Memorial Hospital was exactly as Alice remembered it; she visited the building so often that it became easy to memorize. Even from outside the building, she could pinpoint where each room was just by sight and memory. The biggest change to the hospital's courtyard were all the Kids Next Door operatives and Plumber agents stationed, occupying nearly every available space the courtyard could afford. It was a strange sight to see considering the vast difference between the two organizations (and the fact that the Plumbers were in the ballpark of teen to young adult), but she figured they were all here for Ben Tennyson. Coincidentally, so was her team.

"Hey, thanks for coming," Ben greeted with his signature grin. His green eyes narrowed in on the familiar cup in Suzy's hand. "Is that a Mr. Smoothy's?"

Suzy winked at the teenager and held it out to him. "Special order."

The team had been taking a break over in Bellwood, enjoying an early lunch at Mr. Smoothy's establishment following them stopping a business deal between Princess and Grim (not like their help really mattered since Grim had no plans of selling his Grim Gardens, but Junior did get a kick out of Princess' temper tantrum). Jimmy had sent word that Ben needed to see them over at Memorial Hospital for an assignment. The team acted quickly, but not before Suzy grabbed him an order of Mr. Smoothy's.

The teen hero accepted the drink with his lips quirked up at the side. "Don't tell the other teams, but you guys are my favorite."

"As if there was any competition," Suzy teased, resting her hands on her hips. "So, what do you have for us?"

"We've got problems with the Space Port," Ben answered.

"You mean more than this?" Junior sarcastically asked, pointing his thumb over his shoulder at the infected zone.

"Unfortunately, yeah," Ben replied, ignoring the sarcasm. "Betty's reported that Fusion Spawns have been sneaking in."

"That shouldn't be possible," Suzy commented with her brows furrowed. "The security field is supposed to keep trapped monsters in and outside monsters out."

"They've been tampering with the security field and drained the gates, allowing them to sneak in," a female voice answered from behind the trio.

Alice and her friends whirled around to meet the newcomer, surprise on their faces. The redhead girl, perhaps a year older than the team, if Alice had to guess, raised her hand and gave a brief wave.

"Hi. My name is Atomic Betty, but you can just call me Betty," the redhead greeted, dropping her hand to her side. "You're Team Super Stars, right?"

"That's us," Suzy, the unspoken leader of the team, answered. "Suzy, Nergal Junior, and Alice."

Betty's grin brightened at the reply. "Ben told me about how you three rescued my teammates and I, so I want to thank you for that."

Suzy's smile warmed. "Our pleasure."

"Where are your other teammates?" Junior questioned, noticing that there wasn't a green-skinned boy or a robot by the teenager.

"They're working on other assignments," Betty replied. "Now that we're back on our feet, we're more than happy to lend a hand and bring down this creep."

"She's been a big help around the Plaza," Ben contributed. "That's why I asked her to help out today."

"I was more than happy to assist, especially with the favor you did for my crew and I," Betty added with a giant grin. "Anyways, I scouted out three gates that were being siphoned by the Spawns. They'll need to be recharged quickly to keep the whole thing standing."

"This is where you three come in. Each of you grab a gate and recharge it," Ben continued with the explanation. "Betty's going to be your distraction and draw the attention of the Spawns, which will give you a small window to fix the gates and bring them back online."

"Sounds easy enough," Suzy remarked with a small nod.

"Real easy," Junior piped in, raising an eyebrow. "Couldn't you handle this by yourself? You've got some sort of speed alien, right?"

"I've got XLR8, but I can't really use my aliens right now," Ben replied, crossing his arms over his chest. "Aside from the Omnitrix acting up, Fusion Gwen has been stealing pieces of my aliens to make Fusion doubles. It's like she's got a sixth sense for when I'm using the watch, because she always appears. So far, she's swiped pieces for four of my aliens, so I've stopped using it to make sure she doesn't get her hands on more. We don't really need Fusion copies of them running around."

"Oh, okay then."

"Don't worry, we'll get this all taken care of," Suzy reassured their guide. She turned to address Betty. "Where are the gates located?"

"Can I borrow your NanoCom?"

Suzy handed over her NanoCom to the girl, watching with interest as Betty easily navigated the communicator. A holographic map of Offworld Plaza appeared for the group to see. Betty zoomed in until it was focused on the Space Port infected zone. She tapped on the NanoCom's screen three times, and with each tap a pinpoint appeared on the map.

"These are the three weak points," Betty announced.

"Pretty spaced out," Suzy commented, one hand gripping her chin as she mulled it over. "I can see why this would be challenging for a single person."

"One for each of us," Junior commented. "Reminds me of the Fissure."

"Except there's monsters involved," Alice pointed out. She turned a worried look Betty's way. "Will you be okay handling them?"

"I went and trimmed some of the numbers before you came, but I'll be alright," Betty answered with a confident smile. "They're nothing I can't handle."

"We can assume the monsters will attack the gates when they realize what we're doing," Suzy surmised. "We'll stay by the gates and thwart them off until the system is back online."

Junior and Alice nodded in agreement.

"Alice, as our fastest flyer, head over to the point here," Suzy instructed, pointing to the dot on the opposite side of the infected zone. Alice nodded again in agreement. "Junior, take up the point here, by the Dexbot." Junior nodded. "I'll take up the one here and help Betty draw the monsters away."

"Sounds like a plan," Betty remarked, smirking at the team. "Ready to go when you are."


