Author's Notes:

I was aware of Derrick J. Wyatt & Henry Orenstein has passed away. Despite how much I don't like Ben 10 Omniverse and Transformers Animated due to their overly-used comedic stories, annoying characters and retcons to former; I however respected and liked some episodes, ideas and characters especially Teen Titans (2003 TV Series I was fan of) he involved with. As a matter of fact, this episode will be tribute to him especially this episode will be based on Ben 10 Omniverse Season 2 Episode 19 – Store 23.

Answer to the Guest's Question, not quite a lot. Just read some comic book that interest me the most like Megatron Origin, All Hail Megatron, Windblade's Arc Story, Optimus Prime and Megatron's chat from Chaos Theory, Megatron and his newly Rodimus's team worked together to confront Decepticon Justice Division.

Enjoy the reading. This episode happens at the same time as previous episode.


Episode 11: Don't Forget Me

Another peaceful but busy day at the Undertown. While the alien residents were doing their usual business, a sudden explosion ignited from the abandoned warehouse, followed by more of market stalls and buildings exploded. This alerted and scared all of them to scream and panicked while running away from the explosion and falling buildings.

Far away from the alien underground city; a familiar psychopathic figure, standing on top of the mountain cliff's edge, unleashing the barrage of Mega Grenade Missiles and Giga Death Busters on the city. He even gave a mad cackling laughter.

"Ah yes… An exercise to relieve my frustration and stress," Overlord remarked amusingly with sigh. He groaned in annoyance, "Honestly. Quintessa has promised me to get the rematch with Megatron and still he is not here. I have grown impatient with this. When am I going to see more action?!"

BOOM! Overlord yelped in pain as he felt his back got blasted and shot. He grunted and grumbled angrily while slowly turned his attention to the back, where he found Ironhide, Sunstreaker and Autobot Heavy Hitters armed and aimed their cannons at him.

Overlord chuckled amusingly, "About time that you show yourself. What took you so long?"

"Sorry. Got stuck in traffic jam," Ironhide mocked amusingly while loaded up his Heavy Iron and Heavy Shotgun. He continued, "Very unlikely of you to take out on the small town. I thought you want Megatron for rematch."

"I did. That Megatron keep refusing to come to me! And Quintessa keeps delaying me!" Overlord snarled angrily. He sighed calmly, "So, I need to vent out my anger at something."

"Yeah. We can see that." Ironhide said firmly yet sternly. He and his team aimed their heavy artilleries at Overlord. He continued, "But there is no way we would let you continue with this, punk!"

"Really? Who's gonna make me now?" Overlord asked in mockery tone.

BANG! Overlord yelped in pain, feeling his left eye got shot and blasted. And at the same time, both Giga Death Buster, Missile Grenade Launchers and Twin Dark Cannons got shot and caused minor explosion on his chest. His heavy artillery has rendered useless for him to use. He grunted in pain before dropped his knee to the ground.

Ironhide turned and looked at another mountain cliff, where Chromia is armed with her sniper to aim and target at Overlord. He gave the thumbs up to her. She smiled and returned the thumbs up to him as well.

Turning his attention on Overlord, Ironhide and his heavy artillery units approached and prepared to apprehend him. He asked firmly, "Give it up, Overlord. Your artillery got shot down!"

Angered and annoyed about his damaged artillery, Overlord smirked, "I don't think so. I don't need my BFG to do my thing!"

Overlord turned and jumped off the cliff. Ironhide and his artillery team moved out towards the cliff's edge, where they quickly fired their artillery weapons at him. But their firing line keep missing. And to their shock of discovery, they found him sliding down the mountain straight at the Undertown.

Overlord called out, "Come and get me if you can!"

"Damn it! He's heading straight to town!" Sunstreaker exclaimed in concern.

Ironhide groaned as he quickly used commlink, "Jazz! Tennyson! Overlord's heading to the town!"


At the entrance of Undertown, Grandpa Max is leading the group of 10 Plumber Tanks and 10 Plumber Beetle Tanks including Guan's riding on one of them, preparing to fire at the incoming enemy. Using the binocular, Grandpa Max spotted Overlord's sliding and climbing down the mountain.

"We see him! We'll take care of him!" Grandpa Max said firmly to his commlink. He ordered, "All Artillery, open fire! Don't let that Quintesson Warrior breakthrough our line!"

As commanded, both the army of Plumber Tanks and Plumber Beetle Tanks unleashed the barrage of heavy cannons, turrets and missiles at Overlord. While still sliding down the mountains, the psychopathic warrior used his Chainsaw Blade to block and deflect the blasts while evading and dodging the missiles. Upon reaching to the end, he charged and rammed through the tank line's while swinging and slashing his Chainsaw Blades to cut down some tanks, which some Plumber Troopers barely escaped.

After defeating and destroying the tank units, Overlord turned and headed inside the Undertown at once. He's now going after the alien residents.

Grandpa Max grunted in pain while trying to get up. He then contacted his grandson, "Ben! Overlord is going after the civilians! Stop him at once!"


"Don't worry, Grandpa. We've got this," Ben said firmly. He turned and looked at Rook. He smirked to ask, "Ready, buddy?"

Loaded and armed with his Proto-Tool in Pod Launcher Mode, Rook smiled firmly yet proudly, "I am. We have to hold the enemy line as long as we can. We have to buy more time for Cooper and his Redeemer Squadron to evacuate the civilians. Jazz, Arcee and Bulkhead are in position for our signal."

Ben smirked cockily, "Good. Let's give Overlord some hell."

Now standing at the emptied market street, Ben and Rook are ready to face their enemy. Just as they expected, Overlord has rammed through the burning building. Ben quickly activated his Omnitrix, transforming and evolving into Ultimate Humungousaur. Rook aimed his Proto-Tool's Pod Launcher at him.

Noticed two enemies standing before him, Overlord scoffed, "Oh, it's you two again. How annoying…"

"What? Are you expecting Megatron?" Ultimate Humungousaur mocked amusingly, annoying Overlord. Readied with his Cannons, he taunted, "Sorry, pal. We don't have his phone number."

Rook nodded firmly, "Agreed. We do not contact the evil warlord such as him for your entertainment. It is time for you to give up and yield to us. The fight is over."

Overlord chuckled amusingly, "Funny. I was going to say the same thing! Take this!"

Overlord roared out loud as he slammed his Chainsaw Blade at both Ultimate Humungousaur and Rook, who quickly dodged and rolled towards at their own side. He tried to swing and slam his weapon at them. They barely dodge and evade the attacks quickly and swiftly. They both turned and fired their cannons and pod launcher at his wounded chest. He grunted a bit, feeling the pain on his chest. Just as he recovered, he found Ultimate Humungousaur charged and rammed through his leg, making him to trip and fell on the ground. And at the same time, Rook quickly fired his Proto-Tool Customized Bow with Harpoon Hooks to fire the laser arrows around him. With the push of a button on the blaster, he activated harpoon hooks to form the laser beam net-like to trap him down. Seeing him down, Ultimate Humungousaur fired his Missiles again to shoot down on Overlord. After the impact, it was engulfed in black smoke.

Ultimate Humungousaur and Rook remained vigilant with their Cannons and Proto-Tool Pod Launcher Mode aiming at the smoke. It slowly dispersed and revealed Overlord unconsciously lying down on the ground.

"Oh yeah! We got him!" Ultimate Humungousaur cheered proudly, "How'd you like that now, Over-Jerk Lord?!"

Suddenly, Overlord grunted angrily as he tried to get up and break through the laser beam net-like, which gave him some electrical shock. Despite the pain, he barely yet managed to stand up before using his Chainsaw Blade to cut the net in two. He angrily turned and glared at Ultimate Humungousaur and Rook, who both were nervous and scared to see him.

Rook sighed in annoyance, "Honestly, Ben. Do you have to insult anyone when they're down?"

Ultimate Humungousaur growled a bit, "Shut up, Rook."

Overlord growled angrily, "You know. I was going easy on you with no hard feeling." Now armed with two Chainsaw Blades, he smirked amusingly, "But now it's personal. I'm happy to obliged. Now die!"

Overlord roared angrily as he swung his Chainsaw Blades at Ultimate Humungosaur and Rook, who barely dodged down from the attack. He even tried to stomp on them. They quickly dodged and moved back at once. Hitting his Omnitrix, he transformed into the form of Ampfibian, who floated and phased straight through the giant warrior, where he gave the electrical shock on him. And at the same time, Rook quickly loaded and fired his Proto-Tool's Pod Launcher on his chest twice before using the Grappler on his helmet's sharped earlike, pulling and taking him straight at his face. Activating his Proto-Armor's Power Gauntlet Punches, he punched on his enemy face thrice while Ampfibian continued shocking him from inside the body.

Annoyed and irritated, Overlord quickly grabbed and held a grip on Rook, squeezing him to scream in pain. This alerted Ampfibian to emerge out and flew straight at him. He was about to give another electrical shock. Unbeknownst to him, Overlord quickly grabbed and carried out the water on his palm before thrown straight at him, giving Amperi painful shock and paralyzed. At the same time, he slammed Rook on him to the ground hard. Both of them groaned and moaned in pain while Ampfibian transformed back into his human form.

