Ben 10 True Omniverse Season 4

by Power Master

ARC 4: Cyberverse Adventure - After discovering that she's actually a Cybertronian, Julie and her team embarked on the quest to seek out the lost robotic civilization for answer behind her origins. However, they soon find themselves caught in the war between three factions - Autobots, Decepticons and Quintessa's. Which faction Team Ben should allied and join?

5. EP5: Thrill of the Hunt

Author's Notes:

Ben 10 True Omniverse Season 4 and Transformers Prime Crossover Event sets only between TFP Season 1 Episode 18 Metal Attraction and TFP Season 2 Episode 23 One Shall Fall. The Plumbers will not able to provide help to Team Prime due to them have to help the civilians across the globe during Unicorn Battle Event.

---

Episode 5: Thrill of the Hunt

After saving Thundercracker and his remaining forces, the deserters fully joined the Autobots for protection from the Decepticon Army.

Thundercracker became the scientist, working alongside with Perceptor, Professor Sumdac and Mika Suzuki on Project Pretender. Thrust was training the Autobot Soldiers, making sure they're armed and prepared for the upcoming battle. Acid Storm was relaxing and checking up with the medic, involving of his damaged processor, though he often argued and wanted to fight with Whirl. And so far, everything seemed to be fine for so far.

---

During the nighttime, within the Autobot Headquarter of Alpha Trion's Secret Sanctuary, Julie and Ship were sleeping peacefully and quietly inside her personal quarter. Both of them have worked and trained very hard for not only sharpen and increase her Cybertronian Powers, but also control and stabilize them carefully and properly. They also have done well with missions with both her teammates and the Autobots. So far, she has not suffered any sign of side effects since five programs were removed.

While Julie and Ship were sleeping peacefully and quietly on their own bed, the girl grunted in frustration as if she's being disturbed. Or perhaps, she sensed something is getting close to her. As she suspected, the human sizes of new silver-colored Cybertronian Ninjas-like Assassicons and Beasticons burst through the windows and door. This alerted Julie and Ship to get up at once.

The Mechamorph Pup bounced and merged together with his master to become Armorstrike. She armed with her Twin Mechamorph Katanas. Three Beasticons charged and attacked her. She swiftly dodged down before charged and swung her blades, cutting on their bellies. She then engaged and fought the Beasticons and Assassicons, who firmly block and deflect the attacks before fought back against her. She has managed to defeat and kill some of them. Unfortunately for her, she's been outnumbered and outmatched against them. Three Beasticons charged and rammed her. Assassicons quickly punched and struck down on her nerves system, weakening her before dropping and falling to the ground.

Unable to get up, Assassicons grabbed and held Armorstrike up. They then dragged and pulled her out from her bedrooThey're all facing to Quintessa and Lockdown. Shocked and terrified as she's looking at the bounty hunter was holding injured Ben on his left hand.

Armorstrike gasped, "Ben!"

Lockdown smirked while looking at wounded Ben, "Looks like I've finally got the Omnitrix now. Always want to use it." He turned and looked at Armorstrike, "You should have trained harder and grow stronger, so he wouldn't end up like this."

"Indeed. You have relied on him too much." Quintessa mocked calmly, "Poor child, you are weak and pathetic. You have failed to protect your love. Now, he will die. Finish him, Lockdown."

Lockdown smirked in pleased as he raised his right hook up, preparing to finish off his enemy. Ben, weakly, turned and looked at Julie while struggled weakly to reach his hand to Armorstrike. Before anyone could say anything, the bounty hunter swung down his hook at Ben, cutting in half and killing him off.

Terrified and shocked yet pained, Armorstrike screamed in fear and hurt tone to see Lockdown has slaughtered Ben.

---

Instantly, Julie screamed in fear while getting up from the bed. She panted heavily and frantically while looking around of her surroundings. To her surprise, she found everything looked alright and no sign of damages and struggles around. To her relief, she realized it was a nightmare.

Feeling something nudging on her waist, Julie turned and looked on her right as she found Ship worriedly nuzzled her. She sighed as she warmly held and hugged her Mechamorph Pup close to her.

"It's okay, Ship. I'm fine," Julie answered calmly with the hint of fear, "It's just a bad dream. That's all. It's just a dream…"

Despite knowing it was just a dream, Julie couldn't help but feel scared and worried that one day, it might come true. She then looked at her right hand, which clenched it very hard as she wanted to be strong and powerful, so that she doesn't need to be depend on Ben saving her for too many times. Because if she does that, he would one day get killed.

---

In the morning, Optimus Prime brought and gathered his allies – Ironhide, Jazz, Grandpa Max, Tetrax, Colonel Lennox and Agent Fowler at the Plumber Headquarter's garage chamber, regarding of Vilgax.

After listening to Optimus Prime's summary, Agent Fowler was a bit of disbelief and stocked, "So, let me get this straight, this squid-face warlord knows Megatron? And that buckethead trained and taught him?"

Optimus Prime nodded in confirmation, "Yes. That is what he has said."

"Truthfully, I have a hard time to believe in Vilgax's story," Tetrax disagreed firmly and dryly.

Grandpa Max nodded in agreement, "I agreed. Vilgax may have willing to work with our enemies such as Albedo and the Dagon, but only because he has the ulterior motive behind it. I doubt he'd gain anything from Megatron."

"I second it," Ironhide agreed firmly, "There is no way Megatron would help train and teach any organic beings, without the reason or motive to train Vilgax."

"Well, the former CEO of Hotchkiss Gould Investment used to work with buckethead before he lost the great battle." Colonel Lennox added in, "That does count on working with organic because the Decepticons got no clue about Earth and need time and resources for their first invasion."

Jazz hummed thoughtfully, "Colonel has the point."

"Still, why should we be concern with Vilgax and his connection to the Decepticon Leader?" Agent Fowler asked firmly, "It's not like Megatron would come and save him. He didn't bother to save Mr. Gould from his prison."

"No. I doubt he would," Ironhide agreed.

"That maybe so, however, I believed Megatron has the reason of training and teaching Vilgax. I saw the resemblance between them," Optimus Prime said firmly and seriously, stoking the rest of his allies. He continued, "Though they came from different planets, they are almost uniquely and equally the same. Megatron and Vilgax possessed same ambition – destroying his enemies and conquering the worlds as they believed themselves to be worthy and fit to rule the universe. Other than their violent, rage and destructive strength to fight the enemies; they also possessed deceptive, manipulation and tactical minds to lead and command the army. Above else, they will not be defeated and killed easily. Many of my comrades have fallen to his blade. I believe yours have suffered the same fate."

Everyone was completely shocked yet scared and worried of Optimus Prime's comparing Vilgax to Megatron. They almost couldn't believe it.

"Yeah. You make a good point," Grandpa Max said in disbelief yet feared.

"Let's just say that we agree with Vilgeek's words about him knowing Megatron, what should we do with him?" Colonel Lennox asked, "Interrogate him? Make him spill the details about the Cons' strategies, tact and some of objective?"

"Vilgax won't be easily intimidated by anyone," Tetrax disagreed, "Especially by not largest and strongest beings like Megatron."

Ironhide nodded his head while crossed his arms, "Yeah. That sounds like how Megatron would do."

"We need to transfer him to more secured prison," Optimus Prime answered firmly, surprising the group. He continued, "If Megatron ever learn of Vilgax's location and status, I have no doubt that he will come after him for either rescuing him or terminating him."

"Well, I'd say we just give Vilgax to Megatron. Be done with him," Ironhide suggested firmly. Everyone looked at him. He scoffed, "Vilgax is a threat to your home and other galaxies. It would be better to dispose of him than letting him roam free. And of course, Megatron would kill him for being embarrassment and disappointment to him."

"Ironhide, if we surrendered Vilgax to Megatron now, he might have the knowledge and advantages to attack and destroy the Plumbers. It would result the catastrophe to them and the Bellwood." Optimus Prime calmly scolded Ironhide, "And above else, we're not judges and executioners. This is the Intergalactic Plumbers' matters, not ours."

Embarrassed, Ironhide cleared his throat a bit, "Sorry. I was just suggesting. I mean it would be benefit to the Plumbers."

"Regardless of what Vilgax has done, the Plumbers are law enforcement to both aliens and supernatural. And even if we want to kill him, he will find a way to cheat the death and come back here again," Grandpa Max said firmly, "It would be best to imprison him for the rest of his life."

"But I have to agree with Prime. It would be best that we transport him to a more secured prison area, where Megatron and the Decepticons would never find," Tetrax added firmly. Grandpa Max raised his eyebrow, knowing what Magister of Petrosapia was referring to. He nodded, "Yes. Transporting him to Incarcecon."

"Space Prison?" Colonel Lennox asked.

"And you think that would be best prison to hold your enemy?" Agent Fowler asked curiously.

Tetrax sighed, "It's the only place I could think of."

"And perhaps, it's for better. Would you agree with this?" Optimus Prime asked humbly.

Grandpa Max sighed, "To be honest, I'd prefer him to be imprisoned here at the Plumber Headquarter, so I can keep a close eye on him. But after what happened from first prison break, I think it's for the best."

Optimus Prime nodded, "Very well, then. Jazz, find Bumblebee and Bluestreak. Colonel Lennox and Agent Fowler, contact the Aerialbots to return here. Magister Tennyson and Magister Shard, it would be best to send Team Ben and a squadron to assist us with the mission. I'm afraid we do not possess a shuttle."

Grandpa Max nodded, "Got it. Not sure if the spacecraft can fit you guys in."

"We don't need to be in robot mode to fit in," Jazz joked as he transformed into his car mode, "We've got our V-Modes."

Almost everyone agreed with Optimus Prime's command. Ironhide spoke, "Optimus, what about me? You'll need a muscle for this mission."

"Old friend, I require you to remain here," Optimus Prime answered calmly, "I need you continued your duty as Commander of Secret Sanctuary. You know how crucial it is for the Autobots and refugees."

Though disappointed, Ironhide understood Optimus Prime's reason. He nodded, "Understood, Prime. You can always count on me. I'd never let you down."

Optimus Prime smiled warmly, "I know you won't."

---

Inside the Plumber's Training Hall, Julie and Rook were training and sparring in martial arts. Ben and Bluestreak were discussing and chatting since he became a Plumber Cadet and member of Team Ben as well. Ben was drinking his usual Smoothie and looking after Ship while Bluestreak was typing on his right gauntlet's monitor screen. He even muttered softly a bit, attracting Ben's attention.

While patted Ship, Ben asked, "Hey, Bluestreak. Whatcha you doing?"

"Just logging the event in my diary such as my recruitment and liaison to the Plumbers as the cadet and Cybertronian Representative, tour around the Plumber Bases, becoming member of Team Ben and some studies." Bluestreak answered calmly.

The Autobot Plumber then showed his right gauntlet for Ben to look at. It revealed the information and details of his diary on everyday event. It shocked and surprised the young hero.

"Wow… You wrote a lot of stuffs," Ben commented in surprise, "Eh… How long have you been writing them?"

Bluestreak smiled, "I've been doing this when I was a very young bot. This was given by my brother as a gift. He always worried about me not able to keep up with the work and events that I'm supposed to be. I'm grateful of that gift. Not because it helped me with my work, it reminds me of Prowl."

Ben nodded in understanding while sipping his drinks, "That is very cool."

Noticing Ben's drinking Smoothie, Bluestreak asked curiously, "By the way, Benjamin. What is that you're drinking?"

Ben raised and showed his smoothie to Bluestreak. He smiled warmly, "Mr. Smoothie. It's the best drink I ever had when I was 14. Gotta love it. Wanna try?"

"Unfortunately, I can't. Cybertronians can't take any kind of organic drinks and food," Bluestreak said humbly yet embarrassed with a slight chuckle. He cleared his throat, "If I do that, it might make my ingestion system uncomfortable and malfunction badly. So, the Energon – be it crystal or liquid – would be sufficient to my system and weapons."

"Oh," Ben said in surprise. He then realized something. He asked, "Wait a minute. So, Energon can be for food, drink and even weapons? Really?"

Bluestreak smiled, "Yes, it is. But I'll tell you how it works, so that you won't kill yourself when you become TransMechanoid again."

As Bluestreak explained to Ben about the Energon, both Julie and Rook were training and sparring with each other firmly and sternly. He used his Revonnah Kai against her Circuit-Su. Though Revonahgander is an expert and master of his martial art skills, the Cybertronian Hybrid has proven herself to be swift and quick for him to strike couple of Wind Storm strikes and Lightning Swift kicks on her. And at the same time, she even blocked and deflected the attacks as well.

Just as he thrust his punch at her, she dodged down and avoided the attack. She then struck a punch on his guts before jumped and kicked him off. Just as Rook recovered, he found Julie dashed in front of him. She swiftly and quickly rapid punches on him. He quickly used Tsunami Wave as his self-defense to block and deflect the attacks as fast as he can. Unfortunately for him, she has proven to be fast and swift for him to keep up until she struck a punch against his crossed arms, repelling and pushing him off. She dashed before jumped and thrust a kick on him. He managed to grab and thrown her straight at the wall. She managed to recover and land on the wall. Squatting her legs down, she pushed herself hard as she dived and thrust her punches right through Rook's gut before slammed him down to the ground. She flipped over backwards before standing up to the ground.

Rook grunted a bit of pain as he slowly got up from the ground. Positioning himself, he armed himself with his Stone Cutter while facing at Julie. She hummed and chanted calmly and soft in her praying position as she is gathering and channeling the energy within. He dashed and charged straight at her. Just as he was about to land a punch on her, she slowly moved aside before struck her palm against his chest, unleashing powerful force to repel and knock him off to the ground. He was defeated and lost the spar.

Rook grunted in pain a bit while trying to get up. He looked up and found Julie stood before him. She smiled at him while letting her hand out. He smiled back at her while grabbing and holding hers as she pulled him up.

"Well done, Julie. You've train very hard and excel at Circuit-Su," Rook commented.

"Thanks. I have a good teacher. Arcee helped me out a lot since we moved here," Julie commented. She sighed warmly while stretching herself out, "That was quite a warm up. I needed it."

Rook smiled, "I'm glad you're pleased with this training. And you've adapted well with this new unknown life well."

Julie shrugged a bit, "I supposed so. Guess it warms up to me."

"That's good to hear, Julie. Keep up with this training, you might able to become stronger and faster as Master Arcee," Rook commented warmly and happily. Julie giggled a bit, feeling flattery about herself strong as Arcee. He continued, "And who knows? You might not need to rely on Ben to be there and save you. The last thing you need is him risking his life for you."

Hearing Rook's statement, Julie looked shocked yet uneasy and scared to think about Ben risking his life for her especially the nightmare she has suffered for last three days. However, she knew he was right. If she grows stronger and faster, she doesn't need to rely on Ben and not putting him in danger again.

Rook noticed something off about Julie. He asked, "Julie? Are you alright?"

Snapped back to reality, Julie shook her head a bit, "Sorry. I'm alright. Just thinking of what you've said. I will have to train very hard to become strong and faster than Ben."

Oblivious to her true reason, Rook smiled in relief, "That's the spirit. If you need anything, I'll be there to help and train you."

Julie sighed in relief, "Thanks, Rook. I appreciate that much."

The dojo's entrance was opened. Team Ben turned and looked at the entrance, where they found Grandpa Max and Tetrax arrived at the scene. They greeted the Magisters, who greeted back to them.

"Glad to see you guys are in good shape. Hope you're ready for the next mission," Grandpa Max said calmly.

"Already?" Bluestreak asked in surprise, "I just started the training only."

Ben smirked confidently, "No worries, Blue. We've got this. So, tell us what we need to do."

"Transporting the prisoner to Incarcecon," Tetrax answered firmly and calmly, surprising Team Ben.

---

After the briefing with Grandpa Max and Tetrax, Team Ben gathered at the Plumber Headquarter's landing platform on the outskirt, where the large Plumber Space Cruiser was placed and landed. Optimus Prime, Jazz, Bumblebee and Agent Fowler were already there, along with Plumber Squadron and N.E.S.T. Strike Team Soldiers. Jack, Miko and Raf were there as well. At the same time, they brought along with Vilgax, who has Power Cuffs on him.

"Nice to see you again, Vilgeek." Ben taunted playfully, "Looks like you've been transport to your new home."

Vilgax snarled a bit at Ben, "If you think that transferring me to another prison cell would stop me from conquering the universe, then you're sadly mistaken, fools."

Ben huffed dryly, "Don't count on it, Vil. We'll make sure that this prison will hold you down for good."

Everyone chatted and nodded in agreement with Ben. Vilgax huffed in annoyance, "We shall see. You should have killed me when you have the chance, hero."

"Don't tempt us," Tetrax said dryly.

Grandpa Max nodded in agreement, "Yeah. We've already tried to defeat and kill you for too many times, but you somehow managed to cheat death. We're not gonna fall for that again. You're gonna be imprisoned for life."

Vilgax chuckled amusingly, "I cannot wait."

Plumbers Troopers escorted Vilgax on the escalator, which led them to the Plumber Star Cruiser's entrance now. Team Ben gave the dry glare at the dangerous villain they ever faced in their life.

"The sooner we get him to Incercecon, the better for us not to worry about dealing with him," Ben commented.

Grandpa Max nodded while crossed his arms, "The feeling is mutual, Ben. I would like to see him try to get out of there, with no one there to help him out."

