with the one that reads, "The blast burned through the metal..."

There are also several instances of choice language. The first instance is in the paragraph which reads, "There's only one thing that he does want..." The second instance is in the paragraph which reads, "Yeah, Clyde answered, standing up..." The third instance is in the paragraph after the one which reads, "Gwen! Ben shouted, cold fear freezing in his veins..." The next one is in the paragraph after the one which reads, "Do! Not! Lay! A! Finger! On! Her!" The last two are in the same paragraph, which is in the paragraph after the one which reads, "Three! They shouted in unison..."

The soundtrack for this chapter is "Blow Me Away," by Breaking Benjamin. It thought that the song went well with the fight scenes, the overall feel of the attack on Vilgax's ship, as well as Ben's fight with Vilgax. It also pairs well with the fact that they're fighting on a rapidly-falling apart Spirit Breaker. It's just a great pair overall, in my opinion. You can listen to in on youtube by going to /watch?v=yUmnJbVNRpQ

Enjoy the chapter!


The Ultra 10 Chronicles: Volume 2: A Hero Earth Needs

Chapter 54: Boarding the Spirit Breaker

The next day, June 24

Vilgax sat in his control bridge, brooding to himself as his crew continued piloting the massive warship. His tentacles withered impatiently across his chest. He was annoyed with this planet's puny PLUMMER outpost. They had seemed like a viable tool to use in finding the Omnitrix.

However, their repeated failings had worn his patience very thin. If the Oppressor hadn't been constantly harassed and delayed by the Galvan Interplanetary Security Forces, then he would have had it here months ago, and never would have had to put up with the pathetic PLUMMERs in the first place.

"I want to talk to the leader of the PLUMMERs," Vilgax demanded of his crew of androids, which swarmed around to carry out his command. "I will be in my throne room." With that, Vilgax stood up and walked out of the control bridge. He passed the hallways that led into the interior of his ship. Months ago, he would have had hundreds of organic crew members scurrying to get out of his way.

However, his battle with the Galactic Enforcers had killed nearly all of them. Now they were almost all automated androids. He hadn't been back to Vilgaxia to pick up another crew of organics, but the Oppressor would bring enough organics to resupply, as well as to finish repairs on the Spirit Breaker.

The androids were tonnes more efficient than an organic crew, but he enjoyed seeing the looks of fear in the eyes of an organic crew. It was a constant reminder that he needed to maintain his foreboding appearance if he was to command respect.

All of a sudden, Vilgax felt a pain in his chest. He hadn't ever completely healed from the battle over Earth. The scaring in his respiratory system was stubborn. Something that an android crew could hardly diagnose. He'd need an organic physician to completely heal.

Soldiering past the momentary pain, Vilgax arrived at his command bridge, the doors opening up automatically for him as he entered. He sat on his throne, quickly becoming lost in thought as he planned his next moves.

Several minutes later, an annoying beeping sound signaled that his crew was trying to contact him.

"What is it?" Vilgax demanded.

"The leader of the PLUMMERs outpost on the planet has arrived onboard the Spirit Breaker," the android answered.

"Send him into my throne room," Vilgax answered. After a couple of minutes, the doors opened up, revealing a small group of PLUMMERs.

"Where is that pitiful excuse for a leader?" Vilgax boomed. "The one you call Alpha?"

"He was killed," Clyde Armstrong answered. "He was killed by one of our ex-agents-"

"I don't want to hear about your pathetic struggle to discipline your own," Vilgax interrupted him. "So you are the new leader?" Clyde nodded.

"Yes, sir. I've assumed the title of Alpha," he answered. Vilgax waived him off.

"I've summoned you here to inquire personally about your pitiful results," Vilgax boomed. "Why has Ultra 10 not been captured yet?" Clyde stood in silence for a moment before answering.

"The PLUMMERs of Earth were organized to defend Earth from alien and magical threats," he said. "That is our first obligation."

"I don't care about your pathetic club!" Vilgax bellowed.

"Well, we care about your presence," Clyde answered, placing a hand on his pistol. Though he hadn't drawn it yet, it was a message to Vilgax. "The PLUMMERs don't take orders from an alien thug."

"Is that a threat, little Alpha?" Vilgax asked menacingly, standing up from his throne to tower over the PLUMMER. Bree and the other agents that accompanied Clyde drew their weapons, pointing them at Vilgax. However, the alien paid them no mind, focusing all of his attention down at Clyde.

"We are not going to work together anymore," Clyde growled back at Vilgax, glaring up at the alien. "You can retrieve Ultra 10 yourself, and then get off of my planet."

"I do not take orders from filth!" Vilgax struck Clyde with the back of his clawed hand, sending him to the ground. Immediately, Bree fired her gun at Vilgax, the laser burning a scorch mark on the alien's green flesh. She was backed up by the other agents all firing their weapons at Vilgax as well.

Far from actually injuring him, this only seemed to anger Vilgax even more, who ran towards Bree, intending to plow her over. Bree lunged to the side, narrowly avoiding Vilgax, and rolled to her feet, firing again at the squid.