"I told you. It's personal," Overlord mocked darkly. He locked his Chainsaw Blades at Ben and Rook, who were still badly injured. He smirked, "Looks like Lockdown's gonna miss getting the Omnitrix. He really wants it badly. Any last words?"

Ben groaned in pain, "Yeah. Kick Your Ass Goodbye."

Just before Overlord could do anything, he got rammed and thrown by Bulkhead, rolling straight to another part of town. Both Wrecker and Decepticon Rogue yelled out loud as they both swung and parried their weapons against each other for couple of rounds. Just as they clashed their weapons for the moment, Bulkhead tried to slam his left mace at Overlord, who knocked it aside before grabbed and held him by head, squeezing and trying to crush him. Luckily, Arcee, jumping off from the small house's rooftop, landed on top of him. She quickly slammed and struck her fists against his head, prompting him to yell in pain. He tried to grab and catch her but she was quick and swift to evade it while punching and knocking on his head, trying to free her friend. He almost tried to grab her. She quickly activated and fired her twin blasters on his head, causing him to yell in pain while releasing Wrecker to the ground.

Just before two Autobots could do anything, Overlord managed to grab Arcee before slammed her on Bulkhead to the ground. He then kicked them both off. He was about to finish them off until Jazz jumped in front of them as he unleashed Sonic Boom to blow him off. Ben, recovered and activated his Omnitrix, transforming into Echo Echo. He joined with Jazz to unleash the Wall of Sound to blow him. Overlord yelled in pain, hearing the sound attack, endured and tried to attack them both. Luckily, their friends managed to recover as they quickly got up and fired the barrage of blasters on him. And at the same time, both Grandpa Max's and Ironhide's team have arrived and joined the fight as well.

Surrounded and also overwhelmed by numbers and firepower, Overlord groaned in pain and frustration as he was forced to use his Chainsaw Blades to block the attacks while trying to swing and struck his blade at them. They all barely dodged and evaded the attacks. And at the same time, the Autobots charged and attacked him such as Chromia sniped and shot on his limbs, Ironhide and Bulkhead punched on him by chest and face, Arcee used her speed and agility to jump and quick attack on him, and both Jazz and Sunstreaker unleashed both Sonic Boom Buster and Apollo Barrage on him. He was critically injured and bruised from the attacks. Echo Echo hit his Omnitrix Symbol, transforming him into Cannonbolt. He formed up into his rolling mode to charge and ram straight at him before transformed into Humungousaur in his enlarged form. He slammed and stomped his feet on the Decepticon Rogue's chest, injuring and wounding him.

Overlord groaned and moaned in pain as he lost the fight. Ironhide and Bulkhead grabbed and held him up for Sunstreaker to place the handcuffs on his hands. They have captured him.

Humungousaur panted heavily before transformed back into Ben. He sighed, "I-I can't believe it. W-We actually did it! We actually got him!"

Grandpa Max nodded firmly, "Yes, Ben. We got him."

Everyone cheered happily and wildly that they have succeeded and caught Overlord. Chromia met up with her friends as she gave Arcee high-five before hugging Ironhide warmly. Bulkhead hugged both Jazz and Sunstreaker happily and warmly. Ben and Rook gave each other a fist bump before Grandpa Max gave him a pat on his head.

Though annoyed and angry that he was defeated by bunch of nobodies, Overlord smirked slyly as he looked at Ben's relationship with them. He then gave a loud laughter, getting their attentions.

"What's so funny?" Bulkhead asked in annoyance.

Overlord chuckled amusingly before calmed down, "Sorry. So sorry. I just can't help but find it so amusing."

"What would that be, oversize Scraplet?" Arcee asked dryly yet firmly.

"To actually think that Ben 10 would need friends and partners to help him save the day," Overlord explained before laughed out loud in disbelief, "I thought he was supposed to be a hero."

Ben was annoyed by insult. Grandpa Max spoke up, "He is and still a hero. There's nothing wrong to have friends and family standing beside him."

Rook nodded firmly, "I may not have superpowers and amazing skills like his previous teammates have, but I am proud to be his partner and a friend."

"Are you sure?" Overlord asked in mockery tone. Everyone looked at him suspiciously. He continued with a smirk, "From what I've heard is that anyone who became his partner will surely meet his tragic end."

"What's that supposed to be mean?!" Ben asked angrily, feeling offended.

"Careful, Ben. Don't let him goad you," Grandpa Max said firmly to Ben, "He obviously wants you to do something stupid."

Overlord smirked, "Yes, Tennyson. Listen to your old man, who did nothing but teach you a lesson and make sure that you are him like a baby." He laughed out loud, "Honestly. Do you truly need him? After all, you're 17 years old and supposed to be the 'Greatest Hero'. So, you don't need a mentor or friends to tell you what you need to do and what must be done. They are holding you back!"

"Hey, Overlord! Shut up!" Ironhide exclaimed as he kicked at Overlord's side.

Ben glared at Overlord, "You can insult me of asking help from my friends and family if you want. I don't mind some help. They're the reason why I'm here."

"Is that so? And how do you repay them? Death like your previous partner?" Overlord mocked amusingly, shocking Ben. He chuckled while counting down, "Let me list down. First, you turned Kevin into monster and tried to kill him. Second, you betrayed and almost want to kill your cousin when she tried to protect him. Third, your grandfather almost died because of you. Fourth, you almost let down your Petrosapien friend for not saving the guardian. Fifth, you almost beat up your partner to death! Sixth, if not of you involved her, J579 would have a perfect normal life. And…"

Hearing Overlord listing down the events that almost killed his teammates and allies has made Ben boiled up. He clenched his tightened fists while almost want to reach his Omnitrix. Rook held on his shoulder, making him to turn and looked at him. His partner shook his head firmly, telling him not to do it.

Seeing Ben almost gonna fall for his goad, Overlord smirked, "And best of all, I heard the tale about your gladiator friend. They told me that you let him killed by rogue Red Mechamorph. Some hero you are. You're nothing but a coward and weak little boy."

Ben snarled angrily, "That's it!"

"Ben, don't!" Grandpa Max protested in concern.

Ben activated and slammed his Omnitrix, transforming him into Feedback. His antenna launched and connected to the electrical box, absorbing and draining the electrical energy within him. Feeling powerful enough, he then aimed his plug-like blasters at Overlord.

Feedback then charged up his power, preparing to fire. The Autobots and Plumbers yelped in concern of what he was aiming at. Grandpa Max and Rook tried to stop him and reason with him but he brushed them aside. He then fired and unleashed his full powerful electrical beam straight at Overlord. Both Autobots and Plumber Troopers barely dodged and moved aside while the Decepticon Rogue got hit and blasted straight at Pakmar's Abandoned Building.

Feedback panted heavily yet angrily. He approached towards the injured Overlord, who coughed heavily while trying to get up.

"Still think I'm a coward and weak?!" Feedback asked angrily.

"No…" Overlord admitted with the feign of fear. He chuckled out loud, "But far more predictable and stupid than I realized!"

"What?!" Feedback asked in shock and disbelief.

Before Feedback could do anything, something shot and blasted on the ground, exploded and blown him straight back to his friends. Everyone groaned in pain while slowly getting up. They looked up and found Lockdown standing on top of tall building as he jumped off and landed on the ground, beside Overlord.

"What are we gonna do with you," Lockdown muttered angrily as he helped and carried Overlord on his back, "Honestly. You sure caused a lot of troubles."

Overlord scoffed, "Well, sorry, Lockdown. It's not my fault if I didn't get my rematch with Megatron."

Lockdown groaned in annoyance while rolled his eyes, "Idiot…"

Pushing buttons from his left gauntlet, the Groundbridge Portal appeared before Lockdown and Overlord. They both approached and entered it before it closed and dispersed.

With the enemies escaped, both Autobots and Plumbers turned and glared at Feedback. He looked annoyed and irritated that he has the feeling that he's gonna get scolded. He transformed back into his human form.

"Nice going, hero!" Ironhide scolded Ben, "You let him escaped! We had him!"

Jazz nodded, "Can't believe you fall for his goad."

"Sorry," Ben apologized, "I don't like how Overlord insulted especially what happened five years ago…"

"I don't get it," Bulkhead asked softly.

"Does this have something to with his partner?" Arcee asked calmly, has the feeling this might related to her case.

Rook sighed, "It's a long story. And it is not something that Ben likes to talk about either."

Grandpa Max sighed while patted his grandson's shoulder, "Ben, what happened with Technorg is not your fault. But you shouldn't let Overlord goad and mess with you, otherwise you would lose not only the fight, but also learning more what his mistress was planning and the chance to stop her for good! You need to learn to keep your emotion checked and control your anger especially in this battle! Coz if you don't, you're not gonna lose the fight but also some people including Julie!"

"I know that, Grandpa!" Ben snapped firmly and angrily at Grandpa Max while knocking his hand off, "I'm not gonna lose the fight or let someone died before me again. Never again."

"With that kind of attitude, I have my own doubts and concerns."

"Stop treating me like a kid. I'm not 10 years old anymore."