"Ben, Magister Tennyson, do not take Vilgax lightly," Optimus Prime said seriously and firmly while looking at Plumber Soldiers escorting Vilgax into the ship. He continued, "He was after all trained by the Decepticon Leader. Vilgax shared the same ideology of chaos, destruction and conquest as Megatron has."

Ben scoffed, "You worry too much, O.P. We've got this. He's not gonna get off that easily this time. Plus, he's no Decepticon. Like Ironhide said, no way Megatron would come and save him, even though they were teacher and pupil."

"He does make a good point," Rook agreed with Ben. He muttered, "I cannot believe that I agree with him."

Grandpa Max smiled playfully as he patted Plumber Cadet's back, "Don't worry. You'll get used to it."

Optimus Prime hummed in concern and doubts, "I hope you're right. I truly hope so."

Julie held Ben's hand, getting his attention to look at her. She spoke, "Maybe you should listen to Optimus's concerns. He might be right about this." Ben looked surprise. She continued, "This is Vilgax we're talking about. You know what he's capable of especially almost kill you for too many times. He's almost like Megatron too."

Ben sighed while patted his girlfriend's shoulder, "Julie, don't worry, we'll be fine. We've beat him once; we can do it again. Count on it."

Julie hummed in concern, "But still…"

Ben interrupted, "Hey, if you feel like you're scared or worried about dealing with Vilgax, you can stay behind and rest. Just leave everything to me to handle."

"Benjamin Tennyson! Can you take this serious for once in your lifetime! Don't take Vilgax so lightly! I don't want you do something so stupid that could kill you!" Julie snapped angrily and frantically, shocking and alerting everyone. She gasped in realization. She looked in shame yet concern, "Sorry. I didn't mean it."

"Julie, what's wrong?"

"I just don't want you to died. That's the last thing I ever think about."

Shocked of Julie's concern, Ben approached and gave her a warm hug, "Look, Julie. I promised you before. I'm not gonna get myself killed. Please trust me…"

Julie sighed a bit, "Of course, I do, Ben."

"How about this? You watched my back while I watched yours, so we make sure we get through it," Ben said calmly.

Julie gave some thoughts before smiled a bit, "Sure. I will."

Though Ben and Julie haver resolved about her fears, the rest of their friends couldn't help but wonder of why she was so scared about her boyfriend getting killed.

"What was that about?" Bluestreak asked curiously.

"I have no idea," Rook admitted in concern, "But I recalled that she used to say that when she joined the member. I thought she got through with it."

Optimus Prime hummed thoughtfully as he suspected there's something else bothering her. He needed to find out and help her.

"So, let's get going," Ben exclaimed happily.

"Hold your horses, son. We're still waiting for another team," Agent Fowler said firmly. He turned to Colonel Lennox, "Colonel, you sure you made contact with the Aerialbots?"

Suddenly, everyone heard a loud booming and swooshing noise. They looked up and found five different kind of planes consisted of silver, red, white, gray and black colored ships. They all transformed into their robot modes before landed on the platform. Aerialbots stood and saluted firmly and proudly before their allies and the Plumbers.

"Yes, I did," Colonel Lennox answered cockily.

"Aerialbots here! Reporting for duty, sir!" Silverbolt said firmly.

Optimus Prime smiled warmly, "Welcome back, Silverbolt. I trust you're not troubled with the mission you and your team have faced."

Silverbolt shook his head, "Not at all, sir. We make sure nothing bad happens on the sky and the countries too. We also keep an eye on Megatron's Warship."

"Which is so boring. Man, that hunk of junk made our job so hard!" Skydive complained dryly, which prompted Slingshot to elbow him. He grunted, "Hey!"

"Show some respect, Skydive," Slingshot scolded Skydive.

Jetfire nodded, "Indeed. But no sign of them due to them utilized with cloaking system." He groaned in frustration, "If only I could get the hands-on ship's frequency and cloaking device, then I would able to locate them."

Air Raid scoffed while patted Jetfire's shoulder, "Don't be hard on yourself, JF. We'll get it next time. Plus, I'll make sure that I get Starscream for you to kick and punch." He then noticed Team Ben. He asked, "Okay, who're these humans? What's up with these farmer and crystal bud?"

"I'm Ben Tennyson. These guys are Armorstrike, Rook Blonko and Magister Tetrax Shard. You heard about me, right?" Ben asked cockily, annoying everyone else.

"Nope," Aerialbots answered dryly, making Ben facefaulted.

"Should we know about him?" Skydive asked softly to Slingshot.

Slingshot scoffed while crossed his arms, "Not like I care about that cocky human."

"Sir, what's our next mission?" Silverbolt asked firmly.

"We're assisting the Plumbers to transport the most dangerous prisoner – Vilgax to Incarcecon." Optimus Prime said firmly, surprising the Aerialbots. He continued, "Silverbolt, I want you and your squadron to act as our escort and vanguards. I fear that we might encounter the enemy very soon."

Silverbolt nodded firmly as he and his team saluted. He spoke, "We shall do our duty. We will not let you down, sir!"

Air Raid groaned, "Great. We're now an escort for prisoner transportation. Yeah, us."

Skydive nodded in agreement, "Maybe, looking for the ship is much better than this."

Both Slingshot and Jetfire whacked and slapped on Air Raid and Skydive's heads hard, making them yelled in pain. The scientist spoke, "Would you take this serious?!"

"Whatever Prime requests, we do our job. That is the duty of soldiers!" Slingshot scolded firmly.

Air Raid and Skydive groaned in annoyance, "Yeah, yeah, yeah."

"Hey, Bee, take care out there," Raf wished his friend well, with Jack and Miko stood beside with him.

Bumblebee gave thumbs up to him, "Don't worry, Raf. I'll be fine."

Jazz nodded while patted on his friend's head, "Yeah. You can count on Uncle Jazz to look after him. I'll make sure he comes back in one piece."

Bumblebee beeped in annoyance, "Hey!"

"We're settle! Autobots and Plumbers, Roll Out!" Optimus Prime commanded firmly.

Plumbers and Autobots nodded in agreement. Team Ben and the Plumber Squadron marched into the Plumber Space Cruiser. Optimus Prime, Jazz and Bumblebee transformed into their vehicle modes as they drove up the ramp and entered inside the ship.

With everyone inside the ship, the Plumber Space Cruiser lifted off and blasted into the space. Aerialbots transformed into their flying vehicle modes. They blasted off and followed them from behind.

However, unknown to the group, both Bludgeon and Nightbird have already boarded the Plumber Space Cruiser. Still using Pretender Model forms, they both arrived and entered the arsenal hangar bay. Inside their own personal bay, they approached and returned to their original form of transports – Plumber Armored Tank and Plumber Speed Cycle, which they have taken the form after they infiltrated and 'recruited' into Plumber Ranks.

"Bludgeon, we must inform Lord Megatron at once," Kunoichi Nightbird said firmly and calmly, "This 'Vilgax' seems to know our lord."

Revonnahgander Bludgeon nodded, "I agreed, Nightbird."

Kunoichi Nightbird hummed suspiciously, "Still, do you honestly believed that Lord Megatron would trained an organic filth like him?"

"I don't know what I think," Revonnahgander Bludgeon admitted in concern yet dryly, "However, if Lord Megatron can vouch for this Vilgax, then he has some use to the Decepticon Cause."

Kunoichi Nightbird scoffed, "If you say so…"

As soon as Revonnahgander Bludgeon and Kunoichi Nightbird boarded on their original transports, the Pretender Forms deactivated its camouflage forms. Both Plumber Armored Tanks and Speed Cycle's highlights blinked and lighted out. They're now contacting to their masters now.

---

Inside the flying Nemesis, Megatron and Starscream have arrived and entered the command bridge. Soundwave and Knockout approached and bowed before to their lord and master.

"Lord Megatron, we received word from Bludgeon and Nightbird. Barricade is on as well," Knockout reported humbly.

"I see…" Megatron approached to the command control panel. He pressed the buttons, contacting three of Squadron X. He asked, "Barricade, Nightbird and Bludgeon. Report."

"Lord Megatron, we're now boarding the Plumber Ship, escorting and transporting a prisoner to the Incarcecon," Bludgeon reported humbly.

Megatron scoffed, "Why is that interest me, Bludgeon?"

"To be honest, Master, we're not certain if you believe this rumor," Nightbird said in concern and uneasy, making Megatron raised his suspicious eyebrow at her. She continued, "This Chimera Sui Generis prisoner claimed that he knew you and you trained him."

Megatron looked surprise and amused as he asked, "Vilgax? How interesting…"

"You know him, Lord Megtaron?" Knockout asked in surprise.

"Indeed, I have," Megatron admitted calmly and firmly, "I have not seen him since he completed and mastered his training both gladiatorial combat and Art of War."

The Decepticons looked surprise and disbelief by Megatron's claim. Starscream asked, "So… It is true! You trained the organic filth?! Why would you do such a thing?! He's beneath you! To do such a thing means you're a hypocrite fool to think and believe that these organic beings are equal to you!"

Megatron swung and knocked Starscream out to the ground. He snarled, "Do not be fool, Starscream! None of these beings are equal to me or my Decepticons! However, Vilgax is a rare and also an exceptional for me to accept him as my equal and pupil to train."

"What makes you say that?" Barricade asked suspiciously.

"As the human said, 'he reminds me of someone else'. And that is me…" Megatron answered calmly, surprising the Decepticons. He chuckled, "When we first met, he challenged and fought against me. However, I must admit – I did not expect to meet my match, despite his size and power scale. He also possessed the same ambition and skills as mine. He is my equal, just as Optimus Prime and Ben are to each other."

"I did not think of that," Knockout commented in surprise.

"Me neither," Starscream admitted in concern, "So, why would you consider that, master?"

"Comparing to those two, both Optimus Prime and Ben are brave and strong heroes, who possessed compassion and noble, and also have strong passion of defeating the enemies and saving the lives," Megatron explained calmly and firmly. He smirked amusingly, "But there is difference between them. This foolish human sought fame and glory while Optimus Prime wish to make peace with the enemies but will end them as the last resort if they do not comply and dare to destroy the lives."

"I see…" Starscream commented in surprise.

"So, Lord Megatron, what should we do?" Barricade asked firmly.

Megatron gave the order, "Soundwave, summon the Combaticons at once. I will need their ship if I were to come for my former apprentice. I also require Frenzy, Ravage and Ratbat for this mission as well. Knockout, you and Breakdown will accompany me on this mission."

"Me?!" Knockout asked in fear, "Why? What can I do?"

"Simple. You'll be a distraction and Breakdown will assist and defend you. And do not think of defying my command," Megatron answered amusingly yet dryly, making Knockout nervous and worried. He turned and looked at Starscream, "Starscream, assume the command in my absence. And also, don't even think about making the Army of Undead."

Starscream panicked and worried about his little incident with raising Skyquake from the dead. He yelped, "W-What?! I would never do such a thing! I mean I am not worthy to Dark Energon as you and your former mentor. How foolish of me would think like that."

Megatron suspiciously glared at Starscream, "Indeed, you are not. Soundwave, keep your close eye on him, making sure that he stays out of trouble."

Soundwave nodded in understanding. Barricade asked, "What should we do?"

"Bludgeon and Nightbird, remain with Julie and be ready for anything that I might throw at you," Megatron said firmly. Both Bludgeon and Nightbird nodded firmly. He turned and looked at Barricade, "Barricade, I have a special assignment. Dead End and Spinister shall assist you of what you required to accomplish."

Barricade smirked, "I'm listening, Lord Megatron."

---

Just as the Plumber Space Cruiser and Aerialbots left the Earth's Atmosphere, the squadron magnetized to the cruiser as the fleet activated their Hyperspace Drive and blasted off to another site of galaxy. However, they were being followed by a darkened shuttle-like with large demonic wings – Combaticons Dropship. It then activated its Dark Matter Drive and blasted off into the space as well.

Suddenly, something has deactivated its cloaking device and revealed a large armored pirate spacecraft-like. It has seen everything. The pilots revealed themselves to be Lockdown and Overlord. They then contacted Quintessa via hologram contact.

"J579 and her comrades have left the Earth and headed to the Incarcecon, just as you expected," Lockdown reported, "Looks like the necklace you gave to her works like a charm."

Quintessa smiled, "Good. They may have removed the tracking beacon, but I have other ways to track her. As long she held the necklace, I can sense and locate her. She cannot hide from me because she is my creation. We're both connected."

"So, what are we supposed to do?" Overlord asked in annoyance.

"Assist and protect her as I've ordered. Do as you please with her friends and enemies." Quintessa answered calmly, "And remember, do not let her be destroyed."

"Yes, ma'am," Lockdown and Overlord answered firmly.

As soon as the hologram contact deactivated, Lockdown turned and glared at Overlord, "Don't screw this up again."

Overlord smirked, "I wouldn't dream of it. I only want Megatron. He's mine to finish."

Lockdown scoffed, "Fine be me. Just don't get in my way."

"Whatever," Overlord grumbled, "Let's just get going. I hate waiting around. I'm not going to miss my rematch again."

As Lockdown and Overlord were setting course to follow their targets, the Bounty Hunter Ship activated its Dark Matter Drive and then blasted off into depth of galaxy now.

---

The Plumber Space Cruiser and Aerialbots were flying and travelling through Hyperspace Warp. Optimus Prime, Bumblebee, Jazz and Bluestreak are in their vehicle modes and parked at the hangar bay. They weren't able to transformed into their robot modes due to them are too large to fit in and they might damage the ship badly. Team Ben arrived and meet up with them.

"Hey, guys." Ben greeted the Autobots. He smiled, "Hope you guys are comfortable around here since you're in V-Modes and not Bot Modes."

Bluestreak groaned in pain within his Chevrolet Police Car, "Well, I felt my joint and mechanism grinded and strained before. I haven't been felt this strain since I was training with my transformation." He groaned in frustration, "What a pain."

"Tell me about it," Bumblebee agreed in annoyance, "Always hate the 'transforming training'. What a headache."

Everyone was confused. Jazz answered, "Bee hates 'transforming training'. It's kinda like a human's push-up. Believe me. It's very stressful do that as stuck in V-Mode for too long."

"Oh right. I hate it." Ben grumbled.

"I find it to be fun and effective," Rook commented calmly with a smile, earning Ben to glare at him. He continued, "It keeps me very fit, strong and especially be alert of everything. I like that training very much."

"You enjoy it too much," Ben commented sarcastically.

"How long will we reach to Incarcecon?" Optimus Prime asked.

"Just one more hour. We'll be there soon," Tetrax answered calmly, "And of course, we also informed Warden K'diak to evacuate and move out all the prisoners to another prison."

"Was it necessary?" Optimus Prime asked firmly yet humbly.

"Most of the prisoners feared and hated him a lot," Tetrax answered calmly, "But of course, if we just leave him there with the prisoners, then he will use and turn them into his own army, whether they liked it or not. There is no option. So, without them, he has no chance to escape Incarcecon."

Jazz hummed curiously, "Make sense. Better safe than sorry as they said."

"Still, shouldn't we be worried about him trying to escape?" Bluestreak asked.

"Got it covered," Tetrax answered calmly, "We've already informed the warden to set up the automatic defense and sealed off the gate without special access card. And don't worry, we provide food distribution for him to eat and drink. He'll be comfortable."

Jazz's car mode turned and looked at Optimus Prime's truck mode. He continued, "You weren't kidding that Vilgax and Megatron are almost the same."

Optimus Prime nodded firmly within his truck mode, "Perhaps. There is difference between them. Megatron used charisma, strength and skills to earn the trust and support of Cybertronians to join his cause. Vilgax used brute strength, violence and fear to make his enemies fear and surrender to him. Both may have possessed the ambition and conquest but they have different path to walk upon and commanding the army as well. One thing I am certain is that they must not be underestimated."

"Geez. You don't have to repeat that again," Ben grumbled in annoyance.

"Ben, can you be serious?" Julie said sternly to Ben, "Don't forget the promise."

Ben sighed in annoyance, "Alright, Julie. You don't need to stingy and strict with me."

As Ship nuzzled his mistress's leg to calm her down, Julie held her hands on waist while giving the stern glare at Ben, "I mean it, Ben. If you can be more serious with your work, then I wouldn't be worried about your safety."

"Alright, alright, alright. Sorry, Julie." Ben apologized.

Julie nodded and sighed understandingly while picking up Ship on her hands. Optimus Prime's truck mode approached to her. He spoke, "Julie, are you alright?"

"Huh? Yeah, I'm fine. Why do you ask?" Julie asked firmly yet sternly.

"I've noticed your tone and behavior lately." Optimus Prime said seriously yet calmly and gently, "You seemed to be more distressed and anxious lately. You've also been very strict and stern with Ben on the mission, and also focused on ensuring his safety than yourself or others. Is there something bothering you?"

Everyone was alerted by Optimus Prime's question. They also noticed Julie's odd behavior especially she's been strict with Ben about his safety and not taking the situation serious. Julie became uneasy and anxious of him figuring out about her situation.

Julie shook her head as she made excuse, "I'm fine, sir. I just want to make sure Ben's ready for everything. I don't want him to get side tracked and lost his focus on the mission. He does that too many times."

Ben grumbled, "Hey! I never do that a lot. And also, I'm serious with mission."