"Get Alpha out of here!" She shouted. Two agents rushed over to help Clyde stand up and help him towards the door. However, he struggled to wrestle himself free of them.

"Alpha, we need to get you back to Earth," one of the agents said sternly.

"No!" Clyde protested. "I'm not running from the alien thug!" Behind him, Bree and three other agents were doing their best to fire at Vilgax, and avoid being trampled or thrown by him. Vilgax roared angrily as he focused on Clyde. With one swat of his arm, he threw two agents against the far wall. With another swat, he sent Bree several feet into the air, before she landed, sprawled out on the floor.

"You thought that you could come onto my ship, and make demands of me?" Vilgax angrily roared. The two agents pushed Alpha out of the room and closed the door, drawing their weapons on Vilgax. The squid snickered.

"What is a few more seconds?" Vilgax gloated.


Outside of the throne room, onboard the Spirit Breaker

Clyde scurried to his feet. He heard Vilgax punch the door leading out of the throne room. Right where the two agents had been standing. Not taking a moment to mourn, Clyde ran down the hallway, looking for somewhere he could hide. He turned down a conjoining hall right as he heard Vilgax break through the door, an angry snarl on his lips. He heard several moist objects splatter onto the floor as Vilgax moved into the hallway.

"This is my ship," Vilgax snarled. "You cannot hope to survive. Come out now, and your death will be quick!" Clyde took a step further down the hallway, his military boots clicking on the floor.

Immediately, Vilgax focused on the sound, running towards the turn. Hearing him, Clyde took off running, looking for somewhere he could hide. Some corner he could crouch in or some bin he could hide in. So far, there was nothing.

"I see you!" Vilgax roared behind him, each of his steps quickly outpacing Clyde's. He was catching up quickly to the PLUMMER. Out of the corner of his vision, Clyde saw a room that had the door open. He could duck in there momentarily. If only he could reach it before Vilgax reached him.

Clyde felt his heart beating in his ears, his chest already burning from the adrenaline and strain he was putting on it. Vilgax was only a few yards behind him now.

Finally, Clyde threw his hand out, catching the side of the door, and pulled himself through. Vilgax went sliding by, his alien footwear loosing traction on the slick floor. Safe for a moment, Clyde looked around, only to notice that he wasn't alone in the room. He'd somehow maneuvered his way back to the control bridge, where almost a dozen androids were just starting to notice him.

Quickly drawing his pistol, Clyde gunned down every android, and took cover behind one of the consoles. Behind him, the ominous footsteps of Vilgax entered the control bridge.

"You just killed the pilot," Vilgax spoke. "But I have more androids. Though you will not survive." Crouching behind the console, Clyde took out a little gift that Bree had given him.


Earlier that day

"Vilgax has summoned us to his ship," Clyde remarked. Surprised, Bree spun around, seeing Clyde standing at the doorway, and saluted. "At ease."

"What does the squid want?" Bree asked.

"There's only one thing that he does want," Clyde answered back. "That damn alien watch. But why has he summoned us? Obviously to scold and threaten us again, like he did to my predecessor."

"And?" Bree asked. "You're not all that thrilled about your predecessor's choices."

"He was my boss, and I did what he said," Clyde relented. "But no. Our duty is to Earth, not some alien holding Earth as a hostage."

"You know what will happen if you confront Vilgax," Bree said, taking a step closer. "And disregarding his summons is equally as deadly."

"I am a soldier," Clyde responded. "So are you. We know what is at risk." Bree reached into her pocket, pulling out a small cylinder.

"I was tasked to take down Alpha, your predecessor," Bree admitted, her voice quivering slightly. "This was to be used as a last result."

"But you had plenty of times that you could have killed him," Clyde responded, returning his gaze from the capsule to Bree.

"I… may have had second thoughts," Bree admitted. "I don't know why I'm sharing all this with you, other than a hope that we survive this. And that you'll forgive me." Clyde looked back down at the capsule Bree was holding out to him.

"My wife died years ago," Clyde replied. "If I die, I go to meet her. If we survive…" Clyde took the cylinder. "Then we have another chance to do what's right…"


"I guess that I have a chance to do what's right anyway," Clyde whispered to himself. "Take care, Manny." Clyde pressed a button on the cylinder. Beside him, Vilgax ripped the console away, revealing Clyde crouching there.

"Any last words?" Vilgax taunted. "Before I rip you apart?"

"Yeah," Clyde answered, standing up. "See you in alien Hell." He showed the cylinder with the blinking red light on it. Vilgax's beady eyes widened, realizing what Clyde had hidden. He had only an instant to turn away as the anti-matter grenade blew up, the explosion scorching Vilgax's face and tentacles as he was engulfed in flame. But the anti-matter quickly kicked in, absorbing the blast, as well as large portions of whatever was closest to the grenade.

As it turned out, it absorbed into nothingness large parts of the command consoles nearest to Clyde, causing the navigational computer to start blaring warnings. The Spirit Breaker was starting to fall from the sky. Vilgax roared in anger.