Junior was right on the money. With Betty working as the distraction against the Killowatts, Team Super Stars was able to recharge the security gates' batteries with no difficulties. Betty was, according to Junior and Suzy who had front row seats to her Fusion battling, an incredible fighter. She didn't use any weapons, instead relying on her fists and martial arts prowess to defeat the Killowatts. Normally, contact with a Fusion would have burned the material, but Betty had gone and had her gloves and boots reinforced so that this wouldn't be a problem for the teen. Her effectiveness made it easy for the team to protect the gates until they were recharged.

Before they returned to Ben, the teenager sent a message to them asking for their further assistance. A friend of his, Cooper, had messaged that concentrated Fusion Matter was leaking in the Space Port. He needed the team to go in and collect the mini Terrafusers that were the sources of the leakage. Betty joined them to help Suzy retrieve the miniaturized Terrafuser since the latter couldn't pick it up with her bare hands. With four sets of hands collecting three Terrafusers, it was yet another easy job to put under Team Super Stars' belt.


"Terrafusers taken care of," Suzy announced as the team returned to the hospital's courtyard. "Just as requested."

Ben looked up from his communicator and managed a thin grin. "That's great to hear, but I need to ask another request."

"There's more problems?" Junior asked in surprise.

"Afraid so." The grin dropped into a frown. "Cooper's let me know that the air around the Space Port is infected," Ben answered. "Turns out when the Spawns were sneaking back and forth, the openings they left were just enough for atomized particles of Fusion Matter to sneak out. If this isn't contained, Earth's going to be in big trouble."

"Not on our watch, it isn't," Suzy countered. "What do we need to do?"

"We're going to need something to soak up the air particles," Ben answered. "Unfortunately, no one has one on hand."

"Not even Dexter?" Alice questioned, her eyes wide in surprise. With how on top of everything Dexter was, it was more than a little shocking to hear.

Ben shook his head. "Just checked with him. He doesn't have anything. Already got the same answer from Grandpa Max. No one would be able to make one for a couple hours, and by then it could be too late."

"I'll ask Admiral DeGill if there's anything in our armory," Betty proclaimed, already moving her wrist upward to begin the call.

Betty didn't have the chance to ask her commander if the Galactic Guardians had the needed device. A shadow loomed over them as a towering figure approached the circle.

"I have such a device."

The group whirled as one to find the newest addition to the circle. Alice stared in surprise at the giant octopus-like humanoid that loomed over the group. The surprise then turned to wariness because this humanoid was Vilgax. According to Jimmy Jones' blog, this alien was Ben's worst enemy, which made his presence at the hospital all the more distressing since he, a villain, was within arm's length of sick and injured patients. The only reassurance was that there were no reports of Vilgax undermining the war's effort...at least none that was made known to the public.

"This doesn't concern you, Vilgax," Ben retorted.

"Matters with the Space Port do concern me, Tennyson," Vilgax countered with a sneer. Then, his red eyes shifted and landed on Alice. "Especially if there is an Arthenadite present."

Alice flinched at the mention of her heritage. It wasn't like her alien origin was a secret now, but she felt uncomfortable with someone like Vilgax having that knowledge. There was also the tone he took, like he was disgusted that she was an Arthenadite. Probably like the rest of Earth, her connections with Fuse weren't going to win her any favors with the alien. However, strange that the villain referred to her as an Arthenadite rather than Fusion Girl or something similar.

Betty frowned in confusion at the name. "Arthenadite? They went extinct years ago."

"All but one, Galactic Guardian," Vilgax commented, his eyes remaining on the blue-haired girl. "This girl managed to survive her people's massacre, and has now brought the same fate to your planet."

"Wh-what?" Alice whispered in confusion, taken by surprise.

She knew her planet had been wiped out - Max Tennyson already told her this - but his further claim shocked her. What did he mean by that? Was he blaming her for Fuse's appearance? The very thought made her sick to her stomach.

"What's that supposed to mean?" Ben questioned, subtly changing his stance so he could move closer to the alien girl.

Vilgax sneered and shook his head. "I did not come over here to speak to you about a fallen planet. I came here to provide you with my Fusion Condenser."

"What is that?" Betty questioned, eyeing the alien overlord skeptically.

"The very device you need to draw in the condensed Fusion Matter."

"Were you listening in on our conversation?" Ben questioned. "Can't say I'm surprised, but-"

"It would be a waste of my time to listen to your drivel, Tennyson," Vilgax snapped, interrupting the teenager. "I have been monitoring the matters within the Space Port on my own, and the data showed evidence of Fusion Matter concentration. In preparation for such an event, I designed a Fusion Condenser to combat it."

"That's awfully convenient," Junior snarked.

"Your lack of preparation speaks of your low-level intelligence," Vilgax insulted, unperturbed by the furious look Junior shot him.

"Alright, Squidface," Ben said, smirking when Vilgax sent him a murderous look. "You made a vacuum. Why are you giving it to us?"

"Because I have other matters to attend to and you have already committed yourselves to cleaning up the Space Port," Vilgax explained. "Permitting you use of my device works to my benefit. So long as the Space Port is unavailable, I am unable to leave this detestable planet."

"Running away from a fight?" Betty questioned in a challenging tone. "Awfully brave of you, Conqueror of Ten Worlds."