"Technically, you did," Rook disagreed with Ben's point. His partner turned and gave the glare at him. He shrugged, "It is true. You tended to do that, thought I admit that you take the situation very serious when the fate of world or universe at risk."

"Thanks a lot…" Ben commented sarcastically.

Optimus Prime was not convinced by Julie's excuse. He continued humbly and sincerely to young Cybertronian Hybrid, "Julie, you do not need to hide your fear from us. It is alright to be scared. You can tell us about it. In fact, all of us including me can be frightened by mild or even our deepest fear as well."

"Not me," Ben said cockily, earning Rook to nudged on his elbow.

"Ben, Prime is trying to find out why Julie's strict with you about the situation," Rook explained softly, surprise Ben. He continued, "I noticed something off about her after the training. I fear it might be something to do with the necklace and Lockdown."

"You'd think it's about mind-control or reprogram her?" Ben asked in concern.

Rook sighed, "I do not know. But I believe she feared for your life and safety is what made her being strict and stern with you since you're taking the situation with Vilgax too lightly."

Ben groaned, "I told you before it will be fine. We can handle him. We've beaten him a lot of times."

"I hope so. I truly hope so," Rook said in uncertain tone.

Julie sighed while bowed humbly, "I appreciate your concern, Optimus. But I assure you that I'm alright."

Still not convinced but chose not to press on, Optimus Prime sighed, "Very well. However, Julie, it is important for you to speak up about your true fear. Because if you ignore, it will consume you and made you lose your focus and logic sense. Eventually, the fear might come true sooner than you think. I do not wish you to be suffered from guilt and shame if it comes true."

Hearing his words has made Julie sadly looked away from Optimus Prime and her friends. She's giving the thoughts of what he has said yet she could not speak up as the last thing she wants is her get berated for not trusting them. They all can tell by her looks and action that she did has some fears or nightmares in her.

"We are here for you, Julie if you want to talk about," Optimus Prime said humbly.

Bluestreak nodded within his Cybertronian Car Mode, "Yeah. You can count on us. We're the team, after all."

Ben approached from behind of Julie. He gave her a warm hug, "I mean what I said, Julie. I'll be fine. I'm not gonna die. We'll watch each other's backs during the fight. Can you trust me on that?"

Still worried for his safety, Julie sighed calmly as she held her boyfriend's hand while looking at him, "Yeah, I do." She found Ship climbed on her shoulder as he gave her nuzzle on cheek. She giggled, "Okay, Ship. I can trust you to watch my back too."

The announcement loudspeaker was activated and spoke up, "Attention! Attention! We're approaching to Incarcecon in 15 minutes! Prepared to exit the Hyperdrive Space now."

"Looks like we're here," Tetrax said firmly.

"We'd best to return to command bridge now and prepare to escort the prisoner out," Rook suggested firmly, "We also need to check with the Warden as well."

Ben nodded firmly, "Yeah, good idea, Rook." He turned and looked at the Autobots, "So, sit tight here. Will be right back."

Bumblebee, Jazz and Bluestreak groaned in annoyance while Optimus Prime remained quiet about Ben's terrible joke again. Team Ben headed off to the command bridge. Unknown to anyone, Bludgeon and Nightbird Pretender Modes have witnessed and eavesdropped the conversation. They both smiled firmly and amusingly as they planned to use the advantage and get close enough to Julie as well.

---

As Team Ben made their way back to the command bridge, Ben stopped at once as he turned and looked at Vilgax being cuffed up to the wall. The young hero couldn't help but wanted to know more about how he met and requested Megatron to train him. He turned and looked at his teammates, who looked uneasy and uncertain about this idea. Tetrax nodded firmly, gesturing that he allowed it.

Team Ben entered the prison cell. They approached to Vilgax's cell. They're facing and glaring at him.

"Well, well, well, if it isn't Ben 10 and his friends? Have you come to grovel before me?" Vilgax mocked amusingly.

"You wished," Ben answered dryly, "I want to know one thing since when did you and Megatron became buddies?"

"Simple. To defeat you and also restore my reputation that Vilgax is still to be feared and not to be trifled with." Vilgax answered dryly and angrily. He clenched his fists, despite being chained up. He continued dryly, "After you defeated and thrown me into the space, I realized that the only way to defeat you is that I must obtain new power and ability."

"Yeah. I remember that. You conquered ten worlds legitimately and gain all ten superhero aliens including Ultimo to make your own powers," Ben said dryly while crossed his arms, "Pain to my ass when you attack me."

Vilgax chuckled amusingly, "Indeed. It was indeed entertainment for me to enjoy inflicting pain on you. The fighting skill I've gained is my own, thanks to Megatron."

"So, how did you meet him? Why would Megatron train you, despite he doesn't consider organic to be his equal," Rook asked.

Vilgax smirked amusingly as he began retelling about his tale of how he met Megatron and get trained by him.

---

Flashback:

During three years, Vilgax's Flagship arrived at the asteroid field, where it was attacked and gunned down by Megatron and the Decepticons. The flagship got grounded to the ground. Instead of surrendering, Vilgax led his army to battle and attack the Decepticons. Despite how powerful and large the Cybertronians are, Vilgax continued leading his army to attack and defeat the army of Decepticons.

"During my conquest of ten worlds, I've encountered Megatron and his squadron of Decepticons at the asteroid field when they attacked my ship. So, I ordered mine to fight back. Despite how strong and powerful their firepower, I refused to submit and continue fight back, no matter the cost. I was determined to defeat and capture the Cybertronians, so that I can use them and their powers for invasion.

He eventually confronted Megatron. Both of them fought and battled against each other fiercely and violently. Despite his size, Vilgax managed to put a dent and fire his blasters at the Decepticon Leader. Megatron swiftly and easily punch and knock him determinedly for days. Their army were cheering and supporting their leaders to win. At the end of last day of month, both Megatron and Vilgax launched final attacked on each other, which ended up in draw.

"That was when I confronted and faced their leader – Megatron. So, he and I fought for days. Our soldiers stopped and raised their cheers for us to win. Despite our sizes and species being different, both Megatron and I equally matched. Eventually, our duel ended in draw."

Surprisingly, Megatron proposed the idea of training Vilgax as the payment for entertain him in the duel. The Decepticon Leader also provided him Power Drainage Machine to use. In-return, Vilgax provided him the map and database of galaxy. And so, Megatron helped training and teaching Vilgax in the ways of Cybertronian Martial Arts while he helped him to teach about the galaxy.

Almost a year has passed, Vilgax has grown stronger with his new set of martial art skills and weapons for his invading army. Megatron and his Decepticons have gained knowledge and information that will help them locate and build new army for next invasion. They then departed and never see each other again.

"Instead of finishing me, he proposed me that he will train me and provide me Power Drainage Machine, for bringing entertainment to him. And in-return for training, I provided the galaxy map and database for him to use and scour across the galaxy, searching for his own army."

Flashback Ends…

---

Vilgax has finished retelling his encounter with Megatron. Team Ben became uneasy and worried about his story especially learning how Vilgax obtained the Power Drainage Machine that could drain out on 10 superheroes' powers for himself to conquer the 10 worlds. Megatron also gained knowledge and information of the galaxy, to build his own army now. Optimus Prime was right to be concern with them being together.

"So, do you think Megatron would come and rescue you?" Ben asked.

Vilgax scoffed, "That depends on the Decepticon Leader's mind. Knowing him, he would come and finish me off than rescuing me."

"After everything you both have done for each other?" Julie asked in disbelief.

"Decepticons do not tolerate failures. Megatron won't forgive his subordinates so easily and merciful." Vilgax explained, "If he ever finds about this, you all better be prepared to face him and defend my life."

Ben scoffed, "Like that ever gonna happen. Once we drop you at Incarcecon, you'll be safe."

Vilgax smirked, "I highly doubt of it…"

Team Ben then exited out of prison cell, leaving Vilgax behind the bars. They're now heading off to the command bridge.

---

The Plumber Space Cruiser and the Aerialbot Squadron have exited out of the Hyperspace Warp. They have arrived at their destination - the Incarcecon. Many spacecraft convoys have just left the prison space station. Team Ben were inside the command bridge, along with pilots piloting the cruiser.

"Wow. Never thought that I'd be coming back here again," Ben commented in surprise. He scoffed while crossed his arms, "That prison was nothing but trouble."

"It wouldn't be if you hadn't attack Myaxx," Tetrax commented playfully.

"Hey! Gimme a break, Tetrax! How am I supposed to know she's not Vilgax?!" Ben protested in annoyance.

"Despite your history with the Incarcecon, Ben, it would be a perfect prison for Vilgax," Rook said calmly and firmly, "Thus, we don't have to worry about him coming back for us again."

Ben sighed, "I supposed so…"

Tetrax pressed the button on control console, contacting Warden K'diak, "Warden K'diak, this is Magister Shard. We're approaching to your prison station now. Hope you have cleared out all the prisoners."

"Affirmative," Warden K'diak's hologram appeared and reported, "The last convoy has just left. Proceed to Docking Bay 25."

Tetrax nodded, "Understood. Magister Shard, out."

"Let's hope nothing bad is happening to us," Julie said.

Tetrax nodded firmly, "Proceed to Docking Bay 25."

"Yes, sir!" Plumber Troopers responded firmly.

The Plumber Space Cruiser and Aerialbots flew off and approached to the Incarcecon's Docking Bay 25. However, Combaticon Dropship exited out of the Hyperspace Warp as well. It quickly activated its cloaking system, hidden themselves from the Plumbers.

---

Inside the dropship, it consisted of 11 Decepticons including Megatron. Both Vortex and Blast Off were piloting the ship. Brawl and Breakdown were handling with the turrets. Swindle and Knockout were checking on the navigation panel. Onslaught was sitting on his command chair. Megatron was standing in front of the dropship's window. Frenzy, Ravage and Ratbat were standing behind of Megatron.

"Lord Megatron, we have arrived at our destination," Onslaught reported firmly.

"Is the ship in cloaked?" Megatron asked.

Onslaught nodded firmly, "Yes, my lord. However, why would we need to be in cloaked? We could have just used our tractor beam to bring them in and deal with this problem at once. That would save the troubles."

"Perhaps…" Megatron agreed while crossed his arms. He smirked, "However, I was very disappointed and furious to find out that despite my teachings, Vilgax's unable to defeat his nemesis or even succeeded any other objectives than one for too many times."

"Not to point out the obvious, Lord Megatron, didn't you failed to beat Optimus Prime or even succeed other objectives?" Swindle asked curiously. Knockout yelped while hiding down, making him confused. He then found the Decepticon Lord armed and fired his Fusion Cannon at him. He dodged and evaded the blasts. He gulped in fear, "Sorry I asked!"

Knockout groaned in annoyance, "Must you always do something stupid, Swindle?"

Swindle groaned and glared at Knockout, "Shut up!

"So, what are we supposed to do, boss?" Frenzy asked.

"Simple. We will give them the challenge," Megatron answered calmly and firmly.

"Uh… Meaning what?" Brawl asked in confusion.

Breakdown shrugged, "Beats me."

"We will attack both our enemies and Vilgax." Megatron answered calmly, shocking and surprising his army. He smirked, "Vilgax was my first student. As his master, I wished to observe and test his strength, intellect and skills if he can actually defeat and escape both me and his enemies. Hopefully, he hasn't lost his touch and bring disappointment to me again."

"And the so-called 'Plumbers'?" Vortex asked curiously.

Blast-Off scoffed, "Might as well called them 'What a Joke, Losers'. Fitful for them."

Megatron smirked, "Yes, about them, I also want to send a message to the Plumbers. Let them know that the Decepticons are not to be trifled with, by demonstrating how powerful and devastating we can be. Show them no mercy."

"Ooh! I like this," Brawl commented amusingly while cracked his fists, "I am so gonna enjoy this!"

Blast Off laughed, "Now you're talking, Lord Megatron! Can't wait to pick a fight with Ben 10. Heard he became one of us."

Vortex scoffed, "Yeah. Right. He maybe the Cybertronian, he got no skills and abilities like us, especially we have our secret weapon."

"But hey, I've got an idea about what we can do with Ben 10," Swindle spoke up. He teasingly and calmly continued, "His Omnitrix would make a fine arsenal to our cause. Or we could do some serious marketing sales too. It might help us get more supplies and resources!"

Knockout groaned and shuddered in fear, "No thank you! I wouldn't trade my paintjob for any kind of freaks."

"Tell me about it," Frenzy agreed. He then noticed both Ratbat and Ravage glared and snarled at him. He gulped before nervously laughed, "No offense."

"Cut the chatter, Combaticons! We have work to do!" Onslaught said firmly and sternly, "What do you want us to do?"

Megatron pointed at the Incarcecon's command bridge, "Take us to the bridge. We shall take control of the command center. Then, we can begin the hunt on Vilgax and our little friends. Onslaught, you shall lead the Combaticons to hunt them."

Onslaught nodded firmly with a smirk, "With pleasure, Lord Megatron."

The Combaticon Dropship blasted off its engines as it moved very close to the Incarcecon's command bridge. It landed on top of command bridge as the Decepticons are infiltrating the space prison station.

Lockdown's Bounty Hunter Shuttle emerged out from the Hyperspace Warp. Both him and his partner Overlord smirked evilly and sinisterly as they can't wait to start hunting down and killed his enemies.

---

The Autobots then transformed from vehicular modes into their robot modes. All of them groaned out loud while stretching themselves out.

Jazz sighed warmly while stretched himself out, "That's more like it."

"That's gotta be the longest ride we ever travel," Skydive commented.

Air Raid groaned as he stretched his head around, "Tell me about it. Makes me miss using the Ark."

"You have the ship?" Rook asked in surprise.

"Yes. But now, the Ark is inactive and unable to fly since the beginning of First Great Battle," Optimus Prime explained firmly and calmly, "The ship does not have enough Energon and we do not possess enough specific materials to repair it."

Tetrax nodded understandingly, "Well, that explains why you guys hardly leave and stuck on Earth."

"Ahem. I have a ship," Bluestreak corrected firmly. He hummed in concern, "Then again, it doesn't have enough for more guests."

"Prime, we should get moving," Slingshot suggested firmly.

"He's right. We don't want to overstay our welcome here," Jetfire agreed seriously, "The last thing we want is someone able to track and find out about what we were doing now.

"Understood," Optimus Prime said firmly, "Rook, Jazz and Bumblebee, lead the way and scout anything ahead. Aerialbots, cover our rear. Team Ben and I will keep an eye on Vilgax."

"Sir!" Everyone responded firmly.

"Let's get going, Vilgeek," Ben joked while pushing Vilgax to move out. This prompted his archnemesis to groan and grumble angrily and annoyingly.

Rook, Jazz and Bumblebee headed off to scout and lead the way to the prison arena. Optimus Prime, Bluestreak, Team Ben and some of Plumber Troopers including Revonnahgander Bludgeon and Kunoichi Nightbird were staying close and escorting their prisoner Vilgax to his prison cell. Aerialbots were covering their rears.

---

As soon as Combaticon Dropship landed on top of Incarcecon Space Station's Command Center, Megatron has sent three Decepticon Minicon to infiltrate and take over it.

Through the use of air ventilation pipes; Frenzy, Ravage and Ratbat have quietly and patiently arrived at the command bridge. As soon as Frenzy unscrewed the screws, both Ravage and Ratbat jumped out and attacked the securities. Ravage snarled angrily as he pounced, clawed and struck down the preys. Ratbat unleashed Sonic Screech, which painfully hurt and kill them at once. Outnumbered against the enemies, Warden K'diak tried to reach the button and alert Ben and his team, Frenzy quickly sniped his gun on him by head, killing him at once.

Seeing the command bridge is secured and under control by the Decepticons, Frenzy climbed down from the air ventilation pipes. He approached to the computer console. He took his seat while looking at computer screen. Both Ratbat and Ravage stood beside him.

Contacting his master, Frenzy reported, "Lord Megatron, the command bridge is ours now."

"Excellent work, Frenzy." Megatron's voice said in pleasant tone, "Ravage and Ratbat, return to me. Frenzy, you're in-charge of the control and follow every command of mine."

Ravage and Ratbat made their respective animal noise. The bat grabbed and held on her partner's back as they flew off into the air vent, returning to their master now.

Frenzy smirked cockily while cracked his hands out before held and readied to push buttons on keyboard, "Say the magic word, and I'll get the job done."

Megatron's voice chuckled, "Good. Seal off the docking bays. Launch all escape pods. Jam their communication from inside and out. Shoot down any reinforcement that dare to come here. And keep your optic sharp on our friends and inform me of their movement as well. I want to be one step ahead of them."

Frenzy smirked as he began pushing the buttons, "On it!"

---

Team Ben and the Autobots continued marching through the hallway and escorting Vilgax to the center of prison station. Although they knew the Incarcecon would be empty with all the prisoners being transported out, they all couldn't help but feel agitated and unagitated with how quiet the place is.

"Man, when they say empty the Incarcecon, they meant it literally," Jazz commented in surprise while looking around of his surroundings. He sighed, "Makes me miss some funky song, dancing and party. It gave some serious heartfelt lifting to know that everything's cool, man."

"Well, prison is not meant for heartfelt lifting. It's for the most wanted and dangerous prisoners to be imprisoned and sentenced for lives," Rook corrected firmly. Everyone groaned and sighed in annoyance with him being oblivious to Jazz's comments. After some thinking about their frustration, he awed in realization, "Oh. Must be the expression."