"Get a flight crew to the command bridge!" Vilgax roared at the top of his lungs, his voice echoing down the halls of his ship. Within a few minutes, several androids came running their way into the room, taking control at the remaining consoles, and righting the rapidly descending Spirit Breaker.


"He's gone," Bree groaned as she rolled over. She'd been knocked unconscious for several minutes after her fall. Getting to her hands and knees, she looked around her, seeing the gory remains of the two agents that had dared to oppose Vilgax, in order to let Clyde get a head start. Behind her, she saw the two agents that Vilgax had swatted away.

One of them was still stuck to the wall, having been impaled on an instrument panel that protruded from the wall. The other agent was lying on the ground, unmoving. Bree crawled her way over to him to see that the wall had cracked where the second agent had impacted, leaving a blood stain. His head had cracked open upon impact. He was now lying dead in a pool of his own blood.

Bree crawled towards Vilgax's throne, halfway dragging herself as she went. She took out her modified communicator, plugging it into the controls on Vilgax's throne armrest. With a little green light, the communicator signaled that the range was boosted.

"Max, Wes, anyone? This is Bree Albright," spoke into the communicator. "Clyde Armstrong is probably dead, and I will probably soon be. But Vilgax is injured and weak. Now is the time to attack him!" Bree took a breath, her adrenaline starting to wear off. "If you are going to drive Vilgax off planet, now is the time!"


Max's PLUMMER Auxiliaries' base

"Did you get the transmission?" Wes asked Max.

"She broadcasted on all frequencies," Max replied back. "Anyone with a comm link or radio heard it."

"But can she be trusted?" Wes answered again.

"I don't think that we have the luxury of debating that," Max shot back. "I saw the Spirit Breaker start falling out of the sky, same as you. If it's legit, we have to act. If it's a trap, then I guess we'll have to find our way through it." Wes nodded, conceding to Max's judgement.

"You contact Team Ultra, I'll get a transport to take us there," he replied before running off towards their incredibly small hangar. It was really the adjoining warehouse that they'd connected, and it only had two transport vans and the Rust Bucket. But it was a start.

"Team Ultra, this is Max Tennyson," Max spoke into his communicator. "I hate to spring this on you, but we are gearing up to board Vilgax's ship immediately. Your assistance would be greatly appreciated."

"The team in in Ross Park now, getting ready to board," Julie replied through the comm channel. "If you're able to pick them up, they'll accompany you onto the Spirit Breaker to take down Vilgax."

"Tell them to be ready when we arrive," Max answered. "Transports will be there in five minutes." With that, Max ended the communication, slipping the comm link back into his pocket. "Sounds like Team Ultra is on board!" He shouted through the base, earning a cheer from the agents within earshot.

Max ran towards the Rust Bucket, quickly climbing inside. The old PLUMMER Mobile Command Post had seen her fair share of battles, but she always seemed to pull through. But, further than that, she always seemed to have just the right tools and weapons to pull him through. This would be putting the old girl to the test. Heading to the back closet, Max opened up the old RV's excuse for a closet, and pressed a button hidden in the top inside corner. The back of the closet rotated, revealing his spare PLUMMER suits.

Quickly getting inside one, Max noticed that the suit was a little small on him, an embarrassing observation that he made a mental note to take care of later. Picking one of the helmets off of the wall, he slipped it over his head, relieved to observe that the helmets hadn't shrunk like the suit had. With a tap, the helmet came online, connecting with his suit. He heard a rap at the door to the RV, before the door whooshed open.

"Mr. Tennyson, sir," the young man addressed him. "We're ready to head out." Max looked at the young man, who had a certain look in his eyes. It was a mixture of determination, excitement and terror. It was a look that Max knew well, wearing it for many years as a new PLUMMER agent.

"What's your name, son?" Max asked.

"Thorn, sir," the man replied. "Johnny Thorn."

"Johnny," Max addressed the young soldier. "You weren't a PLUMMER agent, were you?" Johnny shook his head.

"No, I joined up to stop the PLUMMERs from working with Vilgax, sir," he responded.

"You haven't seen a real battle up close and personal yet, have you?" Thorn shook his head. "That's alright, I've seen more than my fair share. Just keep your head down, your eyes open, and your brain on. You do that, and you'll be just fine." It was a very-abridged version of a speech he'd given to generations of PLUMMER agents he'd trained. And the speech always seemed to help. If time would permit, he'd give the entire speech, but alas, the shortened version would have to suffice.

"Thank you, sir," Thorn replied. Though it was minimal, the fear seemed to dim a bit from his countenance.

"I'll pick up Team Ultra in my transport," Max said. "Take the other transports, and board the Spirit Breaker from the bay underneath. Speed is going to be of the essence." Johnny nodded, and shut the door to the RV, rushing off to relay Max's orders.

Suited up in his PLUMMER uniform, Max sat in the driver's seat and started the old girl up. Despite her decades-long life of service, she still started up with little problem, although she had began to have a few bolts and hoses that needed constant repair since that summer trip all those years ago.