"I'm not. I'm trying to help you, so that you don't make the same mistakes before."

"Like what? How to not fall for bad guys' insults and traps? Or not let my partner like Technorg die because of me?!"

"That's not what I meant that, Ben."

"Then what is it, Grandpa Max?! What are you trying to tell me now?"

"Ben, you're wearing the most powerful device in this universe, you have the responsibility to not only stop the bad guys and save the day but also doing the right thing." Grandpa Max said firmly, "Ben, if I weren't around, then you would do something very bad and selfish to get what you want, instead of what heroes have to do. Or worse, doing something you're gonna regret for the rest of your life."

"If you think I'm not good enough, then you might as well take back the Omnitrix when I was ten years old!" Ben said angrily before turned and walked away, "Don't even know why you told Xylene and Azmuth that I deserve Omnitrix in the first place."

Grandpa Max demanded, "Ben! Where are you going?!"

"Where does it look like? Getting some fresh air!" Ben answered angrily yet rudely. He turned and looked at Rook, "You coming?"

Rook looked worry and uneasy as he answered, "Uh yes… If Magister Tennyson-?!"

Ben snapped, "You don't need his permission. You're my partner. Let's go already."

Rook sighed in concern, "If you say so, Ben…" He turned and bowed in apologetic stance, "Forgive me, Magister Tennyson."

Rook turned and headed off to follow his partner at once. Both of them boarded on the Proto-Truk before it rolled out at once.

"Wow. He got some issues," Ironhide remarked.

Grandpa Max sighed in frustration, "What am I gonna do with him?"

"Do you wish me to bring him back by force?" Guan asked firmly and seriously, "I'm happy to oblige, Magister Tennyson."

"No, Guan. He's not a kid anymore. He just needs some time to get over the problem," Grandpa Max said firmly and calmly. He turned and looked at Arcee and Bulkhead, "But you two and your partners wouldn't mind accompany him, would you?"

"Sure. If he's okay with it," Bulkhead said warmly.

"And what do you mean 'our partners'?" Arcee asked suspiciously yet concern.

Grandpa Max sighed in annoyance while glaring at the fish stall, "You two, come out now. I know you're in there."

Everyone looked at the fish stall, where both Jack and Miko slowly lifted their heads up. The Japanese Teenage Girl gulped and waved in fear while the local boy sighed and facepalmed.

"I don't believe it," Ironhide grumbled in annoyance, "Again with this?"

Arcee sighed, "You could say this is our usual routine."

"How did you know?" Bulkhead asked in surprise.

"They're not the first kids I have to deal with. Both my sons and grandchildren always like to sneak around and spied on what I was doing," Grandpa Max said firmly and seriously with a sigh. He crossed his arms while looking at Jack and Miko, "Think you two can handle it?"

"Sir, yes, sir! We've got this!" Miko exclaimed happily while looking at her cellphone, "Can't wait to find out what adventure Ben 10 and Rook going for next."

Jack hummed in concern, "I wouldn't mind. But what about mom?"

"I won't tell her about this," Grandpa Max said calmly, "As long as no one tell her about me on the field again. The last thing I want is her nagging me about look after my health."

"We'll do," Bulkhead said calmly.

Arcee sighed, "Babysitting another kid. Great…"

Bulkhead and Arcee transformed into their vehicle modes for Miko and Jack to board on. They both drove off and went after Ben and Rook. Grandpa Max and his allies discussed and how to fix and clean Overlord's mess. Guan has secretly boarded in his Plumber Tank before driving off to go after Ben and Rook.


After leaving Grandpa Max and the rest of his allies behind, both Ben and Rook, driving the Proto-Truk, arrived at the Bellwood City Street. The traffic light is now in red, making the truck stopped its advance. Both of them have been silent since they have left the group. While Ben was still annoyed and angry about how his own grandfather treated him, Rook was concern for his partner as he has no idea if he should talk with him.

Noticing his partner's looks, Ben sighed, "Is this about my argument with Grandpa Max?"

"Yes, it is," Rook admitted in concern. He continued, "Ben, your grandfather was merely concern for you. He doesn't mean to insult you of how you handle the situation."

"Sure sounds like one if you asked me."

"Ben, Technorg's death is not your fault. There was nothing you could have done when your Omnitrix is in recharge mode."

"I could have done something. I could have taken out Malware, even drained his power or something to beat him."

"You can't. He was too powerful and strong for you to handle. Don't even think that using Feedback would be better choice. You know why it was dangerous to use him."

"Yeah. But still…"

Rook spoke firmly, "Ben. Technorg risked and sacrificed his life to reason with Malware, hoping that he sees the error of his way."

"And he didn't."

"I supposed so. I'm curious though. Why did you spare and cure him in the first place? I thought you would take revenge on him."

"I really wanted but…" Ben sighed calmly before looking at the sky. The traffic lights turned into green, prompting the Proto-Truk turned to left. He continued, "I remember what Technorg told me about not letting anger consume me. I thought he was talking about me blaming Feedback and Malware for his death. But I think he was talking about me blaming myself for his death. I decide to do his way. You know…"

"I do. You honor him. You proved him that Malware can be reasoned and changed for good. You cured him."

"Yeah, I did. But still. Why do I feel guilty about it?"

Rook hummed thoughtfully, "I believe it was your subconscious or post-traumatic stress disorder. You still feel guilty for his death. You worried about this might happen to others."

"Maybe. Guess Overlord wasn't wrong…" Ben admitted in concern. He sighed, "I could get my teammates especially Julie killed."

"No. Overlord is still wrong." Rook said firmly. Ben looked at him. He gave thumbs up, "Despite the odds and dire situation we have faced, you would never let anyone behind and die. We're a team after all."

Ben was surprised of how much trust Rook has placed in him. He smiled proudly, "Thanks, partner. I owe you big time."

"What are partners for, Ben," Rook said calmly.

Noticed something on Proto-Truk's left mirror, Ben sighed, "Rook, better stop the truck."

Complied and stopped his Proto-Truk near to the Nacho Restaurant, Rook turned and looked at Ben, "Ben, what is it?"

"Hold on the moment," Ben said firmly as he dialed on the phone. He then placed it on his ear, "I know you and your buddies are behind. So, drop the stealth act and get here."

While waiting for the moment, Ben and Rook found Jack riding Arcee's Motorcycle and Miko was inside of Bulkhead's car have arrived at the scene.

"Dude. How the heck did you know?" Miko asked in surprise.

Ben gave the annoying glare at Miko as he remarked, "Oh please, Miko. You're not the only one, who has to spy on me."

Jack sighed, "Ben, about your grandfather-!"

Ben interrupted firmly, "Save it. I get what my grandpa was trying to tell me. But I'm not really in good mood now."

"Okay. If you say so," Jack remarked while shrugged, "So, what do you want to do now?"

"Mr. Smoothy," Ben answered calmly. Jack and Miko groaned in disgust. He sighed, "Don't tell me that you two hate it."

Jack groaned, "That stuff taste the worst. Heck, selling those drinks almost make KO Burgers out of business."

Miko nodded in agreement, "Yeah. It gives me a bad taste."

"How bad the drinks can be?" Bulkhead asked in confusion, "Can't be worse than Seaspray's awful Energon Drink. Yuck. How can Jackie and Roadbuster liked them?"

"Hate to interrupt your happy drinks. We got another issue now," Arcee commented firmly. Blinked up the headlights, the motorcycle was lighting on two familiar Galvans, who were riding on hovering scooter. She continued, "Recognizing those two Galvans?"

Looking at the window screen, Ben asked, "Bluckic and Driba? What are they doing out here?"

Rook hummed thoughtfully and suspiciously, "I have my own suspicious of what they're looking for. We should follow them now."

Three vehicles started their engines and went after Bluckic and Driba, who were heading down the Pugsley and Klein Street. They were looking at the GPS Radar, which has 23 greenish dots across the Bellwood Town.

Bluckic groaned, "Driba, how far are we gonna get there?"

"Just 2 miles ahead, Bluckic. We're almost there," Driba said firmly and determinedly, "Finally, we have found and located Mr. Smoothy No. 23! This time, we're gonna be there for sure!"

"I don't get it. Why does it keep disappearing and appearing on different places?"

"Good question. But we will figure it out. After all, we're Galvans – the smartest alien beings in the galaxy. There's nothing we can't solve!"

"Well, except the part about why Ratchet and some scientists kick us out. Any idea?"

"I don't want to talk about that. Those guys are jerks! How dare they insult us!"

"Agreed! They don't have to be mean with us."

"Enough with that. Let's keep searching for Mr. Smoothy!"

"Right!" Bluckic said happily before sighed, "Hopefully, we can get there in time!"

"We will if you accelerate the scooter, Bluckic!" Driba snapped impatiently. He grunted as he tried to reach the hoovering scooter's handler, "Let me do it!"

Bluckic yelped while struggling to hold on scooter's handler, "Driba, no! Dang it! Stop!"

Bluckic and Driba shouted and screamed at each other while fighting over the control of hoovering scooter, which it's now riding out of control and knocked trash cans, boxes, crates and so on. They both got slammed against the large wall hard. Coming out from the wall, they then fell on the ground hard. They groaned and moaned in pain. They're now dizzy with spinning stars.