Tetrax sighed, "Yes, Rook. Jazz was expressing about how quiet the prison is and not used to it very much."

Jazz nodded happily, "You've got the right groove, man. You know my style."

Tetrax scoffed a bit as he commented in funky style, "I've been in disco and dance during my youth. It is so funky and fun, yo!"

Jazz smirked amusingly, "Dude, I hear ya beat! Ya get my style. Know my song well!"

Rook groaned, "I still don't understand. It gives me a headache…"

"Well, I wouldn't mind some peace and quiet for once," Skydive joked amusingly, "After all, we've been through enough with our work. The last thing we need is another problem added to our list."

"Right on, Skydive. Last time we went to North Korea, we almost got ourselves blown to bits for going to near to their territory. Glad this job would be easy," Air Raid agreed as he and Skydive gave each other high-five.

"Quit complaining, you two! There's not such thing called 'easy job'," Slingshot scolded both Air Raid and Skydive while whacked their heads hard.

Jetfire nodded in agreement, "Slingshot's right, mate. Don't take things granted. It might not be easy as we thought."

"Jetfire, you worried too much," Air Raid grumbled.

"Just keep your eyes out for troubles, okay?" Bluestreak said strictly and firmly.

Noticing Silverbolt's and Bluestreak's serious looks, Optimus Prime asked, "Silverbolt, Bluestreak, is something wrong?"

"Not very sure, sir, but this place seems to be too quiet," Silverbolt said in concern and firm while looking at the security camera, "I felt like we're being watched."

"You're just being paranoid," Ben joked, which earned Julie to nudge on his shoulder.

"Ben, be serious, will you?!" Julie scolded while holding Ship tight to her,

Ben groaned, "Will you relax and stop treating me like a kid? I mean this place is empty. No one else but Warden K'diak and his securities are here."

Vuilgax chuckled amusingly, "You should listen to your robot girlfriend. After all, she's much smarter and better than you. Maybe she should use the Omnitrix."

Ben turned and glared at Vilgax, "Hey! Say that again, I'll so gonna kick your ass right here, right now! Don't call my girlfriend 'robot', jerk!"

"Actually, Vilgax make a good point," Bluestreak said seriously and strictly. As he and his team arrived at the large entrance, he then looked around of his surroundings. He then commented, "I don't see Warden K'diak or any of his securities. I've got a bad feeling about this."

Suddenly, the entrance opened by lifting up. It revealed Megatron, Onslaught, Ravage and Ratbat stood before them. Breakdown, Swindle and Brawl emerged out from eastern hallway while Knockout, Vortex and Blast Off came out from western side. They all armed and aimed their weapons at Team Ben, Team Prime and the squadron, along with the prisoner. The heroes responded and aimed their weapons at the enemies.

"How perspective, Autobots," Megatron commented amusingly and darkly.

"Megatron!" Optimus Prime exclaimed in shock.

Ben gulped, "Aw man!"

"See? What did I tell you?" Julie scolded as she and Ship merged together into Armorstrike.

Ben groaned, "Gimme a break, will ya?"

Bluestreak hissed, "It's an ambush, alright!"

"Pretty obvious, isn't it?" Vilgax asked in annoyance.

"Shut up, Vilgax!" Ben snapped in annoyance.

Megatron chuckled amusingly, "I see you still enjoyed challenging and mocking your enemy, Vilgax. You haven't change since our last meeting." He then showed his anger and annoyed looks as he berated, "Despite my training, you failed to defeat your and achieved other objectives than one. I've been truly disappointed."

Vilgax sighed amusingly before smiled beneath his mask, "Forgive me, 'my master'. I tend to get impatient and excited to finish my true objective. But I assure you that I will not make same mistakes twice."

Team Ben, Autobots and the Plumbers were shocked and surprised. Vilgax was telling the truth about him being trained by Megatron.

"I guess you were telling the truth," Tetrax commented in shock to Vilgax.

Vilgax scoffed, "I told you."

"Guess Lord Megatron wasn't kidding," Breakdown commented in surprise.

Knockout nodded, "Yeah. I thought he was joking. Well, not sure if he ever joked before."

"I don't think that he ever did," Breakdown answered in concern.

"Still, how on Cybertron did you find out that we have Vilgax as our prisoner and transporting him here?" Bluestreak asked in shock and disbelief.

Jazz nodded in agreement, "Blue's got the point. There is no way that Soundwave and Squadron X were able to intercept and track down our ship's location. It's a Plumber Spacecraft, not Autobot's. I don't believe you would be able to figure out that we have Vilgax as our prisoner."

"Once again, you've underestimated their capabilities." Megatron said amusingly and calmly, "When you formed the alliance with Plumbers, I have to be prepared for my battle against my enemies. Soundwave and Squadron X have many ways to spy on you and your operations, such as moving Vilgax here after discovering he knew Cybertronian and he was trained by me. You feared that I might come rescue him?"

Optimus Prime narrowed his firm eyes, "I suspected that. However, I do not believe you planned this."

"Really?" Rook asked in disbelief.

"Indeed, I don't," Megatron confirmed, "Why rescue him when this is an opportunity to test his skills and might? I wish to see if he can either defeat his enemies and master, or make his escape from me. That would be an interesting test for him to make up for disappointing me."

Team Ben and their allies were in shock and disbelief of what they heard. Ben gulped, "Wow. Did not expect that one. I thought Vilgax's way is twisted and evil to backstab his own friends."

Vilgax chuckled amusingly, "How intriguing test you've make, Megatron. I happily accept it. To prove you that I have not lost my touch. Just too impatient and arrogant to fight the enemies and claim victory."

Megatron smirked in pleasant tone, "Try not to disappoint me."

"Sorry to disappoint you, guys! There won't be any test when we're around!" Tetrax said firmly and seriously.

Optimus Prime narrowed his firm and determined eyes, "I comply to agree with Tetrax. We will not let either of you do as pleased with this so-called 'test'!"

"We shall see," Megatron said firmly and amusingly, "Have you met the Combaticons?"

Ben looked at the Combaticons. He commented, "No. We have not. Are we supposed to be worry and afraid of them?"

Onslaught scoffed while armed with his blaster, "You should be. We're not some Decepticon Troopers you have faced with. The Combaticons are the toughest and fiercest mercenary and warriors Megatron has ever had. You do not want to underestimate us so easily."

Brawl chuckled as he armed with his weapons, "Yeah! Hope you're packed with arsenals. Coz I've got tons of them!"

"Heard that you're an Outlier with Wind Power," Vortex commented amusingly, "I would like to test my Shockwave Powers against yours!"

Blast-Off chuckled, "Hopefully the so-called 'Ben 10' lived up to his name. To see him died in front of me would be big disappointment."

Swindle smirked, "Well, on contrary, I get to make some sales with the Omnitrix."

Knockout make a 'psst' noise, "If I were you, I wouldn't mess with them. You wouldn't last a second."

Listening to Combaticons' threats, Julie is being reminded by the nightmare of Ben getting killed.

"Yeah, right," Ben disagreed.

"Ben, don't be stupid," Julie warned firmly yet concernedly.

Rook nodded in agreement while armed with his Proto-Tool Blaster Mode, "Julie's right. These Decepticons look much more dangerous and stronger than others. I don't think we can handle them."

"You've got that right. The Combaticons are very dangerous. Leave them to the Aerialbots to handle," Slingshot said firmly, "We've lost too many soldiers including our three Combiners to them and other two teams. We're now down with two."

"Yeah. Prowl and his team are one of them," Silverbolt added firmly.

"W-What?!" Bluestreak asked in shock. He turned and glared at Onslaught, "You murdered Prowl?!"

"The Leader of Protectobots?" Onslaught asked curiously yet amusingly. He scoffed, "Yeah. We have fought him and his team a lot. We finally dispose of him for good by blowing him for good."

The Combaticons laughed excitedly and sinisterly about defeating and blowing up the rival. Angered by their insults, Bluestreak growled and roared angrily as he was about to attack them. He was held back by Jazz and Bumblebee as they both shook their heads, gesturing him to not pick a fight with them.

Megatron and his Decepticons are armed and aimed their blasters at Team Ben, Team Prime and their squadron.

"So, tell me, Optimus Prime and Vilgax, how will you handle the situation?" Megatron asked amusingly.

"Do you have the plan?" Tetrax asked in concern.

Optimus Prime sighed in concern, "Unfortunately, no, I do not have one. But we cannot surrender Vilgax to Megatron to save ourselves."

"Didn't Megatron wanted to kill Vilgax for being embarrassment?" Ben asked.

Optimus Prime firmly scolded Ben, "If he did, do you believe he would let us go especially he may want to obtain Julie to join his forces? Or worse, if Vilgax managed to escape and please Megatron, then they would form the alliance and conquer the universe."

"Good point." Ben grumbled as he activated his Omnitrix. He transformed into Four Arms, "For the record, I don't like the idea of helping Vilgax again."

Vilgax growled, "The feeling is mutual…"

"Lord Megatron?" Onslaught asked firmly.

"Granted, Onslaught. Finish them," Megatron said firmly.

And just before the Decepticons could make the move, a couple of canisters thrown to the ground. They all then activated and unleashed the smokescreen, shocking and alerting everyone within. They all shouted and exclaimed in concern and frantically while shooting and blasting everywhere.

"That's not good!" Four Arms exclaimed in concern.

"What's next?!" Bluestreak asked in concern.

"Everyone, split up now!" Optimus Prime shouted firmly, "Meet at the rendezvous point that Tetrax has pinpoint! Whatever happens, stick together and protect Vilgax safe at all cost!"

"You heard him! Let's move it!" Tetrax commanded firmly.

As instructed, both Team Ben and Team Prime quickly split up while rammed and knocked the enemies off before made their escape at once. Rook and Aerialbots headed to the eastern hallway. Tetrax, Bumblebee, Jazz and 10 soldiers en-route to western hallway. Optimus Prime, Bluestreak, Four Arms, Julie, Revonnahgander Bludgeon and Kunoichi Nightbird brokethrough Megatron and Onslaught's line. The Tetramand was carrying Vilgax on his arm.

As soon as the smokescreen dispersed, Megatron and his Decepticons grunted and groaned angrily and annoyingly as they recovered from the surprise attacks. They all complained and muttered angrily about the situation.

"Lord Megatron?" Onslaught asked in concern.

"I am fine, Onslaught," Megatron said firmly and dryly. He then chuckled amusingly, "Well, this is not what I expected. However, I did say this is a test for Vilgax to overcome and escape me. All forces, split up. I want him to be found and dealt with."

"Yes, Lord Megatron!" Decepticons obeyed firmly.

Megatron contacted Frenzy from command bridge, "Frenzy, assist them in the fight against the Autobots and Plumbers. By any means of necessary."

Frenzy chuckled amusingly, "You got it, boss!"

The Decepticons have split up and move to different directions – Knockout and Breakdown headed to the wester hallway. The Combaticons entered the eastern hallway. Megatron, Ravage and Ratbat turned and faced at the northern entrance. Three of them marched and entered it.

Megatron smirked, "Let the hunt begin."

With the Decepticons have left the hallway for hunting down their preys, Lockdown and Overlord climbed down from the ceiling.

"Good. Exactly how I wanted," Lockdown commented amusingly.

Overlord groaned in frustration, "Was the smokescreen necessary? I could have taken them all by myself, you know?"

"Don't be foolish, Overlord. I know you want your rematch with Megatron. So, why waste your ammo and time with the Decepticons when we have separated their leader away from them?" Lockdown asked amusingly, stoking Overlord. He continued, "After all, this is your chance."

Overlord hummed thoughtfully, "Point taken, bounty hunter. Much appreciated." He groaned a bit, "Never thought I would appreciate you."

"Me neither," Lockdown said in agreement, "So, you'd better get going."

"What about you?" Overlord asked curiously, "Aren't you supposed to keep your optic on the girl and get the Omnitrix?"

Lockdown smirked confidently, "Work in Progress, my friend."

---

After escaping the Decepticons; Four Arms, Armorstrike, Optimus Prime, Bluestreak, Revonnahgander Bludgeon and Kunoichi Nightbird continued marching while escorting Vilgax to the rendezvous point while keeping their eyes out for the Decepticon Attacks. They're now at the northern hallway. So far, there was no sign of the enemies.

As the Omnitrix made the beeping noise, Four Arms returned to Ben form. He sighed, "We manage to give Decepticons the slip."

"Indeed," Optimus Prime agreed, "But we're not out of the woods yet."

"Sir, we're not in the woods," Bluestreak corrected his Prime.

Optimus Prime smiled a bit, "It's a human expression as in we're not out of danger."

"I see. Human expression seems to be curious and complicated…" Bluestreak commented.

"Indeed." Optimus Prime agreed. He then gave his serious and firm expression, "Bluestreak, I understand your anger of what Combaticons have done to Prowl and the Protectobots. But you mustn't let that anger bested you. If you do so, you would not only endanger yourself and the team but also lost yourself."

Upset to loom over his brother's death, Bluestreak knew Optimus Prime was right. He sighed and saluted, "Understood, sir."

Optimus Prime patted Bluestreak's shoulder, "Remember why you became the Autobot Representative to the Plumbers."

Bluestreak nodded, "Yes, sir."

"How touching of you, Optimus for consideration of your subordinates…" Vilgax mocked amusingly, "It makes me sick."

"Hey! Vilgax, why don't you give him a break or else I break you?!" Ben snapped at Vilgax.

Vilgax scoffed, "Your threatening is amusing and pathetic as always, Tennyson. You should have let me out to deal with the Decepticons."

"Not a chance," Ben disagreed firmly, "We're not falling for it, Vilgax. The moment we let you out from those cuffs, you'll take us out and then make the run before Megatron and the Cons get you."

"But Ben, would it better to have Vilgax on our side?" Armorstrike asked.

"Huh?! You're kidding me?!" Ben asked in disbelief, "This is Vilgax. You know what he'll do."

Armorstrike hissed, "I'm just saying that we should help each other to survive the Decepticons' attacks. The enemy of my enemy is friend."

Ben sighed, "Sorry, Julie. Can't risk it."

"Come now, Tennyson. She made an excellent point," Vilgax said amusingly and calmly, getting everyone's attention. He smirked beneath his mask, "After all, it was me that help you become what you are today. You should be grateful of me."

"Yeah? So what?" Ben scoffed dryly while glaring at Vilgax. As he crossed his arms, he continued, "You were trying to get the Omnitrix, but it instead come to me. So, thanks to you, I've kicked your ass for more times than I count."

"Foolish human. Do you truly believe so?" Vilgax said darkly and dryly, "There is no victory for you."

"Are you saying that Ben Tennyson never won the battle fair and square?!" Bluestreak asked in annoyance.

Vilgax chuckled amusingly, "Indeed. All the battles that Ben and I have fought over seven years were nothing pure luck. And also, you have help from the Omnitrix, your friends and family."

"What are you trying to get?!" Armorstrike asked angrily.

"Despite many victories he has claimed, Tennyson did not finish me off," Vilgax mocked amusingly while glaring at Ben, "Simple fact is that you're too weak and scared to fight me alone, no doubt. Without them or even the Omnitrix, you are nothing. What a folly…"

Offended by the insults, Ben clenched his fists tightly, "You know what? Maybe I should have let Megatron take you out for being a failure to him."

"Then, do it, Tennyson," Vilgax taunted firmly and darkly, "However, ask yourself this – is this the right thing to do? My home planet won't be the only one Decepticons conquered. Many more will fall to them at ease. Thus, leaving the Earth defenseless against another large-scale invasion of Decepticons. Is this what you want?"

Angered and frustrated by Vilgax's insult, Ben could not help but think of what he has said. The last thing he need is another invasion on his home planet.

"Perhaps, you're right, Vilgax. He should have ended you," Optimus Prime said firmly, stoking everyone. He continued, "However, he will do no such thing."

"Why is that?" Vilgax asked amusingly.

Optimus Prime explained firmly, "As a hero, Ben's main priority will always be protecting and saving the lives, no matter the cost. He has strong commitment to bring enemy to justice and doing the right thing, not killing them for the sake of peace or ending the war. Above else, he also believed in 'Freedom is the right for all Sentient Beings'. He will fight and defeat the enemies, who dare to abuse or destroy it. I have witnessed his battles, missions and capacities from Plumber Database. No matter how tempted or promised the offers are, he will never accept it. He will fight to protect the world, no matter the cost. He is a hero."

"Optimus…" Ben said in surprise.

Vilgax chuckled amusingly, "You sounded like you and him are the same."

"Perhaps we are similar, despite how different we are," Optimus Prime admitted firmly. He then gave the firm and stern glare at Vilgax, "Let me make this clear, Vilgax. If the situation proves dire or there is no other way to end peacefully, Ben or I will resolve to end it without hesitation to save the world. Do not force us to use that."

"We shall see…" Vilgax commented calmly, "I cannot wait to see how far can you stand with this long war with me, Ben Tennyson."

"Hopefully, it will never cross that," Ben said dryly. Revonnahgander Bludgeon and Kunoichi Nightbird pushed Vilgax to move out. He turned and looked at Optimus Prime, "Hey, OP. Thanks for the pep talk. I almost gonna lose my cool."