"I can't believe that was almost four years ago," Max whispered to himself. Pressing the gas, Max sped out of the hangar, with the other two vans behind him. He turned off onto a street, watching the other two vans speed past. They were headed for Vilgax. He had a detour to make.

"Rust Bucket, PLUMMER code A10," Max commanded, looking down at the radio. The entire console rotated around, revealing a completely new console. One that looked more high-tech and military. On the left half of the new tech were two red buttons, each one putting the Rust Bucket into a very different mode. Max reached down and pressed the right button.

Immediately, the roof of the Rust Bucket pulled back, revealing two rocket thrusters that mechanically moved into position on top of the RV. The sections of siding over the front and back tires rotated up, moving together and extending to create two plane wings. The Radars and antennas on top folded up and entered a compartment, causing the entire vehicle to assume a more stream-lined look.

Inside, Max's steering wheel folded into itself, becoming more of a jet-plane's rudder. The rocket thrusters fired off, greatly increasing the speed as Max felt the pressure kick into his chest. He grasped the two handholds on the new rudder, angling the Rust Bucket into the sky. In a moment, the old RV was airborne, soaring over the buildings of Bellwood towards Ross Park. In a matter of moments, Max was hovering over the park, just overhead of where the group of heroes were standing.

Angling the Rust Bucket down, Max pressed another button on his console, which extended a ramp out from the door. All five of the heroes jumped on, heading up and into the Rust Bucket.

"Sweet ride," Cooper remarked as he closed the door behind him. The ramp receded back into the Rust Bucket, and Max angled the RV up into the sky, towards The Spirit Breaker.

"You guys had better buckle up," Max warned them as they flew towards Vilgax's ship. "This is going to get rather bumpy…" The teens scurried to find a seat, buckling themselves in. In the passenger seat, Cooper sat down.

"This ship is amazing," he marveled.

"Technopath?" Max questioned.

"How did you?" Cooper started.

"It was the NanoMech," Max replied nonchalantly. "It's generations above natural Earth tech. You had to be an alien or a technopath." Cooper nodded.

"Fair enough," he said. "And I'm guessing that you're one as well?"

"Modified alien tech," Max replied. "Got it from breaking up alien smuggling rings, trade deals, the likes."

"She's a beauty," Cooper remarked.

"This isn't the half of it," Max said. "I'll have to show you some of what she's got after we're finished with Vilgax." Cooper nodded.

"I'll hold you to that."

"Brace yourselves!" Max shouted as the Spirit Breaker loomed large ahead. Pressing another button, the front bumper of the Rust Bucket extended out, powering up to become an electric battering ram. In an instant, the RV slammed into the side of the Spirit Breaker, the electric battering Ram dispersing the electric field shield before slamming into the actual side of the ship. But despite the tough material, the Rust Bucket broke through, its wheels slamming down onto the hard floor.

"Grr," Max gritted his teeth as he struggled to land the vehicle without slamming through too many more walls. The wings disappeared, and the rocket thrusters disappeared underneath the ceiling of the roof again. Finally, Max brought the Rust Bucket to a stop.

"Wow," Ellie breathed out. "That was-"

"No time to waste," Max interrupted her. "My agents are already in the bay fighting for control of the hangar. Our first objective is to keep Vilgax from escaping, and to keep more of those drones from landing on Earth. Your job is to get Vilgax and take him down. My men will be along as soon as they are able."

"Thanks, Grandpa," Ben let slip out before he could stop himself.

"Excuse me?" Max blurted out, glancing behind him.

"I meant Max," Ben corrected before slamming down the face of the Omnitrix, exploding in a green flash of light. "BigChill!" Ben appeared as the alien moth-man before phasing through the side of the Rust Bucket, out into the Spirit Breaker. Behind him, Ellie opened up the door to the RV, and the four teens climbed out.

"I'm looking for Vilgax," Ben explained.

"Right, Sam and I are going to see if we can keep this ship from crashing into the ground," Cooper agreed.

"I'm going with Ultra," Lucky Girl interjected. "You'll need all the luck you can get to take him down." Ben nodded in approval.

"Ellie? You go with Max to see if there are any surviving PLUMMERs we can get out. Make your way to help Wes and the Auxiliaries." Ellie nodded, her suit activating her jetpack. She quickly took off down the hall, being followed by Max. Cooper and Sam took off down another hall, looking for the command bridge.

"I'm going to use this alien's intangibility to search for him," Ben explained. "If we split up, we'll cover more ground." Gwen nodded.

"Verbum remotus," Gwen said, the purple magic appearing around her hands, which grew to encompass both her head, as well as Ben's.

"Now we're connected in our minds," Gwen thought to Ben. "If one of us find him first, the other will know it immediately."

"Good thinking," Ben said, not quite getting the idea of the mind link. "If one of us finds Vilgax first, the other will be there as soon as possible." With that, he turned and phased through the wall. He passed into a room that looked to be full of storage containers.

"I don't know if he understands how dangerous this is, or if he just doesn't care," Gwen's thought drifted into his mind.