Vilgax growled and leaned forward, getting in Betty's face. The redhead didn't flinch and stood her ground against his intimidation. "Very few have survived an encounter with Fuse. Even its creators were exterminated by the creature. Your planet will eventually fall, and I will be gone when that happens."

"Alright, that's enough." Ben stepped in between the two, forcing them to take a step back. "Unfortunately, you're right." Vilgax smirked at the admission. "We need to get the situation in the Space Port under control, and you have the device to do it. So we'll take the Fusion Condenser."

"A wise choice, Ben Tennyson," the alien rumbled.

From wherever he had hidden it on his person, the alien overlord pulled out the Fusion Condenser, which was the shape of a small pistol. Attached to the butt of the gun was the containment compartment, the shape of a clear cylinder. The tall alien looked like he was about to hand it to Ben, but then paused and dropped the item in Alice's hands, startling the girl. Her blue eyes stared up at Vilgax in wide-eyed confusion. He matched it with a sneer back at her.

"Here. Let the Arthenadite fix the mess her people made," Vilgax proposed. "It is the least she can do."

The alien overlord pushed his way through the group, bumping Alice and Ben a little more than probably necessary. The two kept on their feet and shot looks at the retreating figure; Ben in annoyance, Alice in confusion.

"Where are you going?" Betty questioned.

"I have already told you, I have business to attend to," Vilgax responded, descending down the hill. "One that doesn't concern you."

"That's not suspicious at all," Junior deadpan remarked.

"Yeah," Ben agreed, narrowing his eyes slightly. "Betty, mind following him?"

"You can count on me," Betty agreed, saluting the alien hero before rushing after Vilgax.

Ben released a sigh, momentarily hiding his face behind his hand to collect himself. He dropped the hand and smiled lopsidedly at the team still standing there.

"So, we've got the tool now," Ben began.

"Can we trust him though?" Junior asked, looking at the Fusion Condenser skeptically. "Last I remember, he's not a good guy."

"No, you're right about that. But you can trust his self-interest," Ben answered. "It's like he said, so long as he's here, he's in just as much danger as any of us."

Suzy nodded. "Okay then. We'll bring the Fusion Condenser into the Space Port and-"

"Actually, I'm going to ask Alice do this solo," Ben jumped in, cutting off Suzy. "I don't want to agree with Vilgax, but Alice would be the best suited for the job since she can fly. She can move through the space port and suck up the concentrated Fusion Matter easily compared to all of you going. Plus, we only have the one condenser."

Suzy thought it over for a second, looking over to her teammates for their weigh-in. It made sense, so not even Junior argued against it. Upon seeing her teammates nod in agreement, Suzy nodded confidently at their guide.

"Okay," she agreed.

"Do you mind, Alice?" Ben asked. "I know it probably sounds less like volunteering and more like voluntelling, but-"

"It's alright," Alice agreed. "I don't mind."

He grinned in gratitude at the girl before looking back at the remaining two members of Super Stars. "I have another favor. I need you two to head up to Galaxy Gardens and speak with Plumber Nathan. He's supposed to have an Atmospheric Security Device for me. Mind getting it from him?"

"Do I look like a postal worker?" Junior griped, overlapped by Suzy's enthusiastic, "We're on it."

Alice giggled at the annoyed frown Junior sent Suzy's way, but he went ignored by the girl and Ben, the latter of whom smiled gratefully at the redhead.

"Thanks," he said. "I'll let him know to expect you to make it easier."

"We'll be back with it in a jiffy," Suzy assured him. She turned and gave her a thumbs up at their blue-haired teammate. "Don't have all the fun in there, okay?"

"I'll try not to," Alice said with a smile.


Encased in her protective shield outlining her body on the chance that the polluted air could harm her, Alice finished up pulling in the last of the condensed Fusion Matter. Despite her reservations, the Fusion Condenser did its job. It sucked in the poisoned air particles, cleaning up the contaminating, condensed Fusion Matter without issue. Thanks to the spots forwarded from Cooper by Jimmy Jones, Alice managed to bring the infected zone's air pollution down significantly. The place wasn't perfectly operational, but it was at least cleaner. That was a step in the right direction. Just as she was finishing up, her NanoCom ringed. On the other line was Betty.

"Hi Alice," Betty greeted as soon as the blue-haired alien answered. "Ben mentioned you were in the infected zone. Are you still in the area?"

"Yes, I just finished collecting the condensed Fusion Matter particles," Alice answered.

"Could you lend me a hand?" Betty requested. "There's a Fusion in here that needs to be taken out, and I could use some help taking it down since I haven't fought one before."

"Of course," Alice agreed without hesitation.

"Thanks," Betty said with an appreciative grin. "I'm down by the Dexbot. See you in a bit." She ended the communication line.

Alice put the Fusion Condenser in the NanoCom, then placed her NanoCom away. The Dexbot wasn't very far from Alice was, so it was only a matter of seconds until Alice was touching down in front of the Galactic Guardian. The redhead was grinning when she saw her. Alice noticed that an unfamiliar looking gun was in the girl's hand. Betty noticed Alice's gazing and so she held the weapon up higher for Alice to get a better look.

"This is the Sonic Gun, a present from Vilgax, Mojo, and Mandark." Alice's eyebrows shot up into her hairline because there was no way those three would provide anybody a present freely. Betty's grin filled with mirth as she let off a little giggle. "Each of the boys thought they knew how to track and stop the Fusion, but all of them ended up being tricked by it into fighting each other. With this thing, we'll be able to find where the Fusion is hiding out."