"Way to go, you dumb-dumb," Bluckic grumbled with a grunt.

Driba groaned in pain, "Don't blame me for this. If you had just accelerated our scooter and follow my instruction, then none of this would happen."

Bluckic scoffed while rubbing his head, "Your instruction is very bad especially how you read the manual!"

"Excuse me! Says the guy, who can't even write the papers!" Driba snapped in annoyance.

Bluckic groaned, "That does it! You really push the wrong button again!"

Driba slapped Bluckic's face before the latter hit back. Both of them started nerdy slapping on each other angrily and madly. Shadow looming over them, they both quickly stopped while looking up. They were both shocked and surprised.

"Yeesh. They're way dumber than Mudflap and Skids," Bulkhead's voice commented in surprise.

Arcee's voice scoffed, "It makes them smarter than these two."

"HEY!" Driba and Bluckic snapped angrily and annoyingly.

"What are you doing here again?" Ben asked calmly.

Showing his GPS Radar, Driba spoke, "What does it look like? We're looking for Mr. Smoothy!"

Everyone was dumbfounded and disbelieved as they replied, "Seriously?"

"Well, yeah! What's the problem with that?" Bluckic asked in annoyance.

Rook sighed, "There were plenty of Mr. Smoothy Outlets around especially very close to our base. Why would you come all the way here?"

"Unlike Mr. Smoothy Stalls we've come across, this one is very different," Driba explained calmly.

"How so?" Jack asked in confusion.

"Coz this Mr. Smoothy keeps appearing and disappearing on different places at Bellwood! This happens when you guys were busy going to Digital World Adventures," Bluckic explained. Everyone looked at each other before stifled their laughter about it. He and Driba were confused. He asked, "What?"

"Really? One Mr. Smoothy keeps appearing and disappearing?" Miko asked in disbelief, "Can you believe that?"

Bulkhead chuckled, "Yeah. If it's true, can you prove that it's real?"

Bluckic groaned in frustration as he admitted, "No, we can't."

"Yes, we can!" Driba insisted firmly. Everyone looked at him. He explained while showing his computer tablet, "Look carefully! On the left is last year, Mr. Smoothy has 22 outlets in Bellwood. And on the right is present, it now has 23! This is our proof!"

"That's crazy. You're crazy, Driba," Ben explained in amusement with a laugh. Driba was annoyed. Calming down from his laughter, he sighed while placing left hand on the wall, "Sorry. But if it's true, where is it?"

Unexpectedly, Mr. Smoothy Outlet magically appeared out of nowhere. Ben yelped in surprise when he felt the door was pushed and opened. He fell to the ground hard. Everyone gawked in disbelief and shocked of what they saw.

"Ow! What the-?!" Ben asked in shock and disbelief.

Driba cleared his throat, "Told ya!"

"We finally caught it!" Bluckic cheered happily.

"So, this is 23rd Mr. Smoothy?" Rook asked in surprise. He looked at everyone else. They all shrugged, and even two Autobots made their exhaust pipes throttle noise. He hummed, "Maybe we should investigate this."

And to everyone's shock and concern, they found Mr. Smoothy 23rd Outlet began to fade. Driba and Bluckic panicked as they quickly entered at once. Rook, Jack and Miko also joined in. Both Arcee and Bulkhead vehicular modes entered the shop at once, though they destroyed the entrance door.

"Really, guys?" Miko asked in annoyance.

"Sorry!" Bulkhead apologized in humble tone.

"Don't blame us. We're not allowed to transform into our true forms in public," Arcee said firmly and seriously, "And also, you two are our responsibilities. Wherever you go, we followed."

And to their shock and surprise, the entrance door of 23rd Mr. Smoothy Outlet technologically yet slowly repaired and restored completely. And at the same time, they looked through the window, where they found Bellwood Town disappeared and replaced with strange rainbow aurora-like background-like.

"And it's a good thing that you did," Ben commented in surprise, "Looks like we've been off to a new dimension again."

Rook groaned, "Here we go again."


At the alley of Pugsley and Klein Street, Guan has witnessed and found 23rd Mr. Smoothy that Ben and his friends have entered, disappeared at once. He was both shocked yet annoyed for not able to catch up with them. He returned and entered his Plumber Tank's cockpit, where he was making contact with his master. He transformed into his true form – Bludgeon.

"What is it, Bludgeon?" Megatron asked.

Bludgeon sighed as he reported, "Lord Megatron, I might have the problem. I've lost track of Ben Tennyson and his allies."

"How is it possible that you've lost them?!"

"I do not know. But I require the assistance. Can you send Doubledealer and Swindle here? I may require their specialty."

Megatron growled, "Very well. I'm sending Vortex and Blast Off to keep their eyes on them, making sure they do not dare to go behind me again."

Bludgeon nodded firmly, "Understood, my lord."


Ben and his friends were still confused and shocked of what they have just saw especially when they're in middle of nowhere.

"Okay. Would somebody tell us where the heck are we?!" Miko asked in frustration, "What is this place?!"

Jack groaned while facepalmed, "Don't tell me that we're in Shadowzone. I do not wanna deal with Zombie Skyquake again."

"Unlikely," Driba answered calmly while looking at the entrance carefully. He hummed thoughtfully, "From the looks of this, it could be sunburst aurora!"

"No, it wasn't," Bluckic disagreed. Driba glared at him. He sighed in annoyance, "I'm telling you it isn't. It's… More like a pinwheel shape."

"WHAT?! A Pinwheel Aurua?!" Driba asked in disbelief. He gulped, "That's even worse."

"I don't get it…" Bulkhead said in confusion.

Arcee's motorcycle turned and looked at the entrance door, "What about the door? How could it self-repaired itself?"

"Nanochip?" Rook suggested.

Ben shook his head in uncertain, "I don't think so. Elena has already shut down her Nanochip Research after we saved her. Not to mention, Cooper made sure that they don't cause problems again." He approached towards the door, "Still. Why do I get the Déjà vu on this again?"

BANG! CLANG! CLUNK! Everyone turned and looked at the counter's storeroom, where the noise came from. Ben, Rook, Jack, Miko and even two Galvans approached to the storeroom's window, where they found a familiar figure, who was grumbling and struggling with fixing on his large generator-like mechanism.

Opening the door, Ben asked in surprise, "Professor Hokestar?"

Professor Hokestar yelped in surprise before looked at the door, "Oh my! Ben Tennyson! What a surprise!" He cleared his throat before bowed down with lifting his hat out, "Welcome to my place of business!"

"Didn't know you're working for Mr. Smoothy?" Ben asked in surprise. He hummed suspiciously yet thoughtfully, "Unless this is some kind of knockoff for your real business? Tetrax warned me."

Professor Hokestar groaned, "Now! Now! Let's not jump in wrong conclusion, my boy! I really am working for Mr. Smoothy business." He held his business card and permit letter, "I even had the proof! I told Tetrax about it."

Ben and Rook sighed while shook their heads in disbelief. Revonahgander remarked, "Guess he forgot to inform us about this."

"Who is this again?" Miko asked in confusion.

"Oh, right. You guys never met him," Ben said calmly and friendly. He introduced Professor Hokestar to them, "Guys, this is Professor Hokestar. A friend of Tetrax."

"Pleasure to meet you," Professor Hokestar said humbly with a bow. He then noticed two vehicles at the hall. He gasped, "What in blazes?! Who parked those vehicles in my restaurant?!"

"Our bad." Ben apologized, annoying Professor Hokestar. He asked, "By the way, Professor, what's up with Mr. Smoothy disappearing and appearing on one place to another?"

"And not to mention, how did your door get fixed up after the accident?" Jack added.

Professor Hokestar smiled proudly, "Glad you asked, my boy. This Mr. Smoothy doesn't teleport in different places from our dimension, but it teleports across different dimensions for a perfect empty spot for my shop to fit in. Can't just rely on Undertown to make business. And of course, as for the 'door', I used the Nanites from Nanite Dimension for self-repairing my shop and defense against the robbers."

"I knew it. You got it from Rex's home. Shouldn't have known." Ben said firmly and confidently. He smirked slyly, "Kinda surprise that Providence Agents didn't try to catch you."

Professor Hokestar chuckled nervously, "W-W-Why yes, they did try to catch me for 'allegedly' taking 'Nanites' for my own Mr. Smoothy Outlet to open."

"Somehow I doubt it," Rook remarked dryly.

Driba hummed thoughtfully, "Even so, it was quite ingenious though risky. Having a business across different dimensions could help him make some serious business and currency."

Bluckic nodded in agreement, "Not to mention, he can escape anytime and anywhere if things go wrong."

Looking at the generator, Miko asked, "I'm guessing this gizmo helped moving through dimensions?"

"Why indeed it is, my dear!" Professor Hokestar nodded happily. He then looked at his machine. He groaned, "Now the only problem I have is getting this generator working properly!"

"What's wrong with it?" Rook asked.

Professor Hokestar groaned, "Ever since I purchased it for starting the business from our dimension, this thing malfunction and hopped across many dimensions nonstop. I've been trying to fix it but it won't function properly."