"What is that?" Ben asked, confused by the thought in his head.

"Sorry! Still getting used to the spell!" Gwen apologized. "Gotta remember to filter them!" Ben shook his head, dismissing the thought, and continued his search for Vilgax. He floated through several more rooms, moving as quickly as he could, while still remaining intangible. He passed what looked like an armory, barracks rooms, and more storage rooms before stumbling across the signs of a fight in a hallway.

"I may have found something," Ben thought as he surveyed the scene. One door had been torn through, with the remains of several destroyed and bloodied human bodies halfway through it. The trail of blood and wreckage continued down a hallway leading away from the room, and turned down a second hallway.

"I'll be there as soon as I can," Gwen thought back.

"Be careful," Ben warned. "Vilgax was here, but he isn't here now. So he is probably close by." With that, Ben followed the wreckage down the hallway, using BigChill's ability to check as many rooms as possible as he went. After a minute of searching, he distantly heard an angry snarl. Cautiously, Ben continued to move forward, listening for any dialogue that he could make out.

"…Recall the drones from the surface," the voice boomed. "I don't want any of the humans to escape my ship!"

"Found him," Ben thought as his hand reached up to the badge on his chest. If he was going to fight Vilgax, he was going to need a form that was more battle-capable.

"I'll be right there!" Gwen thought as she began running from wherever she was, towards where she felt Ben's thoughts had come from.

"Julie, I've found Vilgax," Ben whispered into his comm link. "Send the position to the Auxiliaries. All the help I can get will be appreciated to take Squid-face down."

"You got it," Julie replied. With that, Ben pressed the badge, exploding in an emerald light. "Wrath!" Ben shouted as the tiger-like alien. With his fist-claws, Ben punched and tore through the doorway, and into the room where Vilgax was waiting. The image startled him. He hadn't thought to see Vilgax inside a medical container of some sort, with partially-healed burns and cuts all over the right side of his body.

"You!" Vilgax growled angrily.

"Hey there, Squid-face!" Ben taunted the massive alien. He had modified his body since their last encounter. It looked like he'd been taking alien steroids, his massive arms and legs flexing with massive muscles. Even inside the medical chamber, Vilgax looked imposing.

Vilgax roared angrily, hitting the tank with his clenched fists, shattering the material in one blow. Translucent, greenish fluid spilled out, covering the floor in a slimy texture.

"You have some nerve, coming aboard my ship to do battle," Vilgax roared.

"Let me tell ya something, Vilgax, alien bully that looks like a squid! Wrath is going to teach you the meaning of nerve! When I beat you with mine!" Ben roared with raw fury. "It doesn't make sense, but neither will your autopsy!"

Ben jumped at Vilgax, his clawed fists gouging into Vilgax as he punched him. But his skin was tough, deflecting the claws that could puncture sheet steel with ease. Vilgax swatted at Wrath, sending him against the wall he'd entered through. But Wrath's catlike reflexes kicked in, rebounding off of the wall, and back towards Vilgax.

"Is this what you call fighting?" Vilgax spat. "Pathetic."

"Wrath will show you the meaning of pathetic!" Wrath shouted as he punched again at Vilgax. The squid caught the punch, throwing one of his own at Wrath. Ben was sent flying against the far wall.

"Alright, you've got some strength," Wrath relented. "But Wrath isn't done yet!" He picked up two crates full of some sort of medical supplies, one in each hand, and threw them at Vilgax. Vilgax swatted at the first crate, exploding it as the contents went everywhere. However, he wasn't fast enough to hit the second one, which hit him in the head.

The contents exploded all over the room as Vilgax staggered back. Blinking, he looked back at Wrath, just in time to catch a flying punch to the cheek, leaving a nasty gash that oozed green blood all over his neck tentacles. Vilgax touched his new cut, slimy green blood on his clawed fingers.

"Stings, doesn't it?" Wrath mocked. "And that's just the start of it!" The alien tiger threw another punch at Vilgax, who surprised him by reaching out and grabbing him by his head. The immediate change of momentum felt like it just about broke Wrath's neck. With a growl, Vilgax threw wrath against the wall again, his impact cracking the surface. Immediately, Vilgax rushed forward, slamming into Wrath as they both broke through the wall and out into the hallway.

Wrath stood up, dizzy from the impact, when Vilgax punched him again, sending him across the hall and into the wall on the other side. Ben caught a glimpse of Vilgax, spinning to narrowly avoid the alien's huge momentum as he crashed through the wall again.

"Wrath can still take you!" Ben roared, halfway a statement of his prowess, and halfway reassuring himself. Using his claw, Ben slashed at a pipe, cutting it from the wall, and wielded it like a bat. Vilgax emerged from the hole he'd created, coming out to face his opponent. Wrath swing the bar at Vilgax, who swiped at it with his claws, the bar falling to pieces on the ground.