"You're welcome, Ben. And believe me, I have been in your position before." Optimus Prime admitted firmly and sincerely, "It wasn't easy to stay composure and never lose sight of what's important when facing the enemy that knows you too well and do anything to provoke you to make a mistake."

"Yeah. Still, Vilgax was right about me. I wouldn't made this far if not for Grandpa Max, Gwen, Kevin, Tetrax, Julie, Rook and others. And also, the Omnitrix made me who I am too – a hero."

"I disagreed, Ben. The Omnitrix is merely a tool. It does not define you a hero. You already have proven to be one, long before you found it. With the supports of friends and family, and keep fighting the noblest of fights, you will always be a hero."

Ben sighed a bit, "Where have I heard that before? Guess Vilgeek's right about another thing. You and I are kinda same."

Optimus Prime nodded, "Indeed, we are."

"Ben…" Armorstrike said in concern.

Ben approached and gave Armorstrike a warm hug, "Don't worry, Julie. I won't cross that line again. If I do, then I can count on you and others to stop me. After all, you're my girl."

Armrostrike blushed in red beneath her helmet, "Sure, Ben. But thanks."

Just as Ben and his teammates continued marching, they looked up head and found something ahead of them. They even heard a cackling laughter across the hallway. Just before they do anything, it unleashed the barrage of laser blasts and missiles at them. This alerted and prompted them to dodge and evade the attack at once. Ben, Bluestreak and Kunoichi Nightbird moved to western chamber while Optimus Prime, Armorstrike, Revonnahgander Bludgeon and Vilgax got thrown into eastern chamber.

Ben and his team groaned and moaned painfully as they slowly recovered and tried to get up. Just before they could regroup, the door was about to close down. This shocked and scared them.

"Nooooooooooo!" Armrostrike screamed in concern. Running as fast as she can, the door slammed before her. She screamed in frustration before slammed on the door hard, "Nooooooo! Damn it! No!"

"Julie?! You okay?" Ben's voice shouted out loud.

Julie shouted back, "I'm okay! You?"

"Me too. Damn it. Rook was right. Someone's taken control of prison station."

"Hang on. We're gonna get you out of there!"

"Julie, don't! You have to keep going! Get to rendezvous point. My team and I will meet you guys there!"

"But Ben-!"

Ben interrupted, "Julie, we'll be there. The more time we waste, the quicker the Decepticons could get here and attack you guys. We'll be fine. Get there now!"

Unconvinced and uneasy to leave Ben alone, Armrostrike sighed reluctantly, knowing he's right about it. She spoke, "Alright, we'll meet you there! You'd better be alive!"

"I will." Ben's voice responded.

Optimus Prime lowered himself besides Julie as he spoke gently, "Do not worry, Julie. Bluestreak will keep him safe. We'll meet them there."

"I know." Armorstrike said reluctantly. She sighed, "Let's get going."

Optimus Prime transformed into his truck mode. Armorstrike and Revonnahgander Bludgeon boarded inside while leaving imprisoned Vilgax tied to back of truck. They're now heading straight to the rendezvous point. And at the same time, Revonnahgander Bludgeon secretly and swiftly pushed some buttons on his right hand, activated homing beacon-like for his master to locate him.

---

Inside the western chamber, Ben turned and looked at Bluestreak and Nightbird after communicating with his girlfriend. He spoke firmly, "We better get going now. No time to lose."

Bluestreak nodded, "Understood."

Bluestreak transformed into his police car mode, allowing Ben and Kunoichi Nightbird to get in. He then drove off at once. Unknown to them, Lockdown emerged out from the distant corridor as he has seen everything. He received the call from his partner.

"You got him?" Overlord asked.

Lockdown smirked, "Target on sight now. I'll take care of him and take my trophy. Follow Prime. Megatron will be there for you."

Overlord chuckled, "Good… Very good… Megatron and Prime are mine to deal with. See you soon, partner…"

With the call ended, Lockdown transformed into his muscle car as he drove and went after Ben now.

---

Travelling through the eastern hallway and fighting against the security turrets and drones; Tetrax, Jazz, Bumblebee and 10 Plumber Troopers have arrived and entered the empty market. While still heading to the rendezvous point, they also have to keep their eyes out for the Decepticons as they feared that they might be onto them soon.

"So far, so good," Jazz commented in relief while armed with Hip-Hop Gunner, "No sign of troubles."

Tetrax hummed in concern while checking on his gauntlet and badge, "Don't get your hopes high. Cons have cut off our comms inside and out. They've launched the escape pods. And they have taken control of security system including surveillance and turrets. We're now at disadvantage."

"No kidding…" Bumblebee beeped in agreement.

"No worry, Bee. We can do this," Jazz said firmly, "We just need to stay cool and don't do something stupid."

Bumblebee groaned as he beeped, "Easy to say than done. Still think we'll able to meet up with Optimus and others?"

Tetrax looked confused. Jazz explained, "Bee's asking if we can make to rendezvous point. And I'm sure we will. Just hope that we don't run into trouble."

"Sorry to disappoint, dude," The cocky and gruff voice exclaimed amusingly. Tetrax and his team looked up and found Knockout and Breakdown stood before them. Breakdown scoffed, "Trouble comes after ya all."

Knockout chuckled, "Indeed, Breakdown. Unlike us, we go with the flow of troubles."

"More Cons…" Tetrax said in annoyance.

"Knockout and Breakdown… The troublemaker duo…" Jazz said in concern, "Never thought you two would be here. I know Breakdown wants the fight with Bulkhead, but not sure about Knockout. You're not the type of con would come and fight since you're worried with your paintjob."

"Not by my choice. Megatron would kill me if I dare to refuse." Knockout grumbled.

Breakdown scoffed, "I was hoping Bulk would be here. So, I can return the favor to him."

"Sorry to disappoint ya, Breakdown. Bulkhead's got other things to deal with." Bumblebee beeped amusingly.

"What? Playing with his pet is more important than fighting with me?" Breakdown asked amusingly. He chuckled with fake disappointment and sadness, "I am disappointed."

"Let's get this over with. Handover Vilgax now," Knockout demanded amusingly and calmly, "And we'll be off your skin as the human said."

"Do we look like we have Vilgax?" Tetrax asked in annoyance.

"Obviously not, but…" Knockout admitted amusingly.

Breakdown armed with his hammer and added, "But it's fun to hammer you down! Never get a chance to smash the Pertosapian! I heard they smashed easily."

Tetrax smirked confidently, "Go ahead and try. I'll show you who break easily."

Breakdown roared angrily as he charged straight at Tetrax. Just before he could hammer down on the Petrosapien, Jazz jumped and gave a swift kick at him, and then Bumblebee rammed at him once. And at the same time, Tetrax fired and unleashed the barrage of shards on him. Breakdown crossed his arms to block and deflect the attacks for the moment. He then has his left shoulder cannon emerged out and fired his missile at them. Tetrax slammed his fist on the ground, summoning the largest shards out to withstand and block the attacks.

Jazz and Bumblebee climbed up over the crystallized walls. They jumped off while firing their Hip-Hop Gunner and Bee-Buster at Knockout and Breakdown. The mad doctor panicked fearfully as he frantically and madly dodged and evaded the attacks. Unfazed by the blasts, Breakdown grabbed and thrown it at them both. They both dropped to the ground hard. Recovered from the attack, Knockout charged and engaged his Electrical Staff at Jazz, who blocked and deflected the attacks with his Energy Nunchucks. Breakdown groaned angrily as he swung and slammed his twin hammers at Bumblebee, who swiftly dodged and evaded the attacks, and also barely punched and kicked for few times. Tetrax and his Plumber Squadron wanted to help but the last thing they want is misfire on their friends.

Jazz and Knockout swung and struck their weapons against each other for couple of times. Despite his speed and skills, the Autobot Lieutenant is unable to take down the mad doctor, who was very fast and slippery to dodge and evade the attacks. Just as they both crossed their blades, Jazz headbutt on Knockout's head before jumped and kicked him off. He then unleashed his Sonic Boom to blow him off on the market stalls. The mad doctor grumbled painfully while trying to get up. He then looked at his paintjob, which is covered by juice spills and goo.

Knockout gasped, "You've just ruined my paintjob! Do you have any idea how much trouble I have to scrub it off?!"

"My bad…" Jazz joked amusingly, "Unlike mine, I'd never get my paintjob scratched, Knockout."

Knockout got vexed angrily, "Why you?! You will pay of that insult! No bots' paintjobs are better than mine!" He then activated and armed with his buzzsaw, "Prepare for surgery!"

Jazz scoffed, "Sorry, doc, I already cancel that appointment!"

Knockout screamed angrily as he charged and swung down his buzzsaw at Jazz, who dodged and evade the attacks swiftly and quickly. He even playfully and teasingly pushed and knocked him, annoying the mad doctor for few times. He growled angrily as he swung and struck his buzzsaw at his enemy's chest, followed by thrusting and stabbing his Electrical Staff on the spot, causing powerful electrical shock. Knockout then kicked Jazz off to the ground.

Knockout smirked, "Payback time. You're scrapped!"

Just before he could do anything, Knockout got blasted and shot by blasts. He turned and found Morty and Bryk led Plumber Troopers to fire their blasters at him. This irritated him a lot. Armed with his electrical staff and buzzsaw, he was about to attack them. Jazz quickly gave a swift kick on his legs, making Knockout fall down on the ground. The mad doctor groaned angrily as he was trying to get up but found the Plumber Troopers armed and aimed their weapons at him. As they fired their blasters, Knockout panicked and quickly get up before start running. Jazz joined in as well.

Breakdown roared angrily as he swung and slammed his hammers at Bumblebee firmly and swiftly dodged and evaded the attacks for few times. Just before he could do anything, the brute charged and rammed the young scout off. He then swung and struck down his hammers on him, but missed due to him dodging and evading the attacks. Breakdown grabbed and held him up but Bumblebee quickly struck a kick on his head, prompting him to throw him off against the wall. Just as Bumblebee recovered from the attacks, Breakdown grabbed and held him by head. He was about crushed his head.

Bumblebee beeped in pain. Breakdown chuckled, "Aw. Did I just hurt you? Too bad that big Bulkhead isn't around to help ya, bug."

"Maybe not. But he has some backups!" Tetrax said determinedly before slammed his fist on the ground, summoning the largest shards to emerge and struck at Breakdown, freeing Bumblebee. He approached to Bumblebee, "Ready to team up?"

Bumblebee nodded firmly and determinedly, "You bet!"

Breakdown groaned while wiping the Energon off from his mouth, "You're gonna be sorry for that, Petrosapien!"

Breakdown activated and fired his shoulder cannon to blast missile at both Bumblebee and Tetrax. The Petrosapien summoned and raised the crystalized walls up for blocking the attack. This allowed the Autobot Scout to ram through and attack the Decepticon Brute. And at the same time, Tetrax fired both blaster and Shards Gatling at him. This irritated and annoyed him to grab and swung Bumblebee on Tetrax, who barely dodge and evade the attacks for couple of times. At the last moment, he then slammed and swung the scout on the Pertrosapien to the ground. Just as he was about to hammer on them, Bumblebee quickly grabbed and held the hammer while Tetrax fired his shards at Breakdown's face, injuring him. The Autobot Scout kicked him off before grabbing and throwing him at Knockout, who was running away from Jazz and the Plumber Troopers.

They're almost close to the edge of platform. Just as Knockout and Breakdown were recovering, they found their enemies are blocking their way by aiming their weapons at them.

"Scrap!" Knockout and Breakdown cursed in shock.

"Make the move," Tetrax mocked.

Breakdown groaned, "I'm gonna break you, Petrosapien! I'm gonna prove that they break easily!"

"Think again!" Tetrax said firmly as he slammed his fist against the floor again, summoning and struck the makeshift crystallized punch at Breakdown's face. This knocked him and his partner off the platform while going down to the abyss. He scoffed, "Who said diamonds break easily? You're taking on me too lightly."

"Nice work, Shard. Still, feel sorry for them," Jazz commented. Everyone looked at him. He continued, "Almost feel sorry. It's kinda funny to scrap his paintjob."

Bumblebee laughed, "Definitely."

"We'd better get going. I have the feeling the Cons are onto them," Tetrax said seriously and firmly, making Jazz and Bumblebee nodded in agreement.

"Sorry, losers!" Frenzy's voice called out, shocking Tetrax's team. He chuckled amusingly, "You all are scrapped!"

Just as Tetrax and his team were about to leave, they then felt the ground was shaking wildly and crazily, making them uneasy and worried. To their shock and surprise, the platform cracked and broke apart. This caused the whole team screamed and panicked in fear as they fell into the deep abyss.

---

Bluestreak's Car Mode was driving through the tunnel while Ben and Kunoichi Nightbird kept their eyes out for any sign of troubles. They also have to deal with the securities that Frenzy has summoned and deal with them. They managed to defeat them all during the voyage.

As the police car was about to exit out of the tunnel's entrance, it passed by the sensor beam. It made a red alert noise and cause the explosion below the car. Bluestreak got thrown off and transformed into his robot mode while Ben and Kunoichi Nightbird got thrown out. Three of them slammed to the ground hard. They groaned and moaned painfully while trying to get up. They looked up and found Lockdown stood before them.

"Lockdown…" Bluestreak snarled a bit.

"Who?" Ben asked in pain.

Bluestreak groaned in pain, "He's the most dangerous and deadliest bounty hunter Quintessa has. He will get the job done, no matter the cost. The worst about him is that once he dealt with his targets, he will steal and upgrade himself with their parts. He will use them against his enemies." He turned and looked at Ben's Omnitrix, "And I know why he's here."

Ben hissed, "Great. I'm his target and he's here for the Omnitrix."

"That is so obviously, dumbass," Kunoichi Nightbird whispered dryly.

Lockdown smirked while armed with his hook, "Indeed, I am. Time to finish my job and get my reward."

"Sorry, pal. I'm not kind of trophy you'd be getting!" Ben exclaimed firmly as he activated his Omnitrix. He transformed into Four Arms. He narrowed his determined and angry eyes, "Hope you're ready for a big rumble, Scarface!"

Lockdown scoffed, "Really? Is that supposed to frighten me?"

Four Arms smirked confidently, "One way to find out!"

"Ben! Don't!" Bluestreak tried to stop Four Arms.

Kunoichi Nightbird sighed in annoyance, "Out of all the humans, I have to work with this idiot."

Four Arms charged straight at Lockdown. He jumped high before slammed his both of right fists at him. The Bounty Hunter's head transformed and activated Armored Head Shotgun to blast him off. He fell and slammed on the floor hard. Four Arms grunted in pain as he tried to get up.

After transforming his shotgun back to normal mode, he approached and prepared to finish Four Arms. Bluestreak jumped and slammed him to the ground. Rolling around, both Autobot Plumber Cadet and Bounty Hunter firmly and determinedly punching on each other's faces for couple of times. Bluestreak managed to pin him down as he was about to finish him off. Lockdown managed to nudge him off. He quickly got up and quickly gave some punches against Bluestreak's face before kicked him off. He then armed and used his hook on the Autobot Plumber Cadet's shoulder. He then pulled him down hard, followed by swinging him at the walls for three times before throwing him off. He then armed and fired his Bounty Buster Gunner at Bluestreak, who has yet to recover and unable to get up.

Just as Lockdown turned his attention to his target, he found Four Arms transformed into Astrodactyl. He flew off and rammed at his face before activated and used his whips-like laser beam to whip and strike down on the bounty hunter, which damaged him a bit. Eventually, he quickly activated and used Chainsaw Cutter to cut down the attacks while firing his blaster at Astrodactyl, who barely dodged and evaded the attacks while firing back his lasers at him. Just as Astrodactyle was about to ram at Lockdown, the latter jumped and slammed him to the ground. Just as he landed, he found Astrodactyl transformed into Armodrillo, who then charged and struck his driller on his right leg, injuring him to fall down. Jumped on top of him, he then swung and struck down his quaking punches on the bounty hunter's chest for couple of times. Pained and agony by attacks, Lockdown screamed angrily as he slapped Armodrillo off him. He then got up and slammed him to the ground thrice.

Armodrillo transformed back to weakened Ben. Lockdown was about to slam his foot down again on him. Kunoichi Nightbird, using her Cybertronian Martial Art skills, jumped and bounced against the walls to hover in front of him. She threw the shurikens at his face, injuring his left eye as well. She landed on his face, where she pressed punching and jabbing against the injury, which agitated and annoyed him a lot. He grabbed and thrown her slammed to the ground. Just before she could slam to the ground, she used her grappling hook to launch and gripped on the pillars, allowing her to land on the ground safely. Lockdown fired his Bounty Buster Gunner at her. Kunoichi Nightbird flipped swiftly and quickly to dodge the attacks while firing both shurikens and blasters at him.

Activated and armed with his Armored Head Shotgun, Lockdown targeted and aimed at Kunoichi Nightbird. At the last moment, Bluestreak, in his police car mode, charged and rammed on his feet, causing him to fall down. And at the same time, Ben transformed into Cannonbolt as he launched himself to bounce, ram and strike on Lockdown's face and body for couple of times. Bluestreak transformed into his robot mode as he punched and kicked Lockdown as well. And at the same time, Kunoichi Nightbird continued firing her blaster at him.