"Hmm… I think I have an idea," Miko said thoughtfully. She then gave a kick to generator hard, "Like this!"

"MIKO!" Ben, Jack and Rook shouted in concern while holding Miko back.

But it was too late. The generator exploded and caused some minor smoke from it. And at the same time, the machine made some beeping noise before it went silence. Everyone got sweatdropped of what they looked at.

"M-My dimension generator!" Professor Hokestar exclaimed in shock and concern.

Everyone glared at Miko, who shrugged innocently, "What? We stopped it, didn't we?"

"Yes, you did. But we don't even know which dimension we might end up on," Rook said in concern.

Ben sighed, "Well, let's check outside now."

Ben, Rook, Jack and Miko approached to the entrance. They exited out of Mr. Smoothy as they're now looking and checking out on new world except it looks like they're back at Pugsley and Klein Street of Bellwood Town.

"Okay… Are we really back to our dimension?" Miko asked in confusion.

Jack shrugged, "Your guess is good as mine, Miko. I have no clue if we're really back."

"We're definitely on different dimension," Rook said calmly. Everyone looked at him. He pointed at the billboard, "Look at the billboard. That answer everything."

Everyone looked up and stared at top building, which has two billboards. One was called 'Teenage Titans TV Series' while another was a young Ben Tennyson wearing his blue colored Omnitrix in heroic pose and its title called 'Ben 23: Secret of Hero Watch'. Everyone looked surprise and amazed of what they're looking at.

"Ben 23?" Jack asked in surprise.

"So, we really are at different dimension," Miko remarked in surprise.

BOOM! Ben and his friends yelped in surprise and concern. They then turned and looked at the monorail railway, where its train got exploded while the people were fleeing in terror. And to their shock and concern, something jumped out and landed on the ground very hard. It revealed itself to be a familiar Detrovite wearing white colored warrior-like armor with red cape, Viking Helmet-like with wings-like and his right hand is made of mechanical prosthetic hammer-like weapon.

"I-It can't be…" Ben said in disbelief.

"Ben Tennyson!" Technorg called out firmly and sternly while looking around, "Come out now!"

Though confused and uncertain of what's really going on, Ben is determined to find out of what's really going on. Rook and Jack tried to stop him but he pushed them aside. He approached to the back of Technorg. Rook, Jack and Miko stood beside him as they're ready to face him.

"Right here, Technorg!" Ben called out. Technorg turned and looked at him. He spoke, "Why don't you cool your jets and talk with me?"

"Huh? Celestiasapien's Beard! Who are you?!" Technorg asked in shock and confusion.

"Move it, yokel!" A familiar young voice called out, "Leave this traitor to real pro!"

Everyone looked up, where they found a young Ben-lookalike wearing light cyan colored suit with navy tie and black vest, jean, black sneakers, wearing earring, a golden ring and blue wristband, standing on top of the building's rooftop.

"Attention! Attention! Alien traitor at Pugsley and Klein Street!" The announcer exclaimed as couple of sphered drones-like with helicopter blades-like, cameras and speakers have arrived at the scene. He continued, "And here he is! Ben 23 is on the scene! Challenging his former partner – The Mighty Technorg!"

"Ben 23?" Jack asked in surprise.

Miko shrugged, "So, we really are at another dimension."

"Former partner?" Rook asked in surprise and disbelief.

Ben looked shocked and worried, "Ben 23 is fighting Technorg? Why?"

Technorg (D23) turned and glared at Ben 23 on the rooftop. He spoke firmly, "Ben 23, I did not come here for a fight but to speak with you!"

Ben 23 scoffed, "Technorg, do I look like the guy who wanna talk with you? After what you did?!"

Technorg (D23) looked down in shame, "I know. But I did what I have to. To protect you! I've always been there to help and protect you!"

"Yeah, right. I feel appreciation, jerk," Ben 23 snapped sarcastically.

Technorg (D23) sighed before showing his serious looks, "Ben 23, I'm going to ask again. Stand down and surrender the Omnitrix now."

"Not a chance!" Ben 23 disagreed angrily and firmly. He activated his Omnitrix before slammed it. He transformed into Articguana but his uniform is black-light blue colored with navy streaks. He cried, "Freeze Lizard!"

Freeze Lizard unleashed his Ice Beam on Technorg (D23), who yelped in surprise while barely dodged the attack. His hammer generated enough electrical shock, he fired it back at him. Freeze Lizard hopped over before dived and slammed him to the ground. Just before he could do anything, Detrovite knocked him aside. Technorg (D23) swung and slammed his hammer at Freeze Lizard, who is hopping and dodging the attacks while firing his Ice Beam. The civilians went wild and cheered for Ben 23.

"Freeze Lizard? Really?" Miko asked in disbelief.

Jack sighed, "No kidding. I thought Articguana is the worse name."

"Hey! I heard that!" Ben snapped in annoyance at them. He turned and looked at Rook, "Think we should help Ben 23 or Technorg?"

"To be honest, I'm not very certain of it," Rook admitted in concern. He then looked at Technorg (D23) and Freeze Lizard continued fighting with each other, which their attacks have caused some damages to the building and almost hurt the civilians. He narrowed his serious and firm eyes, "I do know is that the civilians require our assistance. We should protect them!"

"That one I can do that." Ben remarked confidently. As he activated his Omnitrix, he turned into Four Arms, "Let's do it. Jack! Miko! Get inside Mr. Smoothy now!"

Miko scoffed as she readied with her phone, "No way! I am not gonna miss another action, pal!"

Seeing both Four Arms and Rook annoyed, Jack answered while grabbing Miko's hand, "Not a request, Miko! Now move it!"

Miko groaned in frustration as she followed Jack at once. They're both heading straight to Mr. Smoothy. And at the same time, Four Arms and Rook helped and protected the civilians from danger by leading them to safety while destroying the debris.

"Anything else we can do?" Professor Hokestar asked curiously.

Four Arms nodded, "Yeah. Fix the dimension generator now. Don't think the locals would be happy about seeing aliens around here."

Looking at Freeze Lizard battling with Technorg (D23), three aliens yelped and gulped in fear as they exclaimed in unison, "Good point!"

Freeze Lizard launched the Ice Beam at Technorg (D23), who firmly and swing rotated his hammer to block and deflect the blast. The deflected ice shards-like blast hit couple of buildings and even almost on Four Arms, Rook and even the civilians. One of the ice shards hit and damaged Mr. Smoothy statue's legs, forming the cracks. He then tried to charge and attack him but instead, Freeze Lizard charged and rammed him straight against Mr. Smoothy's wall. He then unleashed Ice Beam on Technorg (D23), trapping him.

However, due to the impact, the restaurant's mascot statue-like's legs began cracking and breaking apart. It's about to fall on Jack and Miko. Four Arms spotted it.

Four Arms cried, "Jack! Miko! Watch out!"

Jack and Miko stopped and found the Mr. Smoothy mascot sculpture is now falling on them. He quickly grabbed and covered her from being hurt. At the very last minute, both green Hummer and blue Motorcycle throttle up and charged straight at the entrance, which Professor Hokestar and two Galvans were standing there and barely dodged them.

Just as the statue was about to crash on them, the Hummer and Motorcycle transformed into Bulkhead and Arcee. The green Autobot quickly grabbed and held the statue while allowing his partner to dash in and grabbed them both to safety. She put them down safely. Seeing them safe, he quickly dropped it down on the ground. He approached and checked on them.

"Way to go, Arcee and Bulkhead!" Miko cheered.

"Guys, your identities…" Jack said in concern.

Arcee smiled warmly, "Don't worry about it, Jack. Protecting you both are our main concerns than our identities."

Bulkhead nodded calmly, "Yeah. We worry about dealing with humans being scared of us later."

Just before anyone could do anything, a missile was launched and hit straight on Bulkhead's chest, throwing him off against the building's wall. He then dropped on the ground hard.

"BULKHEAD!" Miko cried in fear.

Jack turned back to find the source of missile coming from. He found a mysterious figure on the tall building. He is armed with rocket launcher. He then fired it again. It was now heading straight to…

Jack gasped, "ARCEE! Watch out!"

Seeing Jack's concern, Arcee found a missile was heading towards her. She barely jumped over it before get shot and exploded. Just as she landed on the ground, her head got snipped very hard, making her to fall down hard.

"No!" Jack screamed in concern.

Four Arms and Rook found Arcee and Bulkhead were hit. They turned back and found a mysterious figure was gliding straight at them. Rook armed and sniped his Proto-Tool's Blaster while Four Arms grabbed and thrown couple of rocks at the assailant, who swiftly and quickly evaded the attacks. Close to the ground, he threw out metallic winged-like boomerang at them both on their heads. He then kicked at Rook's chest off. He then used his Energon Shotgun to fire and shot Four Arms off. Freeze Lizard was about to unleash his Ice Beam but the mysterious assailant threw couple of smoke bombs at him. He charged and knocked him unconsciously.