"Alright, you wanna go? Let's go!" Wrath shouted as he threw the stub of the weapon at Vilgax's head. Vilgax caught it in one hand, throwing it away like a scrap of garbage. With his other hand clenched, Vilgax punched Wrath, sending him to his hands and knees. Then, with an unnatural swiftness, he picked Wrath, sending him into the air and slamming him into the ceiling. As he fell, Vilgax grabbed him and threw him against the wall. Ben burst through the wall, rolling onto the floor of the room within.

"Ugh, he went," Wrath muttered as he struggled to stand up. Through the collapsed wall, Vilgax stepped into the room.

"Give me full control," that persistent, annoying voice pled with him in his head. "I beg of you! Let me have a go at him!"

"Shut up," Ben growled back to the voice.

"You'll die if you refuse me," the voice pled.

"You are only rage," Ben thought as he rolled to the side to avoid Vilgax's fist slamming down. "I have to out think him."

"Bombarda!" Lucky Girl's voice burst from behind the two combatants. The wall shattered into boulders of high-tech rubble, which launched themselves at Vilgax's head. Taken off guard, Vilgax stumbled forward, before turning his head around to burn holes through this other human daring to defy his will.

"Catch me if you can!" Gwen shouted as she dashed off down the hallway.

"Insulant vermin!" Vilgax roared as he ran off after her.

"Bought you some time," Gwen thought to him. "But the sooner you get a plan to get him off of my butt, the happier I'll be!" Ben heard Gwen using her magic to throw anything she could at Vilgax behind her, and him barreling through them all. Ben pressed the badge on his chest, reverting to his human form for a moment. He looked around at the room he was in. But nothing stood out to him. He activated the Omnitrix, quickly sorting through several forms before he found one he could make use of.

"GrayMatter!" He shouted as he appeared as the small, frog-like alien. As he looked around, several ideas popped out of oblivion into his mind. In an instant, he settled on one that he thought would work.

"Ben!" Gwen thought as he could feel her panic at Vilgax chasing her. He was getting closer, he could feel it.

"Lead him back towards me," GrayMatter thought back. "His momentum combined with the surface friction of the floor would cause him to continue moving past you if you were to take an immediate course correction back through-"

"Ben!" Gwen shouted in his mind.

"Slip through his legs!" GrayMatter simplified. "That'll give you the head start you need!" GrayMatter quickly went about preparing for the Chimera Sui Generis to head back his way. When it was almost all completed, he hit the Omnitrix badge, changing him into another alien.

"TailWhip!" Ben shouted as he appeared as the scorpion-like alien. Using his tail-blade, he began slashing at the floor and wall panels, exposing the pipes and wires that ran along the hallway. Severing specific ones, he slammed the badge again, exploding into a flash of green light.

"HeatBlast!" Ben shouted as he appeared as the fire alien.

"Here we come!" Gwen shouted in his mind as she ran past where Ben was standing. Quickly, Ben shot a blast of fire as several pipes running along the walls. The pipes expanded, ready to explode.

"There you are!" Vilgax roared as he caught sight of Ben. He began again to run at the two, or more specifically, at HeatBlast. As soon as he was in range, Ben blasted the pipes one more time, this time enough heat to burst a small hole in them. One on either side of the hallway. Liquid nitrogen sprayed from the pipes all over Vilgax, who immediately started forming a quickly-thickening layer of ice over him.

"This will not stop me!" Vilgax boomed as he shook off the ice, only for it to be replaced as more nitrogen sprayed at him.

"The ice is only part of it," HeatBlast chuckled. Still, he and Gwen moved backwards. Looking like he was struggling, Vilgax took a heavy step towards one of the pipes, trying to stop the flow with his hands. However, the other pipe continued to spray at him.

"The nitrogen is lowering your body temperature," HeatBlast explained. "Slowing your metabolism. Soon, you'll be too exhausted to move." Gwen glanced at HeatBlast in surprise.

"Since when did you start paying attention in school?" She asked.

"Since about thirty seconds ago when I was GrayMatter," Ben admitted, slamming the Omnitrix badge on his chest. He resorted back into his human form. "Now let's get out of here before he wakes up!" The two teenagers took off down the hallway.

"Julie, we've taken down Vilgax," Ben spoke into his comm link. "Where's the command bridge? We'll help Cooper and Sam."

"The bridge should be at the end of the hall," Julie's voice came through the comm link. "Cooper's merged with the main computer on the level below trying to override the central control system. Sam's down there with him. I don't think anyone's in the bridge right now."

"We'll see what we can do at the bridge," Gwen answered through her comm link. "Come on!" She said to Ben as the two of them ran into the command bridge. They looked around the nearly-destroyed bridge.

"Do you have any idea on how to fly this thing?" Gwen asked him.

"No, but I know someone who might!" Ben answered, activating the Omnitrix. "GrayMatter!" He took a quick survey of the room.

"Well? Anything stand out to you?" Gwen asked. "We're kind of in a time crunch here!" Unthinking, GrayMatter climbed up onto Gwen's shoulder for a better vantage point.

"Over there!" GrayMatter pointed at a large machine against the wall. "That's the navigational computer. That'll compute the exact adjustments to stop the ship's descent!" Gwen ran over to the machine.