The attacks have frustrated and annoyed the bounty hunter too long. Lockdown screamed angrily as his left arm is activated with large blaster-like with long range. He then aimed to the ground, firing and unleashing powerful EMP energy, which repel and knocked out the conscious of Cannonbolt, Bluestreak and Kunoichi Nightbird to the ground. Cannonbolt transformed back to Ben. Regaining his composure, Lockdown then approached towards the unconscious Ben. The bounty hunter picked the human up in his left hand.

"Finally… The Omnitrix is mine now." Lockdown commented proudly. He then placed his hook near to Ben's face. He chuckled, "This is where Ben 10 died. Pretender Model J579 can finally reach her potential."

---

Passing through the eastern hallway, Rook and Aerialbots have to fight and destroy the security drones and turrets. They have arrived at the large chamber that is filled with pipes, machinery and many rounds of platforms and middle is the advanced lift-like with intersection bridges.

"Great! Which way to go now?" Skydive asked in annoyance.

After carefully looked at passageway, Rook pointed at the lift, "We will use the lift. It will lead us to the command bridge. We might able to find and rescue Warden K'diak and get his help to take down Megatron and his Cons. It's our chance to retake the control of Incarcecon as well."

"You sure?" Air Raid asked skeptically.

"I'm sure," Rook said calmly.

"Really, sure?" Skydive asked in uncertain tone.

"I am," Rook said firmly and dryly. Air Raid and Skydive repeatedly asking the same question with him. He is become annoying and frustrating with the same questions. He shouted angrily, "How many times do I have to tell you both?! I am very sure!"

"As many times. Coz I don't think it's gonna work," Air Raid and Skydive commented, annoying Rook. Slingshot approached to them as he gave a whack on their heads. They yelped in pain, "The hell?!"

"Would you two take this serious?!" Slingshot asked angrily and annoyingly.

Jetfire hummed thoughtfully, "I have to agree with him. Megatron and his forces have taken control of Incarcecon. And therefore, he has the advantage to defeat us. We need to take it back now."

"I see. Then, we'd better get a move on. We can't afford to delay," Silverbolt said firmly. He turned and looked at Rook, "You seem to know the way around. Lead us."

Rook nodded in agreement. Air Raid groaned, "Come on, Silverbolt! You can't be serious!"

"I am, Air Raid!" Silverbolt said sternly, "Even though we're a match for the Combaticons, we still don't know much of Incarcecon. So therefore, the Plumbers are the Intergalactic Enforces and have access to both military and politic, and even prison. So, we need to rely on Rook to help us get through it."

Skydive scoffed, "No offense. But you sure that trusting an amateur like him is a good idea?!"

"Amateur?!" Rook asked in disbelief, feeling offended.

"Yeah. Skydive's right. The last thing we need is dead weight on us when fighting the Cons," Air Raid added, "Best to leave him out of this."

Slingshot gave the glare at Skydive and Air Raid, "Guys, that's enough!"

"Come on. Revonnahgander is not known to be the smartest and modern kind of species, who is willing to adapt to anything. Plus, they're old schools too," Air Raid complained.

Skydive nodded, "Not to mention, he could screw this off. He's liability."

Annoyed and feeling offended, Rook shouted, "Okay. That has gone too far!"

"Knock it off, you two!" Silverbolt scolded Skydive and Air Raid, shocking his subordinates and Rook. He continued firmly, "No one's liability in this team or any team including Rook. If Ben 10, Optimus or any of his teammates trusted him so much to handle this mission; then I shall trust him as well. He is the vital of this mission. He will help us regain the control of Incarcecon!"

"Plus, I will be the assistance to his mission as well," Jetfire said firmly, "We will succeed it!"

"Silverbolt… Jetfire… Thank you so much," Rook said in appreciation. He bowed a bit, "I will not disappoint you!"

"Well, Cadet, lead the way," Slingshot said firmly. He then glared at Air Raid and Skydive, "Just leave the slackers to me. I'm make sure they follow your lead."

Air Raid and Skydive shuddered in fear about Slingshot's punishment. Just as Rook and Aerialbots approached to the elevator, it opened and revealed Brawl armed and aimed his weapons of Heavy Machine Blaster, Missile Launchers and Twin Devastating Cannons.

"Surprise!" Brawl shouted happily.

"Scrap!" Aerialbots and Rook exclaimed in concern

Brawl roared and laughed happily and excitedly as he began firing and blasting his arsenal at Aerialbots and Rook. They screamed and panicked frantically as they dodged and evaded the blasts and missiles.

"Stairs?!" Skydive panicked.

"Stairs!" Rook agreed in concern.

The Aerialbots quickly made their way back to main entrance while evading and dodging Brawl's attacks. But they found themselves blocked by Onslaught and Swindle. They're both armed and aimed their Heavy Machine Buster and Street Buster. Brawl approached while aimed his weapons at them as well.

"Sorry, boys. This section is closed," Swindle remarked amusingly.

"What's next?" Rook asked in concern.

"We fly!" Silverbolt said firmly, "Aerialbots, transform and soar to the sky!"

The Aerialbots quickly transformed into their flying vehicle modes. Rook quickly boarded Silverbolt's ship. They then flew up to the command bridge. And at the same time, Onslaught and his two Combaticons armed and fired their blasters at them. They barely dodged and evaded the blasts. The Aerialbots continued flying and soaring, they weren't aware of Vortex and Blast Off, in their helicopter and space shuttle, descended and launched the missiles. The bombardment has crippled and knocked the Aerialbots to the ground hard.

Aerialbots have transformed back into their robot modes while Rook got thrown out from Silverbolt's. They groaned painfully and weakly from the attack. Combaticons regrouped and faced at the Aerialbots.

"Oops! Did we do that?" Blast Off asked arrogantly.

Vortex chuckled sadistically, "Looks like we did. Always enjoyed blowing up the Aerialbots. We pretty done a good job."

Brawl scoffed while crossed his arms, "As if! I've done a better job with blowing them up! That's my department!"

"Hey Onslaught, ready to finish them?" Swindle asked firmly. He turned and looked at Rook's armor and weapon. He hummed, "I would like to have the armor and weapons. So, I can replicate and mass produce for our units."

Still annoyed with Swindle's business, Onslaught smirked beneath his mask as he spoke, "Be my guess, Combaticons. Let's tear them apart!"

"So much for escaping…" Air Raid commented dryly and annoyingly.

Slingshot grunted a bit, "Guess fighting is our option."

Silverbolt nodded firmly as he's armed with Fireflight Buster, "Yeah. Aerialbots, engage them! Rook, get to the command bridge!"

"What about you?!" Rook asked in concern.

"We'll hold the Combaticons and buy you more time to get control of Incarcecon!" Jetfire said firmly and determinedly, "Take care of Frenzy before he caused more problems!"

Skydive gave his cocky smile, "Don't try to let us down, farmer boy! Show us that you're no amateur."

Rook was surprised by Aerialbots' trust and faith in him. He nodded firmly and determinedly. Just as the Combaticons, the Aerialbots retaliated and hold off their enemies, allowing Rook to escape and enter the lift. It then led him straight to the Incarcecon's command bridge.

The Aerialbots are engaging and battling with the Combaticons. Silverbolt and Onslaught were firing their Firelight Buster and Heavy Machine Buster at each other. Both Air Raid and Vortex were fighting in sword-fighting. Jetfire and Blast-Off transformed into their flying vehicle modes for flying around and battling against each other. Slingshot and Brawl were punching each other fiercely and determinedly. Skydive pursued and tackled Swindle, who panicked and evaded the attacks frantically and fearfully.

As both the commanders continued firing their blasters at the opposition, Onslaught and Silverbolt then charged and rammed against each other hard. They both began punching and kicking at each other for couple of rounds, though they received some blows from the attacks. As they were battling with each other, the Combaticon Commander armed and fired his Missile Launcher at the Aerialbot Commander, who got shocked and alerted by the attack. He quickly and swiftly flew up to the sky for dodging and evading the missiles. And at the same time, he fired both blasters and missiles at his enemy. Onslaught dodged and evaded the attacks while firing both blaster and missiles at Silverbolt, who used his Flight Long Sword to deflect the blast while firing his blaster back at his enemy.

Air Raid and Vortex swung and clashed their blades against each other for the moment. They then departed before fiercely swung their swords against each other for couple of times while balancing themselves on the western side of intersection bridge. Vortex fired his Static Shockwave Buster on the ground, causing Air Raid to lose his balance and fall down on the ground. He then unleashed his powerful Shockwave Ability to blow him off straight against the wall. The sociopathic Combaticon fired his blaster at the cocky Aerialbot, who barely dodged and moved to left before firing his Razor Raid to blast his powerful shot gun and knock him to the ground hard. Air Raid jumped and slammed his sword on Vortex, who quickly blocked and held off the attacks. The latter kicked him off before jumped and got up as he attacked and engaged the former fiercely and determinedly.

In their flying vehicle mode, Blast Off was chasing and firing his Shotgun Buster at Jetfire, who swiftly and quickly dodge the attacks and the surroundings. As the Aerialbot Scientist did his best of flying fast and dodging the attacks swiftly, Combaticon Aerial Supporter activated his Speed Blast as he charged and rammed through him hard. Jetfire grunted as he struggled to get himself recovered and steady properly. He then found Blast Off was turning his shuttle form around to fly and ram straight at him. The scientist grunted in pain, feeling his gut being rammed hard, managed to recover and held on the Combaticon's shuttle form while activated his jet booster. This allowed him to swing and throw him at the walls hard. Just as Jetfire armed with his Beam Blaster, Blast Off blasted off and rammed at him. Both of them transformed into flying jet mode before engaging the battle.

Brawl and Slingshot were glaring at each other firmly and seriously while steadily armed with their heavy artillery. Either side have not made the move until Brawl fired Heavy Machine Buster, prompted Slingshot to roll over to his right while dodging and evading the attacks. After rolling away from the attacks, the Aerialbot Sergeant got up and fired his Boomer Bang Blaster at the Combaticon Brawler, who got thrown against the wall hard. He grunted a bit before transformed into his tank that fired his cannon at the Autobot, who dodged and evaded the attacks while firing back at him. The tank fired his missiles that hit and damaged him to the ground, but not before he fired Gatling Attack that damaged and wounded him a lot. This forced Brawl to transform and attack Slingshot, who retaliated and fought back.

Swindle panicked and screamed fearfully as he frantically running away from Skydive, who tried to attack him but keep missing his chance for couple of times. Just as the Aerialbot cornered the Combaticon, the former thrust his punch at the latter, who dodged down and fired his Street Buster on him. He continued firing his blaster at him for couple of times. Skydive is badly injured to stand up. As Swindle approached him, he is armed with his buster to finish Skydive off. Unexpectedly, Skydive smirked secretly as he kicked at Swindle's guts. He immediately got up at once as he firmly and determinedly launched his rapid punches against the con artist before kicked him off.

Aerialbots and Combaticons continued battling with each other fiercely and determinedly for couple of rounds until the latter drove the former to the lift. They armed and aimed their blasters at them. They aimed back at their enemies.

"Looks like we're on the standoff," Skydive commented.

Air Raid nodded, "Yeah. Who's gonna walk away from this now?"

"Obviously, it's us," Vortex commented, "You fell right into our trap."

"Indeed, they do," Onslaught agreed as he placed the com-link, "Frenzy, take out the lift and this area as well!"

As commanded, the explosion occurred and sounded out loud, shocking the whole prison space station. Just before the Aerialbots could do anything, the debris from both top platforms and lift were falling and slamming them to the deep abyss. They all screamed and panicked frantically until their screams have been silenced. The Combaticons laughed sinisterly and evilly that they have won the fight.

---

Inside the Incarcecon's command bridge, Frenzy has seen everything and used the security system against the Autobots and Plumbers. He laughed excitedly and happily as he enjoyed torturing and attacking them a lot.

"Frenzy, report," Megatron's voice demanded.

Frenzy smirked as he made reports, "Going well, boss! I assisted our guys against them. I took care of Tetrax's Team and also save those dumbass duo's tailpipes. Combaticons took care of the Aerialbots. No sign of Ben since I wasn't able to track down on Nightbird's. And of course, Prime and others are heading to the Maximum Prison Cell, where they kept the worst prisoners and troublemakers in."

"Excellent. Continue update me," Megatron's voice ordered firmly, "Do not lose the control of this command."

Frenzy smirked, "You got it."

Just as Frenzy continued working on his mission, he felt a gun pointed on the back of his head. It revealed to be Rook armed with his Proto-Tool Blaster Mode.

"Step away from the control. Now!" Rook demanded angrily.

Frenzy scoffed, "As if, loser farmer!"

Frenzy jumped and kicked the chair back at Rook, who got pushed and knocked to the ground. Armed with both Swift Blaster and Sniping Blaster, the Decepticon Minicon yelled out wildly and madly as he fired his at the Revonahgander, who quickly held and used the chair as shield to block and deflect the blasts. He then kicked it at him off. He continued firing at Rook, who just activated and used Energy Shield to block and deflect the beams while firing his Proto-Tool Blaster at him back.

As both of them continued firing and blasting their guns at each other, Frenzy quickly activated and fired Harpoon Missile at Rook, who barely dodged and evaded the attacks. The Decepticon Minicon jumped and attacked the Revonahgander, who activated and used Proto-Tool's Sword Mode to fight back while blocking the attacks with his Energy Shield. Both of them fought against each other determinedly for couple of rounds. Just as they have the clash for the moment, Frenzy smirked sinisterly as he fired his Sniping Blaster on Rook's left thigh before injured on right shoulder before punched on chest thrice and then head hard to the ground.

Frenzy armed with his Sniping Blaster, "Sayonara, Farm Boy."

Rook loaded and armed with his Proto-Tool's Pod Launcher, "Sayonara, indeed."

Just before he could react, Rook fired his Proto-Tool's Pod Launcher that blasted and sent Frenzy into the entrance. The Revonahgander sighed in relief as he has survived the fight against the enemy. He grunted in pain as he approached to the control panel, accessing the Incarcecon's security system.

Rook grunted in pain, "Silverbolt… Aerialbots… I won't let your sacrifice go wasted. Gotta find and help others now." He then heard some beeping noise. He then looked around of his surroundings. He found many detonators were placed everywhere. They made beeping noise. He hissed, "Bralla Da!"

Just before Rook could react, the detonators reached its countdown and ignited the explosion, engulfing and destroying the whole command bridge including Revonnahgander.

---

After travelling while battling security drones and turrets across the hallway, Optimus Prime's truck mode has arrived at the rendezvous point – the largest chamber that filled with many prison cells named Maximum Prison Cell. Armorstrike and Revonnahgander Bludgeon emerged out from it. They then bring Vilgax down, allowing the Prime to transform into his robot mode.

"We have reached our rendezvous point," Optimus Prime answered calmly while looking around of his surroundings, "I do not see others."

"Where could Ben be?" Armorstrike asked in concern.

"What's the matter, child? Feared for his safety?" Vilgax asked curiously with a chuckle, "How amusing."

Armorstrike turned and glared at Vilgax, "What's that supposed to be mean?!"

"Almost two years, you have never display of your concerns and fear for his safety until now. That's the amusing. So, answer me this. Why now? Why not before? Is your battle with Decepticons trule made you fears? Or is it something terrifies you such as Ben Tennyson's death?" Vilgax asked sadistically and darkly, shocking Armorstrike. He chuckled, "How entertaining. No wonder you want to stick with him so much. You are so weak and pathetic for not saving his life."

"Shut up!" Armorstrike screamed in anger as she tried to punch Vilgax but held back by Revonnahgander Bludgeon. She grunted, "Let me at him! Let me at him!"

"Stand down, Armorstrike! As warriors, we do not strike the prisoners, no matter what taunts they have for us." Revonnahgander Bludgeon said sternly, "Do not let your emotion cloud your judgement. I am certain that Commander Tennyson will survive. He always did."

Armorstrike was still angry and upset yet reluctant after listening to Revonnahgander Bludgeon. Optimus Prime approached to her as he kneeled down before her. He spoke gently and calmly, "Julie, do not lose faith in him. He's not alone. He has Bluestreak and cadet with him. I am certain that others will find and regroup with him. Nothing will happen to him. He will be fine. He will be here. Have faith."

After hearing to Optimus Prime carefully, Armorstrike breathed calmly before nodded, "Yes, sir."

Vilgax looked up and found the northern corridor is opening. He found three figures standing there, "You'd better hope that your friends get here soon. We're expecting some company…"

Optimus Prime, Armrostrike and Revonnahgander Bludgeon looked up and found three figures revealed themselves to be Megatron, Ravage and Ratbat. On both east and west corridor's entrance, they opened and revealed Knockout, Breakdown, Frenzy and Combaticons. The Decepticons are armed and aimed their weapons at them. The heroic team armed and aimed their blasters at the enemies.

"Damn it," Armorstrike cursed in concern.

"We have you now, Vilgax and Optimus Prime," Megatron commented proudly and amusingly. He smirked, "And of course, we have taken care of your forces, making sure they will not provide the assistance."

"No…" Armorstrike said in disbelief and feared, "Ben…"

"However, Ben 10 and his squadron are the only group we have not located and dealt with," Megatron answered calmly, surprising Armorstrike and her team. He continued, "I wondered who has dealt with them."