Emerging out from the smoke, the mysterious assailant revealed himself to be a black armored soldier worn bat-like helmet's visor, has the long cape and his chest plate has the Anti-Autobot Symbol. He turned his attention on both Autobots on the ground. He firmly marched towards them while loaded up his Tachyon Cannon. They groaned in pain while barely looked at him.

"I have you now…" The mysterious assailant said firmly and darkly while aiming Tachyon Cannon at two Autobots, "I will make you and your kind pay for what you have done."

"STOP!" Jack and Miko shouted angrily.

To his surprise and disbelief, the mysterious assailant found Jack and Miko came in and protectively stood before him. He was in shocked and surprised when he was looking at them.

"Back off!" Jack said firmly.

"No… No… It can't be!" The mysterious assailant said in shock and disbelief, "Jackson?!"

Jack looked surprise by the assailant's calling his full name, "What?"

Four Arms roared as he charged and slammed his fist at the mysterious assailant's face, knocking the battle helmet off. He dropped and rolled straight at Technorg (D23). He groaned in pain while getting up. He then revealed his familiar face, shocking Arcee, Bulkhead and Jack.

"It can't be," Arcee said in shock.

"D-Dad?" Jack asked in shock and confusion.

The mysterious assailant took out his device as he pushed the button on it. It caused the bright light to blind everyone's eyes. As soon as they recovered, they found both him and Technorg (D23) escaped and disappeared.

Miko was confused as she asked, "W-Was that-?!"

"I-I think so. He's alive? Here?" Jack asked in surprised and disbelief.

"What the heck is going on?" Arcee asked in confusion.

"Funny. I was wondering the same thing," Freeze Lizard said firmly as he transformed back to Ben 23. He asked, "Who the heck are you all?"

Four Arms groaned in pain, "Yeah. Let's just say that we're not really from here but-" He transformed back into his human form. Ben smiled warmly, "-I'm definitely you, kid."

Ben 23 looked surprised and amazed, "Wow… Gyro Awesome!"

Suddenly, a magenta colored Cybertronian RV Truck with yellow flames and two silver colored armored cars has arrived at the scene. He transformed into a muscular and veteran yet familiar Autobot ally, surprising Arcee and Bulkhead. Two cars transformed into Autobot Troopers.

"Is everyone alright?" The Autobot Commander asked firmly.

"Yeah, we're cool," Ben 23 said calmly and cockily. He then pointed at his new friends, "Check out on these guys."

"Are you alright?" The Autobot Commander asked calmly while helping Arcee and Bulkhead to stand up.

"Rodimus? Is that you?" Arcee asked in surprise.

Rodimus (D23) smiled warmly, "The one and only, kid. Rodimus Prime."

"What's up with your accent? Did you manage to change the tone?" Bulkhead asked curiously.

Rodimus Prime looked surprise and confused, "Excuse me?"


After barely escaped their enemies, both the mysterious assailant and Technorg (D23) have returned and arrived at the unknown underground base. They both meet up with the mysterious figure, who worn a similar armor as Azmuth (Prime)'s old armor but with blue colored power lines on his suit.

"High Intellectually," Technorg (D23) said humbly while bowed down.

"Once again, Technorg, you have failed to retrieve it," High Intellectually said in stern yet calm tone, "I told you that to take it by force. He's not the same boy that you used to raise and train him."

Technorg (D23) sighed in defeat, "I know. But he was my friend. I cannot simply just fight him."

High Intellectually turned to the assailant, "As for you, Commander Darby! You were supposed to assist Technorg to retrieve it! Why do you insist of having vengeance on Cybertronians again?!"

Commander Darby (D23) scoffed, "You know damn well why I want to destroy them. They took my family. Autobots. Decepticons. Neutrals. They're all the same. They all must pay for it!"

"Revenge will not help you find peace, Commander Darby. However, I do not tolerate this. Both Earth and Plumbers have made peace and alliance with Cybertronians after their great leaders defeated D-Void," High Intellectually said firmly and seriously. He glared at Commander Darby (D23), "Do this again, then I will send you back where you belong to."

Commander Darby (D23) glared at High Intellectually, "Understood. And it's Vigilante now, not Commander Darby. I don't go by that name anymore."

"So be it…" High Intellectually said firmly. He turned his attention to his computer screen, "How unfortunate to have another Ben Tennyson here in this dimension. We must deal with them and retrieve the Omnitrix. Vigilante! Technorg! Summon Myaxx, Sevenseven, Gills, Wildwheel and Bludgeon at once."

"Yes, sir!" Technorg (D23) and Commander Darby (D23) exclaimed firmly.


Back at the Mainstream Prime Dimension, Bludgeon was still waiting at the alley while looking at the empty location. A Groundbridge Portal appeared at the alley. Doubledealer, Swindle, Vortex and Blast-Off emerged out and meet up with him.

The Combaticon Con Artist transformed into his Military Hummer, driving and approaching to the area. Using its satellite dish to scan and check on the empty wall, he was collecting the data from it. He then drove off and returned to his allies at the alley.

"What do you find?" Bludgeon asked firmly and seriously.

Rolled his eyes in annoyance, Swindle scoffed while checking on his scanner, "Always jump on the job. Fine. Based on my scanner, they definitely have been teleported off to another place."

"Can you locate them?" Bludgeon asked firmly.

Typing down on his scanner's keyboard, Swindle hummed in concern, "That's funny. According to my scanner, they didn't teleport to any location in this dimension, but another dimension."

Bludgeon was annoyed and angry as he asked, "Another dimension? Again?"

"Yes, again, dumbass," Swindle confirmed in annoyance. Bludgeon groaned in annoyance. He smirked while looking at his scanner, "Lucky for you, I've come across a good item from the black market. This baby is a perfect multitask tool box I ever come across!"

Bludgeon was impatient and annoyed to ask, "Can it help us find them?"

With the sound of beeping, Swindle smirked, "Oh yes, I can! I've found them! Dimension 23. How cute."

"Good. How can I get there?" Bludgeon asked in annoyance.

Doubledealer smirked confidently while crossed his hands, "Don't worry, Bludgeon. I've got this. You won't regret it."


After the introduction with each other; Ben, Rook, Jack and Miko followed Ben 23 to his usual hangout while both Arcee and Bulkhead went with Rodimus Prime to the Autobot Headquarter. The Dimension 23 Counterparts are giving the Mainstream Prime Counterparts a tour around their places.

Ben and his team have arrived and entered a rectangle fast-food restaurant with blue colored rooftop called Mr. Gyro Restaurant.

Inside the hall, it was completely packed with crowds – customers or Ben 23 fans – warmly and happily greeting both Ben 23 and his friends. Some asked for his autographs and pictures from the young hero and his friends, others resent and disliked Rook being among them. This made him uncomfortable.

"I feel very uncomfortable with people staring at me like that," Rook said in concern.

"Don't worry, they'll get over it. After all, I just texted and livestream on us 10 minutes ago," Ben 23 said calmly while looking at his cellphone, "They'll get over it."

Rook sighed, "The sooner the better. I don't wish to start another fight."

"Hopefully, we don't want to have another Harangue's crazy talk about aliens," Ben remarked calmly. He then asked Ben 23, "Your Harangue still talks bad about you being a hero, right?"

Ben 23 shook his head, "Nope. In fact, he's both my fan and announcer. I mean he's one who's been following and broadcasting all of my action and fight to the world."

"Right. That explains everything…" Ben said impressively, "So, why come here?"

"Meeting up with my girl and partner. They're the best," Ben 23 said calmly. Upon reaching the counter, he and his friends meet up with a large fat man wearing flat cap, glasses, brownish pattern shirt, gray pants and blue apron. He greeted happily, "Mr. Wyatt!"

Mr. Wyatt smiled warmly while shaking Ben 23's hand, "Mr. Ben 23! Welcome back! The usual meal, sir?"

"Yup. The usual for me and my buddies. Here's 100 Bucks for bringing out the best toy designs for Ben 23 and Super Robot War Anime," Ben 23 said calmly while passing couple of bucks to Mr. Wyatt, who was surprised and happy. He smiled, "Of course, tips for your family."

Mr. Wyatt smiled warmly and happily, "Thank you so much, Ben. Be right back, sir. The best meals are on the way!"

Mr. Wyatt turned and headed to the kitchen, where he was gathering and packing up both Mr. Gyro Burritos, fries, soda drinks and merchandise like Ben 23 pendants, posters, T-Shirts and bumper stickers. While waiting for Mr. Wyatt placed both meal and merchandise on five trays, Ben 23 happily and calmly signed the autographs for his fans.

"Wow. You sure like Mr. Gyro a lot," Miko remarked in surprise while looking at her food tray, "Is that really good?"

"Yup. The best Yokel Food in this town. Trust me, I've always come here like when I was 6 or 8," Ben 23 said cockily yet happily as he came back and picked up his food tray, "I mean what else is better than Mr. Gyro?"

Ben smiled shrugged, "Well, I'm more of Mr. Smoothy guy with chili fries than Mr. Gyro Guy."

"Seriously? Smoothy?" Ben 23 asked in disbelief. He gave disgusted looks, "Never liked it."

Miko looked at her friends, "Odd. I thought he would like it. I mean he is Ben's lookalike from another dimension, right?"