"Do we need to fly around the infected zone?" Alice asked.

"There's high energy readings toward the back of the zone, so we just need to check in that area," Betty replied.

"Okay. I can help you fly over."

"Great. I'll let you know when we get close by."

Alice agreed and encased Alice in a bubble. She lifted the bubble into the air, and the two travelled over the heads of the Clawbreakers. As they came closer to the building that occupied that back half of the infected zone, Alice could feel a powerful energy hidden nearby. She guessed this was the place they wanted to be, and Betty confirmed it a moment later when she held up her gloved hand.

"This should be the area. Can you put me down on the roof?"

Alice descended and landed on the rooftop, dropping the bubble at the same time. Betty surveyed the rooftop, her eyes narrowed as she carefully looked over the entire place. Finally, she settled her sights on the corner of the rooftop. There wasn't anything unnormal, but Alice could sense the powerful energy in that direction.

"This looks like the spot on the map," Betty commented. She raised up the Sonic Gun and aimed it at the open space. "I'm going to use the gun. Cover your ears."

Betty waited to press the trigger until she saw Alice obediently cover her ears. She depressed on the trigger and heard the sonic wails rush out of the barrel of the gun. It hit the seemingly empty space and before their eyes a Fusion Portal was revealed. Betty removed her finger and ended the wailing. A grin spread across her face as the tentacles moved back and forth like a wave.

"Ding-dong," Betty joked, imitating a doorbell as she rested the weapon on her shoulder. "Let's find out who's home."


Alice stared around in surprise as she stepped off the Fusion Portal's pad. Every time she had gone to face a Fusion, they had been holed up in an underground labyrinth. She was expecting a damp, dark earthy cavern, so she was understandably surprised to see that it looked like an underground basement to the building. Instead of mountains made of rock reaching the ceiling, concrete walls covered in Fusion Matter were the fortification for the brightly lit area.

Betty inspected the area without the same look of surprise. She was frowning, her face mixed in concern and annoyance.

"Ugh," Betty muttered. "They've even tunneled down here."

"You've been here?" Alice asked.

"Sorta. The boys were fighting in an area just like this. This place is part of the Plumber's base, but it seems to be empty of any Plumber tech, so that's lucky for us. But I don't like the idea of a Fusion hanging around here."

Alice nodded in agreement. Her head suddenly jerked as she sensed a monster approaching. She hadn't realized the pad was on a platform until the monster walked up, appearing at the edge. The short, green humanoid creature paused when they spotted the two intruders. As it opened its mouth, Alice captured it in a force field and shrunk the size, dissolving the monster into Fusion Matter that flew into Alice's NanoCom as soon as she dropped the field.

"Impressive," Betty said appreciatively. "I didn't even see the Sonorosian."

"Sonorosian?" Alice repeated in confusion.

The name didn't sound familiar, but the creature had her digging deep into the recess of her mind. She had spotted the Plumber insignia on the creature's chest, although it was red instead of green. And since it was a Fusion Monster, the real color wasn't green. It looked like a dead ringer for...

"Oh!" Alice's eyes brightened as it suddenly clicked in her mind. "Echo Echo."

"Ben did mention he had his alien samples stolen, this is probably one of them," Betty said, her face shifting to seriousness. "We should be careful going through here. Their sonic screams could alert its buddies and the Fusion. And that doesn't even include their ability to duplicate."

Alice nodded in agreement. In order to keep as silent as possible, Alice put Betty back into a force bubble and took to the air, hanging close to the ceiling. As soon as Alice turned the corner, she found that the basement wasn't as much of a maze as she first assumed, sensing the Fusion's energy signature just ahead of her. In fact, she could see the Fusion pacing around at the very back of the basement. Fusion Echo Echos roamed beneath the girls, never realizing there were intruders traversing their base.

As Alice passed an open passageway, a powerful energy signature suddenly appeared. Alice looked a little too late; a powerful hit from her right sent her into the wall, bouncing off it and dropping to the tiled floor. Her concentration broke and the bubble carrying Betty burst, though the Galactic Guardian was able to land on her feet, dropping into a fighting stance instantly. Alice got up into a sitting position, her eyes locking in on the creature that had struck her down. Standing tall over the girls - the top of its head practically touching the ceiling tile above - was a large Fusion Echo Echo, very clearly the boss. Alice's eyes jumped from the Fusion boss to where she had last seen the Fusion, watching as the creature rushed into a nearby room.

Alice frowned and got to her feet, focusing on the Fusion Echo Echo boss that opened its mouth and released a sonic scream. Alice threw up a shield, protecting herself and Betty from the attack. The shield held from the attack, but Alice could feel the sonic waves pushing against it, forcing her to dig her heels in to keep herself standing. Betty darted from behind the shield and rushed at the Fusion boss, jumping onto its leg, launching herself off its leg, and kicking the Fusion boss in its mouth. The Fusion boss' head shot upward, the sonic scream hitting the ceiling. The ceiling shook from the impact, some loose pieces falling downward. The Fusion boss cut off its attack and stumbled backward. Betty somersaulted off the monster and landed close to Alice, dropping into a fighting stance once more.

"I've never taken down a boss this size before," Betty admitted to the blue-haired girl still behind the shield. "This is almost in its own class, like a mega class or something."