"So how do I use it?" She asked. GrayMatter pointed to an interface on the side of it.

"Input these coordinates," Ben instructed her before rattling off a long list of digits. Gwen punched them in just as quickly as Ben gave them.

"Now what?" Gwen asked.

"The navi-computer is making the adjustments," GrayMatter answered. "Let's turn off the ship's automated defenses. That'll help Grandpa's auxiliaries." He pointed to a partially damaged console a few feet away. "That's the one."

"I will wear your pelt as a trophy!" An angry voice spoke behind them. Gwen spun around to see Vilgax standing in the doorway. He was leaning heavily on the side of the wall.

"How uncivilized," GrayMatter remarked.

"Not to mention, gross!" Gwen added. Vilgax growled angrily, ripping out a control panel from the doorway and throwing it at the two. Gwen's karate training snapped into motion as she dived off to the side, somersaulting before popping back up to her feet. GrayMatter, on the other hand had flown off of her shoulder, landing hard on the ground. Above him, the control panel smashed into the console they'd just been using.

"Ahh!" Ben shouted as he ran to avoid the debris falling to the ground. He reached behind him and palmed the badge, exploding in a green light.

"Goopy!" Ben shouted as he appeared as the green alien. He launched himself at Vilgax's face, completely engulfing his face. His acidic body burned at his skin as he struggled to tear him off. He finally managed to do so, grasping the metallic disc that kept this alien in one piece, more or less.

Throwing it, Ben felt the pull, and went with it, splattering against the front window of the command bridge. In a red flash, he was back to himself, groaning from the beating he'd been taking since engaging Vilgax. With a waive of her hand, Gwen used her Charms of Bazel to levitate the squid, and then slam him back onto the floor, denting it as he hit it.

"Friggio!" Gwen shouted as an icy blast shot from her outstretched hands, swirling around Vilgax. The air around the alien dropping a dozen degrees a second.

"Sounds like Vilgax is back," Julie spoke through Gwen's comm link. "There's several Auxiliaries headed your way. They may be of some help!" Ben felt the navi-computer make the last of the changes, lifting back into the sky. It was quickly heading up, out of the Earth's atmosphere, though it had some way to go.

The sudden shift threw everyone off of their balance as they stumbled to secure their footing. The stumble broke Gwen's concentration, ending the blizzard spell. Still, it had done its job rather well, Vilgax struggling to get to his feet as his metabolism was screaming in protest. He was visually slowing down.

"Agh," Vilgax grumbled as he picked up the nearest control console and threw it at Lucky Girl.

"Ahh!" She shouted as she spun to avoid being struck. Still, the shattering tech all around her exploded, knocking her to the ground. She didn't get back up.

"Gwen!" Ben shouted, cold fear freezing in his veins. He was frozen for a moment, afraid that she had been hurt, or worse, killed. He turned his gaze towards Vilgax, his shock and fear turning to anger. Then a rage bubbled up inside of him, melting the icy fear away and replacing it with a roaring fire.

"You bastard!" Ben shouted, letting go his pent-up rage. He felt his inner-persona flex as he lost it at Vilgax. But he couldn't care less. Still human, Ben ran at the alien, jumping into a kick, which bounced off harmlessly against the gigantic alien.

"How dare you hurt her!" Ben shouted, his voice crackling from the effort. Without thinking, he changed into the first alien that came up, again jumping up to punch his foe. Wrath's black claws scratched at Vilgax's chest armor as Ben continued to punch away at it.

Vilgax lazily brought his hand up to swat away at Ben, but he was having none of it. Halting his hand with his own, Ben threw it back to the ground, continuing to wail on Vilgax's suit.

"Do! Not! Lay! A! Finger! On! Her!" Ben shouted as he continued to claw at Vilgax. Finally, the alien got enough strength to swat away at him, sending Wrath to the ground.

"What in the Hell?" One agent exclaimed, seeing Vilgax slumped over on the floor. He had just entered the command bridge from the hallway. He raised his gun up to aim at Vilgax.

"Puny…" Vilgax muttered as he picked up the man and threw him at Wrath. Ben caught the man square in the chest, sending them both to the ground. Roughly, Ben shoved off the soldier and got ready to pounce on Vilgax again. The alien was leaning heavily on the navi-computer, trying to stand up.

Outside the command bridge, the Rust Bucket hovered into view, although Max was no longer at the wheel. Out of the top of the RV, a platform opened up. And on the platform, Max stood, wielding a massive gun.

"Take this, you alien filth!" He shouted as he fired the gun at Vilgax. The laser blast shattered through the window of the Spirit Breaker like it were made of tissue paper. The pale-blue bolt burned through the air towards Vilgax, heading straight for his face. However, Vilgax ducked his head, the laser blast making contact with the navi-computer.

The blast burned through the metal of the computer, causing it to go critical. In an instant, it exploded into a fiery furnace, metal shrapnel tearing through Vilgax's backside. However, that wasn't the only bit that it tore through. The metal shrapnel flew through the command bridge, slicing up Wrath, who had been jumping at Vilgax.