"That would be my partner, Megatron," Overlord's voice answered calmly, shocking bot Armorstrike's Team and the Decepticons. They turned to the southern corridor's entrance, where they found him emerging out. He armed with his chainsaw while smiling darkly, "Lockdown did say that he wants the Omnitrix as part of his upgrade. So, he's taking care of that team."

"Overlord…" Megatron growled in annoyance.

Armorstrike grunted in disbelief while having facepalmed, "Lockdown, I shouldn't have known! Damn it. This is my fault."

"There is no time for self-blaming, Julie. I don't believe Ben will fall easily," Optimus Prime said firmly as he armed himself with blades, "We must survive this first before we could rescue others."

Vilgax cleared his throat, "Do not forget about me, fools. I am defenseless."

"Yeah, you're right," Armorstrike said in agreement. She then deactivated Vilgax's cuffs, surprising her team. She continued, "We need all the help we can get to survive this. There's no other way."

"I agreed with your choice, Julie." Optimus Prime answered in understanding tone. He turned and glared at Vilgax, "Do not force me to deal a blow on you."

"Wouldn't think of it, Prime," Vilgax answered calmly

Overlord chuckled amusingly, "This is going to be the most interesting game now. I wonder how you all gonna survive this?"

"Indeed. I was wondering the same thing," Megatron agreed dryly while unsheathed and armed himself with right gauntlet's sword, "But I am certain that I intend to finish this game for good! Decepticons, Attack!"

The Decepticons raised their battle cry as they were about to charge and attack both Armrostrike's Team and Overlord.

Suddenly, everyone heard loud honking noise as they looked behind of Overlord's back, where they found four familiar vehicles rammed and knocked both Overlord and the Decepticons out while Megatron jumped and dodged the attack. They then returned to Armorstrike's Team. They opened their doors, letting Tetrax, Kunoichi Nightbird and other Plumber Troopers out. Four cars then transformed into robot modes. All of them are armed with their weapons.

"Mind if we cut in?" TransMechanoid asked cockily.

"So, you live?" Vilgax asked amusingly and calmly.

"Ben!" Armrostrike called out in relief, "You're okay! I thought Lockdown-!"

"Yeah. He almost dissects me if not Tetrax and his guys," TransMechanoid said in relief, "The moment they arrived, Lockdown quickly get away from us."

Tetrax smirked, "Well, it was thanks to Jazz for using Sonic Boom Buster at the debris."

"Yeah. Comes in handy at the critical moment," Jazz commented in relief. He turned and glared at the Decepticons, "Hey! That was cheap shot of you to do that! That is not cool, ya know!"

The Decepticons turned and glared at Frenzy, who groaned and grumbled, "Boohoo, why don't ya?!

Knockout scoffed as he armed with both buzzsaw and electrical staff, "Well, it's good thing that he's alive because I still want to make him pay!"

"Me too!" Breakdown agreed.

"Bring it on! We can take you all!" TransMechanoid said confidently, "Give your best shot!"

Jazz panicked in concern, "Wow! Don't do that!"

"Hey boys, did you hear that?" Vortex asked in annoyance, "He thinks he can take all of us down?!"

Brawl scoffed, "Yeah, right! I would like to see him try."

"No way, he can take us out easily," Blast Off commented amusingly.

Swindle hummed curiously, "Well, technically, we are dealing with the guy using the Omnitrix. Best not to mess with him."

"Cut the chatter! Megatron wants the problem to be dealt with. Then, we do it!" Onslaught exclaimed firmly and seriously. He turned and looked at Megatron, who nodded firmly. He smirked, "Combaticons! Combine into Bruticus!"

As commanded, the Combaticons transformed into their vehicle modes at once. They then began merging and combining their parts together into one colossal being – Bruticus. TransMechanoid and his own team were in deep shock and disbelief while Autobots remained firm and serious to face him.

"Bruticus, online!" Bruticus declared firmly.

"Y-You've gotta be kidding me!" Tetrax exclaimed in disbelief.

"They can do that?! They can combine into one big super robot?!" TransMechanoid asked in disbelief. He turned and glared at Bluestreak, "Why didn't you tell us about this?!"

Bluestreak gulped nervously, "My bad. I sort of forgot to inform you about it."

"Well, it doesn't matter now. I've face tougher guys than this! The bigger they are-!" TransMechanoid was interrupted due to Bruticus has unleashed his Sonic Pain Wave in blowing he, his team and even Overlord off against the wall. They all groaned in pain. He groaned, "The harder they hit."

Bruticus chuckled while cracked his fists, "Bruticus gonna enjoy this one! Get ready for the pain!"

Just before he could do anything, another colossal warrior slammed on Bruticus to the ground before jumped and stand besides with the Autobtos. It revealed itself to be Superion – the Aerialbot Combiner. This surprised both the Plumbers and Autobots.

"Superion Ignite!" Superion declared firmly.

"Just in time!" Rook exclaimed in relief while standing on the Combiner's hand. He has damaged armor, and also has some cuts and bruises on him. Superion lowered his hand down, allowing him to climb down. He smiled, "I believe the term of this is 'Sorry being late for party'?"

"Rook!" Team Ben exclaimed in surprise.

"Dude, you okay!" TransMechanoid exclaimed in relief, "How did-?!"

"Superion rescued me before the detonators could ignite and kill me." Rook explained while looking at Superion, "Superion is Aerialbots' Combiner Form. Thank you, friend."

Superion gave thumbs up, "My pleasure."

"Looks like we gain the upper hand now," TransMechanoid said in relief.

"They could have done it a bit earlier…" Vilgax complained in annoyance, "That would have saved some troubles from the start."

"Shut up, Vilgax!" Team Ben shouted at Vilgax's face.

Megatron snarled, "That changes nothing. Decepticons, attack!"

"Everyone, engage the enemy!" Optimus Prime ordered firmly.

Both Plumbers and Autobots charged and engaged the Decepticons. Optimus Prime engaged a duel with Megatron, who has to fight with Overlord. Jazz and Bumblebee were battling with Knockout and Breakdown. Superion and Bruticus battled with each other. Tetrax was facing off three Decepticon Minicons while Plumber Troopers were looking after Rook, who was being treated by Morty. TransMechanoid and Armorstrike kept their eyes on Vilgax, who is now assisting them on battle. To their surprise, they found someone jumped out from the air vent.

"Great, Lockdown…" TransMechanoid grumbled.

"You're not getting away from me easily, kid," Lockdown commented dryly.

Armorstrike grunted as she activated and armed with her twin blasters, "You're not taking him out! I won't let him died."

"Agreed," Vilgax said firmly, "No one but me is allowed to destroy Tennyson and take his Omnitrix!"

"Wow. Thanks for thinking about me," TransMechanoid commented amusingly.

Lockdown scoffed as he armed himself with his hook and chainsaw, "Enough talk. Let's end this!"

TransMechanoid engaged Lockdown while Armorstrike and Vilgax worked together to attack him.

Knockout screamed angrily as he swung and struck down his buzzsaw at Jazz, who was calmly avoiding and dodging them while pushing and slapping him. This annoyed and irritated the mad doctor to use and activate his electrical staff to electrocute the lieutenant, swinging his buzzsaw at his chest three times and then kicked him to the ground. He approached to him as he thrust and electrocuted his electrical staff on him by neck, shocking him a lot. And at the same time, he was using his buzzsaw to damage the paintjob. Though felt pain, Jazz managed to use his Hip Hop Buster to shoot at Knockout by leg before on the chest. He then jumped and gave a swipe kick on his face. This infuriated the mad doctor to get up attack the lieutenant, who dodge and blocked the attacks, with his nunchucks.

Bumblebee did his best to dodge and evade the attacks from Breakdown's swinging and slamming hammers for couple of times. Just as the Decepticon Brute slammed his hammers on the Autobot Scout, the latter dodged and slide through his bottom before getting up and kicked on his back hard. This angered and annoyed him to turn and rammed him against the wall, then he swung and struck his hammers on his face and body for couple of times. Just before Breakdown could slam his hammers on head, Bumblebee managed to grab them before give the headbutt, and then kicked him off. He then engaged the brute rapid punches for couple of rounds.

As Jazz and Bumblebee continued engaging Knockout and Breakdown, the latter duo dodged the attacks before swung and struck their weapons at the former ones, pushing and knocking at their own partners. The Autobots slowly got up and face the Decepticons Duo, who charged and prepared to finish them off. Bumblebee and Jazz dodged down and rolled to the left, allowing Breakdown and Knockout attacked each other. The Autobots jumped and kicked them straight against the wall, knocking them unconsciousness. Jazz and Bumblebee gave each other high five.

Tetrax, Revonnahgander Bludgeon, Kunoichi Nightbird and the Plumber Troopers were firing at three Decepticon Minicons, who swiftly and quickly dodged and evade the attacks. They easily defeated and knocked out the troopers before engaging three Plumbers. Frenzy fired his Swift Blaster at Tetrax, who used his shards to block and deflect the beams while trying to swing them at him but missed due to him was very fast to dodge the attacks. They have been fighting for ten rounds until the Petrosapien struck down in x-cross slash at the Minicon's chest but not before he fired his Harpoon Missile to blast him off. Tetrax fell to the ground hard. Frenzy approached to him as he began punching and kicking him for few times.

Revonnahgander Bludgeon used his samurai sword to fight his own ally – Ravage while Kunoichi Nightbird was dodging and evading Ratbat's sonic wave attacks. Though Decepticon Pretenders were expert in Cybertronian Martial Arts, they have to pretend that they struggled to face off two Minicon Animals. Ravage jumped and pinned Revonnahgander Bludgeon to the ground as he tried to take a bite on him, but missed his attacks. Ratbat unleashed her sonic wave attack on Kunoichi Nightbird, who pretended to struggle against the sonic wave attacks before got rammed and knocked her to the ground. As both of them recovered from the attack, two animalistic Minicons charged and about to attack them. At the right moment, they concentrated and channeled their powers within before jumped and gave swipe kick at them straight at Frenzy. Three of got thrown straight at Knockout and Breakdown.

Both Revonnahgander Bludgeon and Kunoichi Nightbird approached to Tetrax. They helped him to stand up.

"Thanks. Much appreciated," Tetrax thanked his two newly allies, "You guys must be new here especially the Revonnahgander. What's your name?"

"My name is Guan, Warrior Class from Skullcrusher Tribe," Revonnahgander Bludgeon introduced himself.

Kunoichi Nightbird bowed humbly, "I am Ayame, sir."

Tetrax bowed in appreciation, "It's an honor to fight besides with you."

Superion and Bruticus firmly and determinedly swung and slammed punches at each other for couple of times. They even tried to use their blasters at each other but they dodged and pushed the attacks aside. Just as the Aerialbot Combiner tried to slam a punch at his enemy, Combaticon Combiner dodged down before giving him a couple of punches on the guts before struck an uppercut on his chin. He then grabbed and slammed him to the ground before stomping on him for three to five times. Luckily, Superion quickly halted the attack before pushed him out. He then jumped up to stand and fight against Bruticus, who used his Rotor Blades for blocking and fighting back.

After couple of rounds for punching and kicking at each other, both Superion and Bruticus then wrestled against each other. While wrestling and pushing each other, the Combaticon Combiner quickly stomped on Aerialbot Combiner's feet before punched on his gut, chest and then face for few times. He then gave the latter a headbutt, followed by the uppercut punch. Superion dropped to the ground hard. Just before Bruticus could do anything, he got blasted by missile attacks and blasts. He turned and found Rook, Tetrax and their Plumber Troopers were firing their blasters and missiles at him. Bruticus is armed with his Flamethrower Buster as he prepared to burn down his enemies. Superion fired his Air Superiority Buster and Fireflight Buster at the Combiner, who was forced to block the attacks. At the right moment, Aerialbot Combiner charged and rammed Bruticus straight against the prison cells hard before falling to the ground hard. He broke into five Combaticons to fall down on the ground. Superion turned and looked at the Plumbers as he gave them the thumbs up. They returned the gesture to him as well.

TransMechanoid and Lockdown were punching and kicking each other for couple of rounds. Both Vilgax and Armorstrike readied themselves to attack the bounty hunter, who doesn't seem to let up the fight and continued ferociously attacking the Ben's Cybertronian Form, who struggled to hold off the attacks and tried to fight back. At the last moment, the bounty hunter used his hook on TransMechanoid's shoulder pad, dragging him down before swinging him straight at the wall. Just as he approached to his enemy, he got blasted from his back. As he turned around, he found Vilgax jumped and slammed him by face to the ground. The squid-like warlord unleashed his furious punches on the face before swipe and knock him aside. He turned and found Armorstrike was firing her twin blasters at him. He grunted as he tried to slam his hand on her but keep missing due to her rolling and dodging him for few times until at the last moment, he caught her to the ground. He lowered his head before her.

"Did you honestly believe that you can save him?" Lockdown asked dryly, "You should know better that nothing will stop me from getting the Omnitrix, no matter what. He doesn't deserve to use it."

"Think again!" Four Arms's voice shouted. Lockdown turned back as he got his face punched by him before dragged and slammed him to the ground. He groaned as he punched on him for couple of times, "No one hurts my girl, moron!"

At the last moment, Lockdown slapped Four Arms against the wall. He then transformed his head into Armored Head Shotgun to fire at him. To everyone's surprise, Vilgax quickly came and blocked the attacks, with his own body. The squid-like warlord grunted in pain before falling to the ground hard.

"No way…" Four Arms said in disbelief, "Y-You saved me? Why?"

Vilgax grunted, "I told you before. No one kills you but me. The Omnitrix is mine alone."

"Shouldn't have known. And you keep saying that I didn't have the chance to kill you. Stay down and leave this to me," Four Arms scoffed calmly. He hit his Omnitrix as he transformed into Humungousaur. He then twisted his Omnitrix, entering his Ultimate Mode. He armed himself with cannons, "I'll take care of him."

Lockdown scoffed, "Go ahead and try."

Ultimate Humungousaur unleashed the barrage of missiles at Lockdown, who firmly and swiftly dodged and evaded the attacks, and sometimes, he used his hook to knock them aside until one of them hit on his chest. Just as he recovered from surprise attack, he found the Vaxasaurian charged and rammed him straight against the wall, where he launched punches and even swung his mace-like tail at him for few times. Lockdown punched him by face, prompted him to transform into Ultimate Jetray. He flew around while firing the laser beams at the bounty hunter, who got hit and struggled to shoot him down. As Ultimate Jetray flew from his back, Lockdown turned and slammed him to the ground. He then stomped on him. Just as he lifted his foot up, he found the corpse missing. To his shock and surprise, he found his whole body was freezing within. Suspecting Big Chill within, Lockdown pushed some buttons on his gauntlet, activated the electrical surge, forcing Ultimate Big Chill out. He grunted and groaned in pain as he struggled to get up.

Just before Lockdown could finish Ultimate Big Chill, he got his left eye snipped by Armorstrike's using sniper. This gave Ultimate Big Chill to transform into TransMechanoid. He then unleashed his Storm Clash on the bounty hunter for couple of times. He then unleashed his Cyclone Burst to blow him off to the northern corridor's entrance. He then fell to the ground. The Cybertronian panted heavily before dropped to his knees. He then transformed back to his human form. Armorstrike approached and checked on him.

"Ben, are you alright?" Armorstrike asked.

"Yeah, I'm okay. I've been at worst. No worries," Ben commented calmly. He then found Armorstrike hugged him tightly while crying tearfully. He asked, "J-Julie? You okay? I didn't do anything stupid, did I?"

"No! Stupid! I was the one, who is stupid!" Armorstrike said in guilty tone with tears. She cried, "I was so scared that you might get killed because of the Omnitrix and me. I should have become stronger to keep you safe, not risking yours to save mine! I'm so sorry, Ben."

Ben shushed gently while hugging her back, "It's okay, Julie. It's okay. I told you before that we watch each other back. And we're not alone. We've got friends to watch over our backs too. You don't have to be scared to ask for help."

Armorstrike sighed while wiping tears off, "Yeah." She then found Optimus Prime struggled to fight off Megatron and Overlord. She hissed, "We have to help him."

Ben nodded firmly, "Yeah. It's Hero Time!"

Optimus Prime bravely fought and battled against Megatron and Overlord, who also fighting each other as well. Overlord swung and struck his punch at Megatron, who dodged down before giving the uppercut punch on his chin, then he grabbed and slammed him on Optimus Prime. The Prime dodged and moved to left side before rammed against him. But the Decepticon Lord firmly endured and withstand against the attack. He slammed his punch against the gut, followed by headbutt on his head, then punched on face thrice and finally kicked him off. The powerful Cybertronian Warrior unleashed the barrage of laser beams and missiles at Megatron, who firmly and swiftly dodged before one of missile hit his chest. The Decepticon Lord grunted in pain before dropped on the ground. Overlord approached to him as he unleashed the barrage of punches on him before kicked and slammed him to the ground hard.

Overlord then readied with his Energon Chainsaw Blade, prepared to finish Megatron off. He got his back shot. He turned back and found Optimus Prime was firing his Ion Blaster at him. He then transformed into truck mode to charge and ram him to the ground, spinning his tires on his face and body. The Decepticon Brute managed to hold it before punched him off. The truck transformed back into his robot mode. Both Optimus Prime and Overlord punched and kicked at each other ferociously and determinedly for couple of rounds.