Jack shrugged, "Well, they maybe same guys, but they definitely got different taste. I mean if Ben 10 likes Mr. Smoothy so much, then you can bet Ben 23's really like Mr. Gyro so much."

Miko rolled her eyes in annoyance, "Touché."

Sniffing carefully on the food, Rook tried and ate the burrito while munched slowly, "The burrito seems to be good as Mr. Smoothy. Maybe you should try it, Ben." Ben 23 and Ben confusingly looked at him. He swallowed up his food, "My mistake. I was referring to Ben 10, not Ben 23."

Looking at his food tray, Ben was uneasy and uncertain to remark, "Yeah. Will try it later."

Ben 23 and his guests headed off to the VIP Room, where they met up with his girlfriend and partner, who looked very familiar to Ben and Rook. His partner was Billy Billions (D23), who worn cyan colored casual T-Shirt with Billion Dollar sign, black sleeveless vest and green short pants as he was talking to his phone about endorsement park and movies. His girlfriend is 13-years-old Kai (D23), who worn an American-Indian themed headband on her forehead, lighter greenish sleeveless T-Shirt with wolf icon in middle, red jacket and long brown pants with boots.

"No way! Billy? Kai?" Ben asked in surprise.

"You know them?" Ben 23 asked in surprise.

"Yes. We've met them," Rook confirmed as he and Ben looked uneasy and worry about their encounter with their counterparts, "Though it wasn't very pleasantry for our meeting."

"Can't be that bad." Billy (D23) said calmly, "I mean Ben and I have been friends since we were kids. And ever since he found his superhero watch, I became his partner to handle some serious business and sponsorship to make money and goods for both of us."

"And you?" Ben asked Kai (D23). She was about to answer. He interrupted, "Don't start. Ben 23 got crush on you. He saved you and your town from the Yenaldooshi thing. And of course, you like him when he was 'Benwolf' or 'Blitzwolfer'?"

"Close. But no. We met when we were 11. He helped us and Secret Saturdays to stop Argost from destroying the world. And also, I liked wolves but I don't treat my boyfriend like an animal. I really like him for being nice, friendly and funny too, though can be obnoxious" Kai (D23) said calmly with a giggle. Ben 23 laughed uneasily. She gave him a peck on cheek, "As you can see, he and I are dating."

Ben 23 smiled warmly, "Thanks, babe. She also trained me with fighting too."

Ben scoffed, "You're so lucky with your first crush, kid."

"Still, out of curious. How did you get the Omnitrix?" Jack asked curiously.

Rook nodded in agreement, "No doubt it is quite similar as Ben 10's origin."

A bit of hesitant to talk about his past, Ben 23 scoffed a bit with nervous tone, "Yup. But I'm more than a superhero. I'm super rich and famous in the world! For saving the day, making tons to businesses, doing some fan services and of course, I do some serious acting for the movies."

Miko whistled, "Wow. You really are celebrity, not like Ben 10."

"Hey! I'm still famous, just not crazy rich." Ben 10 exclaimed, feeling offended. Recalling about Technorg, he asked, "So, why did you call yourself 'Ben 23'?"

Ben 23 smirked, "Because when I found the Hero Watch, it has 23 different kinds of aliens ever since. But now I got at least 40 aliens. Pretty cool?"

"Yeah."

"Still why call yourself 'Ben 10'? Don't tell me that you're still 10."

Almost everyone snickered and stifled their laughter, Ben annoyingly remarked, "Haha, kid. That was just my hero codename. My watch used to have 10. Right now, I have 63."

Billy (D23) and Kai (D23) looked shocked and surprised. Ben 23 commented, "No freaking way…"

"It's true. Ben 10 has 63 of them." Rook confirmed calmly while eating his fries. He asked, "By the way, the announcer mentioned about Technorg was your partner? What happened? Why would he turn against you?"

Ben 23 was annoyed as he looked away in anger to hear his name. Billy (D23) and Kai (D23) looked at each other. She nodded seriously while he shook his head in disagreement about whether or not should tell Ben and his friends about Technorg (D23).

Kai (D23) said seriously, "Technorg used to be Ben 23's best friend and trainer when he was 10. He has helped Ben a lot with training and also fighting off some bad aliens and evil villains that want to conquer the worlds. But six months ago, he betrayed us for trying to steal and get the Hero Watch. Ben was lucky that I was there to stop him."

Billy (D23) nodded angrily, "Yeah. That jerk tried to sell that watch to our biggest enemy!"

"Why would he do that? Who's this 'biggest enemy'?" Ben asked in disbelief and confusion. He gasped, "Don't tell me!"

"Yeah. Technorg worked for High Intellectually," Billy (D23) said firmly, confusing everyone. He continued, "You never heard him?"

Everyone shook their heads. Kai (D23) sighed, "I'll explained. High Intellectually is the mysterious enemy, who hired many bounty hunters and monsters to get Ben 23's Hero Watch. Why and what is he up to. We have no clue. But if he gets it, it's not good news."

Billy (D23) nodded, "You said it, Green."

"I can't believe your Technorg would do this…" Ben said in disbelief.

Ben 23 sighed in upset, "Neither do I. I don't get it why he would do this to me. He was my best friend…"

Ben and Rook were surprised by Ben 23's upset tone and remark about Technorg. They have suspicious that he still cared for Technorg (D23). They wondered why would he turned on him in the first place. They believed he has a reason to do so.

"Hey, I noticed something strange here," Jack spoke, getting their attention. He asked, "The Autobots were roaming around in your town, and people don't mind them?"

Miko nodded, "Yeah. What's up with that? Won't the Autobots worried about the Cons attacking them?"

Ben 23 and his friends looked surprise. He commented, "Wow. Yours is definitely different from us. Guess we can explain."

Billy (D23) nodded, "Yeah. You'd be pretty surprise about the history especially how Optimus Prime and Megatron sacrificed themselves to save our world from D-Void."

"Wait! What?!" Miko asked in shock.

Rook nodded in agreement, "Agreed. I did not expect that."

"We're happy to tell you about it," Kai (D23) said calmly.

"Yeah. You do that. There's something I need to know," Jack said seriously. Everyone looked at him. He asked, "What happened to Jonathon Darby in this dimension?"

Ben 23 and his friends looked shock and surprise by his question. Ben, Rook and Miko were worried and uneasy about Jack's question. They might not like where this might be going with Johnathon Darby (D23) in Dimension 23.


Using their vehicular modes, Rodimus Prime was leading and guiding Arcee and Bulkhead straight to the small island, which has a familiar large gray-colored Autobot Capital City. Upon arriving to their destination, they transformed into their robotic modes before entered the command center, where most of Autobots were chatting, working and cooperating with Skywatch Officers and even some of Decepticons.

"Wow… That's something…" Bulkhead remarked in surprise.

Arcee nodded in agreement, "Yeah. I didn't realize that Autobots and Humans are working together with the Decepticons. Surprise that they didn't try to conquer the world."

Rodimus sighed calmly, "Well, when your leaders are gone, they have one option to survive – work with us. And believe me, it wasn't easy for everyone to get along since some got serious rivalry and hatred in each other. But after three years have passed, we managed to work it out. We're now united as one and lived peacefully on our new homeworld."

"You're kidding me…" Bulkhead said in surprise.

"He's telling the truth," A stoic yet stern and firm voice spoke, "After the defeat of our great enemy, both Autobots and Decepticons have united as one and lived in peace with the humans. Earth has become our new home."

Arcee and Bulkhead turned and looked on the left, where five Cybertronians stood before them. Ultra Magnus (D23) – a blue and white colored muscular Autobot Commander, who was holding a large hammer-like weapon. Arcee (D23) – a white and pinkish colored female Autobot with bun-like mechanical hairstyle with large turbo booster on her back. Springer (D23) – an older yet veteran soldier with Roman's Helmet-like and has wing blades on his back. Soundwave (D23) – a dark blue muscular Decepticon with radio-speaker shoulder pads-like and armored hands. Shadow Striker (D23) – a lighter purple colored female Decepticon with different body parts and has one crimson optic beam-like. They all saluted before them.

"Welcome back, Rodimus Prime." Ultra Magnus (D23) greeted firmly and warmly.

"Good to be back," Rodimus Prime said casually. He turned to Arcee and Bulkhead. He then introduced his friends to them, "Not sure if you guys met them from your world. But these are my friends and teammates – Ultra Magnus is the Grand Commander of the Autobot Military, Springer is the Captain of Wrecker Squad, Arcee in this dimension is the teacher and administrator, Soundwave is Cybertronian Ambassador and Decepticon. Shadow Striker is his bodyguard."

Rodimus's team greeted warmly to Arcee and Bulkhead, who greeted back awkwardly yet calmly and sincerely to them as well. The Mainstream Prime Counterparts introduced themselves to them as well. Both Arcee and her Dimension 23 counterpart looked at each other. They both were surprised and amazed of the looks, colors and the body parts as well.

"Wow… You looked much like a warrior than a teacher or an administrator," Arcee (D23) commented in amazement. She looked carefully on her counterpart's color, "And not to mention, I didn't realize that you like blue more than pink."