Alice nodded in agreement. The bosses were always bigger and scarier than their normal grunt soldiers, but the boss Fusion Echo Echo definitely felt different. Its energy reading was almost at a similar to level the Fusion that was just a couple yards away from the girls. Darting her eyes over in that direction, she moved them back to focus on the Fusion boss which was glaring and growling at the girls. Instead of going in for an attack, it seemed to be waiting, which made sense once Alice sensed the other Fusion Echo Echos in the area congregating to their position.

"Betty, I think you should go after the Fusion," Alice suggested.

"Huh?" Betty said in confusion, turning to look over her shoulder. "And leave you with this thing by yourself?"

"I've faced bosses before," Alice replied, keeping an eye on the boss. "If we put all our focus here, then the Fusion will get away. The boss is the distraction."

Betty frowned, nodding seriously when she thought it over.

"Right, don't want to let that happen," Betty agreed. "Okay, I'll go and dispatch it really quick, and come back you up."

Alice agreed to the condition with a quick nod of her head. Without a word, Betty shot off in the direction of the Fusion. The movement spurred the Fusion boss into action, and it brought down its fist, intending to block Betty's path. Thinking quickly, the redhead shot out a grappling hook from her wristwatch that anchored to the ceiling above and swung over the Fusion boss' arm. The Fusion boss opened its mouth to fire off another sonic scream, but Alice fired off the energy balls, distracting the boss from its original target. The Fusion boss growled and turned its attention onto Alice. At that moment three of its smaller soldiers appeared, crowding around its feet.

In the face of three Fusion Echo Echos and its boss, Alice called on Nano Bubbles. The Nano jumped happily as it appeared beside the blue-haired girl.

"Ooo~ That's a big baddie," Nano Bubbles stated as she stared at the opponents. A look of determination crossed her small face. "Time for a Tornado Trap!"

Nano Bubbles opened her mouth and expelled a gust of wind at the four Fusions, catching them in a tornado that swirled them around and around. Nano Bubbles watched gleefully from over Alice's shoulder, bouncing side to side.

"Mighty winds~ Has you bound~" she sang, swaying to her melody. "Spinning you around and 'round~ Blowin' 'round the room~ Trapped inside this doom~"

While they were caught up in her Nano's snare, Alice released a beam of energy on the swirling tornado. She couldn't see what kind of damage the beam was doing to the opponents, although she noticed that some Fusion Matter was swirling around in the tornado as well. A sonic scream sounded from the tornado and dispelled the roaring winds. Standing in lone opposition was the Fusion Echo Echo boss; its underlings were turned into Fusion Matter, which was rushing to her NanoCom now that the Tornado Trap was no longer in effect.

"Awwwh," Nano Bubbles complained, drooping when she saw the large Fusion boss still in one piece. "Should I try again?"

Alice shook her head. "No, but thank you for the help," Alice told her.

She sent the Nano back into the NanoCom, and then brought out Nano Boomer. The miniaturized Nano flexed his arms, showing off muscles that weren't necessarily there. The Nano formed an energy bat in his hand and rushed forward with a battle cry. Alice covered him by sending a volley of energy balls at the boss.

"Eat bat, ugly!" Nano Boomer shouted, raising the bat over his head and swinging it downward on the creature.

The boss flinched on impact but recovered quickly. Fast as lightning, it snatched the Nano out of the air, bringing it close to its face. The Nano squirmed in the monster's clutches in an attempt to escape. Unfortunately for the Nano, Fusion Echo Echo boss was strong and kept a firm grip on its prisoner. The boss opened its mouth, panicking the little Nano.

"Aaaahhh! Don't eat me!" Nano Boomer squealed.

Instead of chomping down like the Nano had feared, a sonic scream emitted from the boss. The attack hit full force on the little Nano, his golden hair blowing backward with the scream. Alice was out of its range, so she was spared from the blast. She threw her arm in an arch movement, a crescent-shaped energy bolt shooting at the Fusion Echo Echo boss. The attack hit the Fusion boss in its head, cutting off the sonic scream. The Fusion boss released its hold on Nano Boomer as it turned to Fusion Matter.

"All right!" the Nano cheered, bouncing in the air and pumping his fists in victory.

Alice watched the Fusion Matter carefully. Her brows furrowed as she watched the Fusion Matter split into two forms. The Fusion Matter solidified, becoming two Fusion Echo Echos.

"Unfair! That's cheating!" Nano Boomer whined, stomping his foot in the air.

The Fusion Echo Echos opened their mouths and released a sonic scream straight at Alice. She threw up a force shield, but she was still sent backwards until she hit the wall behind her. Nano Boomer leaped into action upon seeing his girl be attacked, and formed another energy bat in his hand. He rushed forward and whacked the closest Fusion Echo Echo on the head. The attack drew the Fusion's ire, and so it turned its attention off of Alice and directed the sonic scream at Nano Boomer. The Nano went tumbling through the air, yelling as he did so.

With the one Fusion Echo Echo going after her Nano, Alice could feel the pressure lighten. She threw her hands forward, sending her force shield at the two Fusion Echo Echos. Although it met resistance with one sonic scream, the shield was able to push forward and hit the two Fusion Echo Echos. The Fusion Echo Echos stumbled from the impact. Alice quickly expanded the shield so that it enclosed around them in a dome. The Fusion Echo Echos sent off sonic screams at the dome's walls. Alice kept her concentration on the walls, ensuring they remained intact, although the effort was beginning to drain her. She began to shrink the dome, bringing the Fusion Echo Echos closer. As the Fusion Echo Echos cozied up in the shrinking energy dome, one turns its head to the side, its sonic scream waves hitting the other. The hit spooked the Fusion Echo Echo into stopping its assault, and Alice used this open window to drop the dome. She raised a palm up and directed a beam of energy at the two creatures, using it to slice into the two Fusions. Upon being hit, the two Fusions turned into Fusion Matter.