Megatron managed to get up. He loaded up and armed with his Fusion Cannon, aiming and firing at Optimus Prime and Overlord. He got rammed from his back. He looked up and found the car transformed into TransMechanoid, who is armed with his Twintwist Blades. The Decepticon Lord smiled amusingly as he armed with his Gladiatorial Sword. Both of them engaged a fierce duel with each other by swinging and clashing their swords at each other for couple of rounds. Despite his improvement with his Cybertronian Power, TransMechanoid was still unable to keep up and take down the Decepticon Lord, who calmly and swiftly block and deflect the attacks while lightly punch on him before kicked him off by guts.

"Damn it. I still can't beat this guy…" TransMechanoid grunted in pain.

"You may have improved your Cybertronian Ability, Tennyson. You're still no match against me! Do not forget that I was the Gladiator and Champion from the Kaon!" Megatron declared firmly. He then armed himself with his Fusion Cannon, "This is where the story of Ben 10 ends."

TransMechanoid smirked, "Not quite. Now!"

Just before Megatron could fire, Armorstrike flew towards him as she fired her Twin Blaster at his eyes, blinding him. This allowed TransMechanoid to grab and throw him straight at Overlord from fighting with Optimus Prime. He then activated and unleashed his Cyclone Burst to blow them off straight at the northern corridor's entrance, where Lockdown is trying to get up. Three of them got slammed against the door. They dropped to the ground. They panted while trying to get up.

"It won't be enough to defeat me!" Megatron exclaimed angrily while armed with his Fusion Cannon.

"Wrong!" Armorstrike disagreed as Ship got separated from her master. Julie threw him at Optimus Prime's Ion Cannon, which upgraded into more advance and stronger blaster. She shouted, "Now!"

Optimus Prime nodded, "Consider it done!"

Optimus Prime and TransMechanoid unleashed the barrage of laser blasts on Megatron, Overlord and Lockdown. The barrage has weakened and damaged them, though the Decepticon Lord refused to fall down. He fired and blasted his Fusion Cannon at both of them. And at the same time, he swung and struck his sword, giving the cuts on Lockdown's and Overlord's chests and even destroyed their weapons.

"I will not be defeated easily, fools!" Megatron exclaimed firmly.

"That is enough!" Optimus Prime shouted as he swung and slammed his holding punches at Megatron's face, knocking him straight against the wall. He armed with his Ion Blaster. He demanded firmly yet calmly, "Megatron, stand down! You have lost! End this war now."

"No. Not yet. Not until one of us will fall. I will not be the one," Megatron said firmly, "Frenzy, now!"

Frenzy held the detonator handler out as he pushed the red button. The loud explosion sounded and occurred across the Incarcescon inside and out. Its floor and platforms were shaking and quaking wildly and madly, followed by more metallic parts and debris were falling apart. This shocked and surprised the Autobots and Plumbers as well.

"Y-You set the Incarcecon to explode?!" Rook asked in disbelief, "Have you gone mad?!"

"Who do you think you're talking to, fool?" Megatron asked amusingly. He chuckled, "You may think you have won the fight against us, but you also have lost as well. Till we meet again. Swindle!"

"Got it!" Swindle shouted as he took out his Groundbridge Remote Control.

With the push of his button, Swindle has summoned the Groundbridge Portal. The Decepticons quickly make their escape before it closed down. Lockdown quickly pushed some buttons on his left gauntlet, teleporting him and Overlord to escape and return to their ship.

"This is not good. We've gotta book out of here!" Jazz exclaimed in concern.

"Not without Vilgax," TransMechanoid said firmly. He turned and looked back at the position. He was shocked and disbelief to find his archnemesis's body is missing. He shouted, "What the?! Where did he go?!" He groaned angrily, "VILGAX!"

"Forget about Vilgax, Ben! We've gotta get out of here now!" Tetrax exclaimed in concern.

Optimus Prime nodded, "Superion, get us out of here! Return to Docking Bay 25!"

Superion nodded, "Understood!"

Superion lowered himself down while holding his hands out for both Autobots and Plumbers to climb aboard. Activated his jet booster, the Aerialbot Combiner flew off while ramming through the walls as he headed straight to Docking Bay 25, where the Plumber Space Cruiser was parked.

Everyone including the Autobots transformed into their vehicle modes quickly boarded on the cruiser. With them inside, the Plumber Space Cruiser lifted off from the ground before turned around and blasted off from the docking bay. The cruiser distanced itself from the Incarcecon as the space prison station exploded into pieces. The Plumber Space Cruiser activated its Hyperspace Drive, heading back to Earth now.

---

Though they have failed the mission, Autobots and Plumbers have managed to escape the Incarcecon. The Plumber Space Cruiser made their way back to the Earth now. The Autobots and Team Ben were gathered at the hangar bay for discussion about the mission.

"Though we have failed to secure the prisoner and even protect the Incarcecon, the most important thing is that we're all survived and returning home now," Optimus Prime's Truck Mode spoke calmly and firmly.

"I supposed so. But still, I wonder what happen to Vilgax? He couldn't have move and made the escape, with his body badly injured," Ben asked in concern.

Tetrax hummed in concern, "Yeah. Somebody must have helped him to escape. The question is who?"

Bluestreak groaned, "Scrap. If only I could have gotten the black box…"

"Sir, permission to speak," Kunoichi Nightbird spoke. Everyone turned and looked at her. Tetrax nodded firmly. Using her left gauntlet to reveal the holographic security monitor screen, she continued, "Just before we could engage the battle, I have my computer to hack the security camera and loaded all the information it has."

As Kunoichi Nightbird played the security monitor screen, everyone looked at the screen carefully. They found that Autobots and Plumbers were busy battling the enemies while Vilgax was lying down on the ground. To their shock and disbelief, Psyphon appeared before his unconscious master. Pushing some buttons on his gauntlet, he teleported himself and his master out.

"Psyphon!" Rook exclaimed in disbelief.

Julie hissed in concern, "That's impossible! He's supposed to be in Plumber Headquarter's Prison Cells! How did he get here?"

"Good question? Max might know something about this." Tetrax said seriously.

As Tetrax made contact with Grandpa Max through the holographic contact to find out on how did Psyphon escape the prison cell and get to the Incarcecon and save his master, Magister Tennyson revealed everything to them. Everyone was in shock and disbelief about the latest situation.

"You're kidding me, Grandpa!" Ben exclaimed in disbelief, "Someone busted Psyphon and his crew out?!"

Grandpa Max sighed, "Unfortunately, it is, Ben. And it's not just Psyphon. All the prisoners are to be released."

"On whose authority?!" Ben demanded angrily.

"By me, of course," The cocky yet calm voice spoke. The monitor screen revealed a fat Galvan worn black suit with tie stood on the anti-gravity platform-like. Behind him is an older African-American Man with black short haircut worn black suit. He continued, "The name's Chadzmuth – Intergalactic Attorney in Law. My client has contacted me to free all the prisoners at once."

"Who's your client? I would like to meet him!" Ben demanded.

"That is the classified information, kid." Chadzmuth answered calmly, "But all you need to know is that Mr. Goliath is representing for his client."

"Really? Hey, Mr. Goliath, has anyone told you that your client is crazy?!" Ben asked in annoyance.

Mr. Goliath smirked, "Nope. But all you need to know one thing, Tennyson. Better keep your eye on your girlfriend. You might never know when will the humanity especially you turn against her. After all, she is a robot, not human."

Mr. Goliath's statement shocked and surprised everyone including Julie within the hangar bay. How could he have known about Julie is a robot?

"But don't worry, Mr. Tennyson. If that ever happen, I'll make sure you and her protected from them." Mr. Goliath said charmingly and calmly. He gave a sinister smirk, "I got Friends on the Other Side."

Ben slammed his fist on the control panel, "Is that a threat?!"

Mr. Goliath smirked, "On contrary, Mr. Tennyson, it's for your protection. My client has a great interest in Pretender Class J579's welfare." His statement has silenced everyone as they were shocked and horrified that he also knew her Pretender Model's Numbers. He smiled calmly, "Think about the offer."

Chadzmuth shrugged, "Don't know what was that about. But, if I were you, I tried not to reject his offer. You may never know when that happen. See ya."

Both Chadzmuth and Mr. Goliath headed off to the lift as they're leaving the Plumber Headquarter. Everyone sighed in shock and disbelief about the latest situation.

"This can't be happening…" Julie said in concern.

"I won't let that happen! Not while I'm still standing and fighting. I don't care if the whole universe against me!" Ben snapped angrily and annoyingly, "Whoever this client is, he's gonna be sorry for messing with the wrong guy's girlfriend!"

"Ben, cool your jet!" Grandpa Max said firmly, "Don't pick a fight with someone we don't know about or else it will get you into trouble. It's best that we learn more about this client first."

"Still, how did Mr. Goliath know about Julie's condition and species?" Rook asked in concern.

Optimus Prime hummed in concern, "I do not know. But I fear he may be in league with Megatron."

Everyone gasped in shock and concern. Jazz hissed, "Crazy! What on Cybertron would he do that?! Why would he go all the trouble with this?"

"I do not know," Optimus Prime said in concern, "But I believe there's more to Vilgax's test than meets the eyes. As I've said before, both he and Megatron are truly similar to each other. Whatever their intentions are now, it's best that we are prepared for the worst especially with this offer that Megatron has."

Ben clenched his fists tightly while holding Julie close to him, "Whatever it is, we're ready for it. I won't let him get her."

Julie was shocked and surprised yet worried to see him being serious and protective again. Though she appreciated him being caring of her, she doesn't want to see him get hurt and killed. She has to become stronger as he is, so that she can protect him and defeat Quintessa and the Decepticons, no matter the cost.

---

Deep in the space, Vilgax's Personal Ship – Chimerian Hammer was heading straight back to Vilgaxia. Psyphon and the remaining of his gangster have successfully rescued Vilgax, thanks to 'Mr. Goliath' for freeing them from the prison cells.

Inside the Command Bridge, Psyphon and his Medical Droids have treated Vilgax's chest wounds. The squid-like warlord was sitting down on his throne chair while looking at the computer screen as his Engineer Drones were working on computers. Psyphon approached to his master as he bowed and made report.

"Lord Vilgax, we're almost home. And away from the Decepticons and the Plumbers for good." Psyphon reported firmly, "Shall I inform the General to prepare the army for invasion on Earth?"

"That won't necessary, Psyphon," Vilgax answered calmly, surprising Psyphon. He explained, "Since Megatron returned to his forces, this means that he's taking active of leading his army to take over the Earth and deal with his enemies. It would be best not to interfere his war now."

"But my lord, what about the Omnitrix and Tennysons? Surely you wouldn't want your former mentor to have them?"

"Unlikely. Megatron has no interest of dealing with them or the Omnitrix. He considered it be primitive technology. However, should he succeeded of destroying my enemies, he will be delivering the Omnitrix to me or destroy it. Either way, Megatron have the Earth while I conquer the other galaxy. Making up for the losses I have suffered."

"I see…" Psyphon said calmly. He then showed and passed the small Cybertronian Device to Vilgax. He continued, "Mr. Goliath or should I said Megatron's Scout – Barricade told me to give you this. I am not certain why would he do that after he has informed about your mentor's plan to assassinate you."

As Vilgax activated the device, it revealed the holographic form of Megatron, surprising him and Psyphon.

"Lord Megatron…" Vilgax said in surprise, "I'm surprise you contacted me after what has happen."

Megatron chuckled, "As I've said before, Vilgax, it was a test. Despite you have failed to kill your archnemesis and complete your main objective, you actually have succeeded escaping me due to your loyal advisor and minions. I offered them to work under me after I freed them from the prison. Instead, they chose to serve and rescue you from us. Very faithful of them."

Vilgax hummed suspiciously, "What do you want, Megatron? Do you wish to hunt me down?"

"No. That would waste the supplies and resources when I'm still at war against my enemies. However, I would welcome you to ally with me for the fight against our common enemy."

"Tempting, but I'm afraid I have to decline it."

"Why is that? I thought you want revenge against Ben Tennyson and reclaimed the Omnitrix."

"That is true." Vilgax admitted firmly, "However, I remember one teaching you have taught. Do not just focus on one objective, but to deal and achieve others. As such, I must not only rebuild my army, but also expand and conquer the galaxy under my banner, as well as gain more knowledge for my fighting skill and strategy against my enemy. When that time comes, I will return to finish Tennyson Family and their meddlesome friends as revenge."

Surprised yet proud of his student's planning, Megatron chuckled proudly, "Well done, Vilgax! Truly well done! I am proud of you. Proceed with your mission now."

Vilgax nodded, "Yes, I will, master."

"No. I am no longer your master, Vilgax. You are master of your own," Megatron corrected Vilgax. He smirked, "Show them that the powerful and legendary destroyer – Vilgax still live and will return to destroy them all. Show them what you're made of, Lord Vilgax."

Vilgax smirked beneath his mask, "Yes, Lord Megatron."

With that, holographic communication device self-destructed, Vilgax turned and looked at his command bridge's window screen.

"Set course to Vilgaxia! Inform the Generals that I want my army to be trained and ready for my newly conquest," Vilgax commanded firmly, "Can you do it, Chancellor Psyphon?"

Psyphon was shocked and surprised by Vilgax's prompting him to be his Chancellor now. He bowed humbly, "As you command, Great Vilgax!" He turned and looked at the Drones, "You heard your master. Return to Vilgaxia now! Get me in contact with the generals. I want everything to be prepared!"

"Yes, sir!" Vilgax's Drones reported.

Chimerian Hammer continued setting its course to Vilgaxia. Psyphon continued instructing his minions and discussing with the generals for the plan. Vilgax smirked proudly beneath his mask as he cannot wait to restart his conquest and remind the world that he is not done.

---

After 'failing to kill Vilgax', the Combaticon Dropship made their way back to the Earth now. Megatron revealed his true plan to the Decepticons but Onslaught as they were all deeply shocked and surprised. Though they question his methods and motives, they know better not to anger him and continued with the order, no matter what.

"Everything has gone exactly as I've planned," Megatron commented while sitting down on his chair.

Onslaught nodded, "Indeed, you have. Phase I – Infiltrating the Plumber Headquarter is complete. Phase II – Bludgeon and Nightbird are gaining the Plumbers' trust is in progress. Sooner or later, they will put them both in Team Ben. And then, we can initiate and complete Phase III, IV and V."

"Indeed. Well done, Onslaught. Your strategic planning is perfect outstanding as always." Megatron complimented.

Onslaught bowed humbly, "I lived to serve, Lord Megatron."

Megatron turned to his monitor screen of Barricade. He spoke, "Continue the preparation for Phase IV and V, Barricade. I want to be readied."

"It will be done, Lord Megatron," Barricade reported firmly as his facial began transforming into Mr. Goliath with a deep smirk, "I'll make sure of it…"

---

Failed to complete their objectives, Lockdown and Overlord returned to their mistress and reported to her. Though angry and annoyed with their failures, Quintessa remained calm and firm as always.

"Do not be threatened, you two. You will get your chance soon," Quintessa said calmly, "Continue watching over J579 now. Protect her from being harmed. Clearly, Megatron is determined to recruit her to join his cause. I will not allow it."

"We will not let that happen, mistress," Lockdown said firmly.

Overlord scoffed, "Just point me at Megatron, and I'll take care of him."

"You will have your revenge soon, Overlord," Quintessa said calmly as she turned and looked at her monitor screen, "Bring Rojo and her gang here. It is time for her to gain some new upgrades."

END…

Review and Suggest…

Main Casts:

Johnny Yong Bosh: Ben Tennyson

Kelly Hu: Julie Yamamoto/Armorstrike, Ship

Bumper Robinson: Rook Blonko

Dave Fennoy: Tetrax Shard

David Wald: Vilgax

Peter Cullen: Optimus Prime

Frank Welker: Megatron, Ravage

Mark Ryan: Lockdown

Keith Ferguson: Overlord

Ariff S. Kinchen: Jazz

James Arnold Taylor: Bluestreak

Daran Norris: Knockout

Adam Baldwin: Breakdown

Secondary Casts:

Patrick Seitz: Silverbolt

Liam O'Brien: Air Raid

Troy Baker: Jetfire

Phil LaMarr: Slingshot

Andrew Francis: Skydive

David Oyelowo: Onslaught

Ben Diskin: Vortex

Steve Blum: Starscream, Blast-Off

Nolan North: Brawl, Bruticus

Keith Silverstein: Swindle, Frenzy

Devyn Dalton: Ratbat

Felicia Day: Nightbird/Ayame

Greg Abbey: Bludgeon/Guan

Scott McNeil: Superion

Minor Casts:

Jess Hernell: Ironhide

Keith David: Barricade/Mr. Goliath

Gamma Chan: Quintessa

Paul Eiding: Grandpa Max Tennyson

Ernie Hudson: Agent Fowler

Josh Duhamel: Colonel Lennox

Andy Pessoa: Rafael Esquivel

Dee Bradley Baker: Psyphon, Jetray/Ultimate Jetray, Big Chill/Ultimate Big Chill, Astrodactyl

John DiMaggio: Armodrillo, Warden K'diak

Richard McGonagle: Four Arms

Fred Tatesciore: Cannonbolt, Humungousaur/Ultimate Humungousaur

Brent Miller: TransMechanoid

Rob Paulsen: Chadzmuth