His blood splattering on the ground, Ben fell down, roaring in pain. Quickly, his inner persona fell silent again, as Ben regained control over himself. His Omnitrix flashed red again, its reserve power drained, leaving Ultra 10 a bleeding heap on the floor. Vilgax snarled as he struggled to his feet. He ripped a shard of metal out of his back and threw it at the Rust Bucket, the autopilot swerving to avoid getting hit.

"Woah," Max stumbled as the RV righted itself. However, Vilgax had used the moment to stand up and rush off of the command bridge. Besides Gwen a computer interface had been also struck with the shrapnel, it now fizzling and sparking as whatever it controlled started to go critical.

"That's the FTL system!" Max shouted. "Get away!" But it was too late. The console blew up, though not in a fiery explosion. This sent an an energy wave outward, slamming into Gwen, Max, Ben and the solider. And, other than knocking all of them over, it seemed to fizzle out.

However, the wave was messing with the Rust Bucket, the controls inside the RV sparking, causing it to lurch back and forth.

"Woah!" Max shouted as his platform lowered back down into the Rust Bucket. Quickly, he took the controls, trying to stabilize the vehicle.

"Ugh," Ben groaned from the floor, his NanoMech suit starting to leak his blood onto the slick floor. Gwen got up and crawled over to him, removing his mask and watching the NanoMech fold up into itself. Beside her, the soldier stood up, rushing over to him. Outside, the Rust Bucket continued its chaotic free fall back towards Bellwood.

"Looks like he's hurt bad," the soldier commented. "I'll try to get ahold of one of the transports to lift him outta here!"

"No time!" Gwen shouted as she stood up. "Help me pick him up!" The soldier did as she commanded, picking Ben up and wrapping his arms around their shoulders.

"My magic will slow our fall," Gwen explained. "We just need to jump out of the window."

"How on Earth would that help?" He shouted in shock.

"We've got a friend that can fix him up," Gwen shouted back. "But she's on the ground! Jumping out is the fastest way!"

"I sure hope you know what you're doing!" He shouted back as he walked them towards the window. "On three!"

"One!" Gwen shouted. "Two!"

"Three!" They said in unison as Gwen jumped out, clutching Ben's arm over her shoulder, and his bleeding chest to hers. The soldier tried to jump too, but his fear got to him, he stopping at the last minute.

"Damn it!" He shouted angrily at himself as he watched the two fall out of the sky. "Damn it!" He looked around. "I guess that I'd better get my butt back to the bay before the transports leave without me!" He quickly exited the command bridge.


A/N:

Whew! That will do it for the chapter! What are your thoughts? I hope that it lived up to, or exceeded the expectations for the fight! Like I said, nowhere to split up the chapter without devastating it, so I hope you enjoyed the longer chapter! What were your thoughts about Clyde Armstrong? His death was originally similar to what I had planned for Alpha, but I think that Alpha got the pathetic death he deserved. So Clyde Armstrong got that (somewhat) heroic death I hinted about several chapters back. As for Bree, do you think that she died? Or did she survive long enough for Ellie to find her and rescue her? What is going to happen to Vilgax? Is he going to abandon ship, or was he leaving to regroup? What about that crazy energy wave? Is the Spirit Breaker Salvageable, or is it going to start falling back to Earth in a firey mess? Any other thoughts, comments, critiques or ideas? Leave them in a review! I really appreciate every one I get, and enjoy reading them, so thank you in a advanced! Don't forget to leave a favorite and a follow!

Thanks for reading, and have an awesome day!

Review Responses:

yraj2004: Has Ben confirmed that Grandpa Max IS Max, Agent10/Overwatch leader? Also Alpha's death, so satisfying. Though Jack could have gone into coma as well, kinda sad to see him go. Also, boss fight incoming.

Thanks for the review! It was sad for Jack to die, but I thought that a hero's death suited him, rather than becoming disabled or something. He gave his life to end Alpha's, and to give Max's group a fighting chance. I see that as a fitting death. Sad, yes, but at least it was something worth dying for.

As for Ben confirming who Grandpa Max actually is, yes, he knows who Max is. Back in chapter 40: Not a Moment to Breathe, Ben recognized Max/Agent 10 as his grandpa, and shortly afterwards he told Gwen in chapter 41. Although, Max still is in the dark about Ben and Gwen, though that facade is going to soon fall away. Already, knowing the truth about Max is making it difficult for Ben and Gwen to not call him "Grandpa" as we saw briefly in the chapter above. And I hope you enjoyed the boss fight!

Ushindi: Amazing chapter! And Alpha is finally dead, a fitting ending for him. I'm sad that Jack died but he died as a hero. I'm looking forward to next chapter!

Thanks for the review, Ushindi! I hope that the chapter did not disappoint! Yes, Jack died a hero's death, but not in vain! Now both Alpha and Clyde Armstrong are removed from the top command of the PLUMMERs. Who will fill the role of leader? We will soon get to see!