Like before, the Fusion Matter reformed, this time into four smaller versions of Fusion Echo Echo. They were so small Alice was sure they only came up to her knees. Nano Boomer took one look at the little Fusions and began giggling. The giggling turned into gut-busting laughter, having to hold onto his stomach just to keep himself from bursting.

"Th-they look so tiny!" he laughed. "A bunch of shrimps!"

The miniaturized Fusions didn't appreciate the name calling - especially from one who was even tinier than them! - so they turned and rushed for the Nano, leaping up into the air trying to swipe at him. Nano Boomer yelped and flew up higher, getting out of their range. He found the action pretty funny, so he kept hovering down and then shooting up just before they could grab him.

Since her Nano was content to distract the mini-Fusions, Alice sent two crescent-shaped attacks at the little Fusions, cutting them down in pairs. Two hits were all that was needed to turn them into Fusion Matter. The Fusion Matter flew into the alien's NanoCom, successfully bringing an end to the Fusion Echo Echo boss' rein.

"Finally!" Nano Boomer sighed. "That guy was annoying."

Alice smiled at her NanoCom in agreement and returned him to her NanoCom. With her Nano put away, Alice heaved a sigh of relief and leaned against the tiled wall, catching her breath.

"I gotta say, I'm pretty impressed."

Alice startled at the voice, so sure that she had been alone. She straightened up and looked for the voice, finding Atomic Betty making her way back from the back of the underground basement.

"Betty," Alice said as a greeting. "Is-"

"Yep," Betty answered with a nod. "Fusion Ben is no more. Super lucky the Omnitrix can't be copied."

Oh, a Fusion Ben. Suddenly the Fusion doubles of Echo Echo made a lot of sense.

"Like I said, I'm really impressed. I was worried about that Mega Fusion, but you handled it like a pro," Betty complimented.

"Mega Fusion?" Alice asked.

Betty shrugged. "That's what I'm going to call it. It was bigger than any bosses I've encountered, so calling it mega just makes sense."

Alice nodded in agreement. It was certainly bigger than anything she had ever come up against.

"You know, when all of this is over, you should join the Galactic Guardians," Betty proposed. "You'll have to start as a cadet, but with your skills you can easily rise to an official guardian in little time."

Alice smiled lightly at the offer but shook her head. "I don't think the Galactic Guardians would want someone like me."

"You mean we wouldn't want someone dedicated, skilled, and helpful?" Betty rhetorically asked.

Alice's smile quirked upward for a moment, before Harangue's face reared in her head. She shook her head and the smile dropped. "I think the organization would be better off without someone like me."

Betty frowned sympathetically at the other girl. "Listen, I know what Harangue said about you, but you can't let it run your life. You're so much different from Fuse, and you shouldn't let yourself live in his shadow."

Alice smiled, the memory of Junior and Suzy saying nearly the same thing running through her head. Unbidden, Vilgax suddenly appeared in her mind. His cryptic messages to her stirred something cold inside of her. Everyone knew her connection to Fuse, but he implied there was something deeper; something she - surprise, surprise - didn't know. The very thought that someone like Vilgax knew more about her heritage than her greatly bothered her. There was only one way to find out.


"Mission accomplished," Betty announced cheerfully as her and Alice landed in Memorial Hospital's courtyard. "The Space Port is cleaned up, and your Fusion problems are gone."

Ben grinned from ear to ear as the girls approached.

"Great job you two," he congratulated. "Who was it?"

"Your doppelgänger," Betty replied, resting her hands on her hips casually. "Alice took on a Fusion Echo Echo boss while we were down there."

Ben's eyebrows flew up into his hairline. "Whoa, what? One of my aliens?"

"Yup," Betty responded while Alice nodded. "It was large, too. Larger than any bosses we've seen. I'm calling it Mega Fusion Echo Echo."

"You'll have to let Dexter know what you saw," Ben commented. He put a hand behind his head and rubbed at it, looking pensive for a moment. "I really hope the other stolen alien DNAs doesn't have any other of these mega bosses. That would be a disaster."

"Had the Omnitrix been in my possession, there would never be any of these so called 'mega bosses.'"

The snarl belonged to a very annoyed Vilgax, the tall alien approaching in long strides. A sneer was on his face as he stared at the gathered heroes. He thrust his hand out in Alice's face, the sneer momentarily replaced by a demanding look.

"You will relinquish my Fusion Condenser back to me this instant," he ordered.

"Geeze, Squidface, could you ask any nicer?" Ben asked sarcastically, situating his hands on his hips.

"Watch your tongue, Tennyson, or it will be removed for you," Vilgax threatened.

"It's alright," Alice put forth immediately, quelling any comeback Ben was making. "He let me borrow it, anyways."

"Hmph. Very accurate, Arthenadite," Vilgax said condescendingly. "Now hand it over."

Alice nodded in agreement, unperturbed by his demands. She pulled the tool from out of her NanoCom and placed it in the tall alien's hand, careful to not touch his skin. Vilgax raised his palm up to his eyes, inspecting the equipment for any tampering. Satisfied that nothing untoward had been done to his device, he stashed it away on his person. Done with the conversation, he spun around on his heel, considering the matter case closed. Alice hesitated for a moment, and then balled her fingers into fists. It was now or never.

"Wait," Alice called, bringing the alien to a stop. "I cleaned up the Space Port like you wanted, and now I want to make a request of you."

Ben's eyebrows went up into his hairline once again, surprised by Alice's boldness. Betty grinned from beside the girl, impressed by her nerves. Vilgax was not as impressed.

The alien overlord snarled and turned around, stomping his way back over to Alice. He stopped just feet from her, bending forward so he could get in her face. Ben and Betty stood off to the side, their muscles tense in case they needed to jump to action. Alice stood her ground against the alien overlord, showing no hint of fear or apprehension with his confrontation. For a moment, nothing happened. No one moved. Then, Vilgax huffed slowly, pulled himself back, looked down at the Arthenadite with his face twisted up in annoyance.

"Very well," he reluctantly agreed. "You did me a service by cleaning up the Space Port, and assisted in ridding the world of the wretched Fusion Tennyson. What exactly is your request?"

"I don't know about where I came from, or my connection with Fuse, but you do. I want to know what you know," Alice requested.

Vilgax eyed the girl critically before huffing yet again. "Very well. I will only speak of this once."

Alice nodded in agreement, feeling the butterflies inside her stomach wake up. She didn't know why she was more nervous about hearing her connection with Fuse than confronting Vilgax. Besides, Dexter had the evidence that she shared DNA with the Fusions; she didn't think Vilgax could tell her anything worse.

"Fuse was a creation of the Arthenadites thousands of years ago, though in those times him and his kind were known only as Spawnlings," Vilgax explained. "The Spawnlings were weapons of war, designed to attack and consume a planet, as you can clearly see." He paused in his lesson to wave a claw at the Killowhatts wandering below. "A mixture of Polymorph and Arthenadite DNA, they were the strongest weapon in Arthenia's arsenal. They served their purpose well, and whatever planet in the Olyquis galaxy didn't submit to their demands were destroyed by the Spawnlings."

"Hold on," Ben interrupted, ignoring the flash of anger sent his way by the Chimera Sui Generis. Calling up the minute history lesson Grandpa Max had given, he protested, "The Arthenadites were the ones repelling attacks on their planet. They didn't go conquering worlds."

"That was the impression they gave off years later when they burned all records of their early life," Vilgax corrected. "But they were, first and foremost, world conquerors. The Spawnlings ensured they held a stronghold over the Olyquis galaxy, but all was not well. The Spawnlings were multiplying faster than predicted, and were able to adapt in a way that the Arthenadites hadn't accounted for. They were becoming stronger, smarter, and the Arthenadites didn't appreciate their weapon evolving. So, to ensure the Spawnlings wouldn't consume Arthenia, the Spawnlings were destroyed."

"Except one," Alice whispered.

Vilgax heard her and nodded. "Except one. The Spawnling that became Fuse managed to escape in the only surviving Terrafuser, and disappeared. The Arthenadites didn't notice his escape, and so they had assumed the Spawnling was destroyed with the others. For half a millennia, the Spawnling tumbled through space, until it landed on a planet. Immediately, the Spawnling went about his nature and formed an army of Spawnlings to consume the planet, taking it over and wiping out its inhabitants. With a planet under his command, the Spawnling changed his name to Fuse, and made a path back to Arthenia, consuming and attacking any planet that intercepted his path. After centuries of space travel, Fuse finally had his revenge on his creators." He bore red eyes on the blue-haired girl. "Except, a child of Arthenia managed to escape."

"M-me," Alice's voice quivered, feeling like bile was about to catapult itself out of her throat.

Harangue had been wrong in his initial proclamation. She wasn't a traitor. She was the reason Fuse was invading the Earth. Larry had told her and her friends that Fuse wasn't supposed to have invaded the planet, and now she knew why. She was the historical inaccuracy Larry was searching for.

"I do not know how you survived the slaughter of your people," Vilgax continued, a sneer evident on his face, "but had I known you were on this planet when I first came here, I would have cut you down myself."

Alice didn't even flinch at his biting tone, too absorbed in her own thoughts, but Betty and Ben jumped into action. The two moved forward and placed themselves between her and the Chimera Sui Generis. Vilgax looked unimpressed by their actions and shook his head.

"I do not mean to do so now," Vilgax explained impatiently. "It is already too late; Fuse is here. Killing her will make no difference, so she might as well be useful and clean this mess her people put the universe in."

"How do we know you're not lying?" Betty challenged, stepping forward.

Vilgax sneered at the Galactic Guardian. "Why would I waste my time lying about this creature's origins?"

"Because you enjoy it?" Ben supplied sarcastically.

Vilgax snarled in the teenager's direction. "What I have stated today is the truth. And this is all on the matter I will speak about. You have done me a service, and I have done one in turn, so we are finished here." He turned away from the trio and stomped back toward the hospital building, no one stopping him for a second time.

Ben ran his hand through his hair, his face pinched with thoughts Alice couldn't read. Betty looked just as tense, looking away from Vilgax once she was sure he wasn't going to blow the whole hospital to smithereens.

"Are we sure we can trust him?" she questioned the Omnitrix wielder.

"For now, yeah," Ben answered, his tone tight. "I'm still going to let Gramps know what he said, just to do a follow up. The Plumbers didn't have this same information, but maybe we can get into contact with others. Think you can get anything out of your admiral?"

"I'll try," Betty said. "But the Galactic Guardians isn't very old, certainly not as old as Fuse if it's true that he's lived for several centuries. I can see if X-5 has anything in his databanks about this."

"That'd be a big help, thanks."

"Should we ask the G3?"

Ben frowned in distaste at the name, but reluctantly nodded. "Yeah, we'll have to talk to those guys. I'll have Gramps give them a call since he's better at it."

Betty nodded in agreement. The frown on her face indicated she was also reluctant to speak with the G3. She looked over to the still-silent Alice, finding the Arthenadite lost in her thoughts. Betty frowned in concern.

"Alice?"

Alice jolted at the call, coming out of her thoughts. She looked over to the Galactic Guardian, blinking as if she were waking up from a long sleep.

"Are you okay?" Betty continued.

Alice didn't give an immediate response, worrying the two teenagers eyeing her. She looked away, glancing up at the enemy planet high up past the stratosphere. "No," she finally responded. "But I'll be okay." She turned back to Ben and Betty, smiling despondently. "As terrible as the information is, in some ways I'm happy to have learned it."

"It may not even be the true story," Ben argued.

"No... he's telling the truth," Alice responded, thinking back to Larry and his search for the time anomaly. She closed her eyes, took in a deep breath and released it. "But...I won't focus on that. It's too late to change what my ancestors did or to change that Fuse is here." She opened her eyes and directed them back onto Planet Fusion. Her facial features sharpened as resolve filled her, pushing away the distress she had felt during Vilgax's history lesson. There wasn't any time for that. "None of that matters anymore. All that matters is stopping him, so that's what I need to focus on."

Ben grinned in pride at the girl. "Spoken like a Plumber."

Betty scoffed playfully. "Please. She's clearly Galactic Guardian material."

A smile crossed Alice's face as she listened to the two teenagers playfully argue over which group Alice would fit in with. It helped to lighten her mood. The knowledge that she was the reason for a planetary invasion was definitely distressing news to be given, but she couldn't let it bring her out of the fight. She was done running and hiding at the slightest change in her life. It was time for action, and all she wanted to focus on was putting a stop to Fuse here and now. Earth was not going to be yet another planet to fall victim to the monster. She wasn't going to allow it.


Howdy! Thanks for your patience. This chapter I was eager to get to, although it took a while to get here.

As is standard, the team is doing various missions from the game, specifically the Bet on Ben line. Betty soloed Pt. 1 & 4, the team handled Pt. 2 and the Ben guide mission Do Not Enter, Alice handled Pt. 3, and Betty and Alice handled Pt. 5. The mission the team had done before the story was Hostile Takeover. Junior and Suzy were sent off to do A History of Planet Fusion Pt. 2, while Pt. 1 of that mission line inspired Vilgax's conversation with Alice (we'll get to that in a moment).

The reason I didn't show the team going through securing the security gates or collecting the mini-Terrafusers is because it would become tedious. The missions are pretty easy to do solo, and especially easy if it's done by three or four characters. Plus, they weren't the focus of the chapter.

I changed up the monsters found in Fusion Ben's lair. While the Clawbreakers are fine and all, I have the girls in possession of a sonic gun, and Ben has an alien that deals with sonic powers. I changed up how the Fusion Echo Echos work. The game had the Mega Fusion Echo Echo just punch people, so that's still here but added that it can use the sonic scream. While it technically has the ability to multiply, it doesn't work like a regular Echo Echo. The only multiplication done was when Alice beat the larger ones, turning them into smaller versions of the monster.

The lyrics for what Nano Bubbles is singing is set to "Song of Storms" from Legend of Zelda: Ocarina of Time (or, according to the soundtrack, "Windmill Hut"). Years ago I saw a video with fanmade lyrics for the song, and it was stuck in my head. So when I wrote this, I wanted to include a snippet of it. Problem is, I couldn't find the lyrics, so I had to come up with my own. Hopefully they suffice.

I like the idea that while the Galactic Guardians and the Plumbers are good allies, the two organizations have an uneasy alliance with the G3. Maybe if the Titan team officially joins G3, the younglings of the galactic groups can be pals, opening up better relations between the two sides. (Not to mention relationships with the likes of the Enforcers, S-Force, Ultra-Cadets, the Galactic Kids Next Door, and then there's the Crystal Gems and the Gem Empire that aren't included in this story but woo, there's a lot of interactions and relationships to be discussed with them.)

Alrighty, onto what was learned in this chapter. First off, this was the planned origin for Planet Fuse since the start of this story. Any other time I write for FusionFall, his origin will remain unknown like from the game. But for this story, I wanted a closer tie to Alice since that makes the fight personal. Why does Vilgax know this history? Primarily, it ties back to his knowledge of the deal between Fuse and Ectonurites from A History of Planet Fusion Pt. 1. There's about three characters who know the origins of Planet Fuse and its connection to the Arthenadites, and Vilgax was one of them who was planned to reveal the info. Will more info be revealed? Maybe. We've got ten more chapters to go through, so who knows what will happen?

Thanks for stopping by! Hopefully Ch. 19 won't take nearly as long as this did.