Arcee smiled warmly with a gentle scoff, "Well, I'm not a fan of pink much. But I'd say you're a kind and gentle for being my counterpart."

Arcee (D23) sighed, "Well. I may not be strong as any of Autobots. But I do my best to help them and fight at my best. I will never let anything bad happen to my students and friends."

"Yeah. I can tell," Arcee said sincerely. She patted her counterpart's shoulder pad, "I feel the same way too."

Arcee (D23) smiled happily, "T-Thank you for the comments."

Bulkhead turned and looked at Soundwave (D23) and Shadow Striker (D23), "I have a hard time to believe that you guys would finally work with the Bots for peace. I mean, no offense, our Soundwave and other Decepticons aren't the type of bots wanted peace and working with humans."

"Well, we're offended, Junkion," Shadow Striker (D23) mocked angrily and annoyingly, "Unlike your 'enemies', we want peace and willing to make negotiate with our 'enemies'."

Soundwave (D23) nodded firmly, "Affirmative. We Decepticons wished and desired for equality and rights to the low caste Cybertronians. It was our main objective." Both Bulkhead and Arcee looked surprised. He asked, "What is it?"

"Sorry. Didn't expect you to talk," Bulkhead commented. Soundwave (D23) was annoyed. He cleared his throat, "I don't mean to offend you. Our Soundwave preferred 'vow of silence' over the talk, and very loyal to his Megatron"

"I see. Either way, I am not that Soundwave for being loyal and believe in his master's violence and conquest." Soundwave (D23) said firmly and calmly. Arcee and Bulkhead raised their eyebrows at him. He sighed, "I admit it. I did side with Megatron because I strongly and faithfully believe that he would bring our objective to come true. But I was ignorance and blinded for not thinking her would got far."

"Nevertheless, the war was over when we have defeated our common enemy," Ultra Magnus (D23) said firmly and humbly.

"Speaking of that, what happened here?" Arcee asked curiously, "I'm guessing your history is almost same as ours, right?"

"By same, you were talking about the 'Arrival to Earth' in 1984?" Springer (D23) asked casually. Arcee and Bulkhead looked surprise. He hummed, "Guess not."

Ultra Magnus (D23) cleared his throat, "I believe there's some similarity to your world's history such as Optimus Prime and Megatron were friends before ideals of resolving and changing the Functionism System for better have drove them apart, war almost destroyed and left Cybertron barren wasteland, searching the Allspark and building new world, and also arriving to this planet and start the new war for years."

Arcee hummed thoughtfully, "Close enough. But I'm curious of how the war ended."

"D-Void…" Soundwave (D23) said grimly yet fearfully. Arcee and Bulkhead looked at him. He explained, "A Dark Entity that resides in Dead Universe and desired the destruction of universe. 3 years ago, he has destroyed most of planets including Cybertron. He almost destroyed our world if not our brave leaders, who used the power of Allspark, Vector Sigma and Matrix of Leadership to defeat our great foe."

"The universe is safe from D-Void. And now, Cybertronians are living and settling down on this very planet as our new home," Arcee (D23) said warmly.

Bulkhead awed happily, "That's nice to hear."

Arcee nodded calmly, "I'd never thought Optimus Prime and Megatron would work together again and gave their lives to save the universe. That must be a great sacrifice they make."

Rodimus Prime was agitated and annoyed about it as he snapped, "There's nothing great about their sacrifice! In fact, I really wish they never did that! No! They should have lived and be here, not died!" He groaned in frustration, "Why is everyone happy about this…"

Arcee (D23) looked worry and sad to say, "Rodimus…"

"I don't get it…" Bulkhead said in confusion.

Springer (D23) sighed, "Rodimus was talking about Optimus Prime and Megatron going inside D-Void, where they were doing some serious damages to his body especially the spark. This gives us the chance to finish him off."

Bulkhead and Arcee looked concern and worried. She asked, "You mean-!"

"Yeah. We killed them," Rodimus Prime said in shame and heartbroken tone, "I was against the idea, but Prime and Megatron insisted to do it because they're the only ones can use the Matrix of Leadership and Matrix of Chaos to damage it. They even asked me to use both Vector Sigma and Allspark to finish it. I-I sacrificed them! I killed them."

"No, Rodimus," Ultra Magnus (D23) protested firmly, "Optimus Prime gave that direct order to you to do it. You helped them save the universe."

"And yet I killed them!" Rodimus Prime snapped in heartbroken, "How is that makes me feel better about it? Coz I am not happy about his order and me being a Prime. I'm not Optimus Prime…"

Seeing how distraught and pain Rodimus Prime has, Arcee spoke calmly, "Rodimus, I won't pretend to say I understand your pain. But I know what it's like to be forced to do something to save the universe like letting Optimus Prime sacrificed his own life to do it. And I really wish it could have been different and better than sacrificing the lives."

"Arcee…" Rodimus said in shock and concern.

"I've lost many friends and even my older sister but they gave their live to save the universe," Arcee said sadly yet calmly and firmly, "I may not like their sacrifice, but I won't forget why they did it. I will honor them to make sure that their sacrifice didn't go to waste. You should do the same, Rodimus. For Prime and this peace."

Bulkhead nodded, "She's right. No one's blaming for what you did. He chose you to be a leader because he believed in you. So, don't you think you should respect that?"

Rodimus Prime was surprised by Arcee's and Bulkhead's words. He looked at his friends, who nodded and smiled proudly that they would follow and help him to protect the world, and honor their fallen leaders' sacrifice.

"I still can't forget what I did," Rodimus Prime said in upset yet firm tone. He sighed, "But I know that I can't let him down. This world is our new home now. And we will protect it and make a better place for all of us. It's what he wanted."

Everyone chattered happily and agreeing with Rodimus Prime's sentiment and statement. He's honoring his deceased leader's wishes. It's a good thing for them.

"That's the spirit, Rodimus Prime," Bulkhead said happily.

Arcee nodded firmly, "I'm sure you will do fine to be a leader."

"Doing fine as a leader isn't easy as you think," Rodimus Prime remarked uneasily yet concerned. He clenched his fists, "It's gonna be hard."

Arcee (D23) approached as she held his hand while smiling at him, "Then, we're in this together. We are a team."

Touched by his friend, Rodimus Prime smiled warmly, "Thanks, Arcee. I'll do my best to be a good leader."

"I know you can. I have faith in you," Arcee (D23) said calmly.

Thinking about her early encounter with Johnny Darby (D23), Arcee asked, "There is. Can you tell us about 'Johnathon Darby'?"

Hearing that name have made almost everyone to stop at once. They all turned and looked at Arcee in disbelief yet concern. Rodimus Prime and his team were uneasy and worried about the name. Both Arcee and Bulkhead were worried that something bad involved with Johnny.

"What's wrong?" Bulkhead asked.

"It is. It's about former Commander Darby," Ultra Magnus (D23) said seriously yet concerned. He continued, "Tell me. What's your relationship with him from your world?"

Arcee looked at Ultra Magnus (D23) as she answered, "A friend and partner. Like father, like son."

"Then, his son would be disappointed and upset to find out what his own father has become," Springer (D23) said sternly yet angrily. Arcee and Bulkhead looked at him. He continued, "Johnathon Darby isn't only a traitor to us, but also an Anti-Transformer Terrorist and murderer. He didn't just murdered Autobots and Decepticons, but also his own kind and anyone who sympathize and side with them. He hated us so much."

Arcee and Bulkhead were in shock and disbelief. He shook his head, "N-No. No way. He couldn't have."

"There is no way Johnny would do such a thing! He's always been a great friend and ally to the Autobots especially in the fight against the Decepticons from my world," Arcee disagreed angrily yet firmly, "W-What turn him like this?"

Arcee (D23) sighed, "His family. They were mutilated and slaughtered during the Insecticons Raid. Jasper is destroyed. None survived. He blamed both sides for their death and even me."

Realizing what her counterpart was talking, Arcee asked, "You were his partner. He blamed for what happened?"

Arcee (D23) looked down in shame as she answered tearfully, "Yes. I promised him that his hometown will be safe. I was wrong! I failed to save it. I failed to rescue his family! I failed him!"

"Arcee, don't blame yourself," Rodimus Prime said calmly as he held and hugged her in comfort, "There was nothing you could do. The Insecticons are far stronger, cunning and even outnumber you and your squad. You couldn't do anything to stop them."

"But I could have tried…" Arcee (D23) said in guilt and pain.

"Johnny, why…" Arcee said in concern and worried. After carefully thinking, she turned and looked at Dimension 23 counterparts as she asked, "Where is he? Where can I find and stop him?"

"I'm afraid we do not know," Ultra Magnus (D23) said firmly and seriously, "However, I do know who he's working with. And no doubt, he will be back with reinforcement. We must be prepared for them. They're coming for Ben 23 now."

Arcee and Bulkhead looked shocked and worried of what Ultra Magnus (D23) has said. They're worried that their friends especially Jack are now in danger.


Back to the Mainstream Prime Dimension, Doubledealer has invented the newly Dimension Projector, with the help of Swindle's setting up the coordinates to Ben 10 and his friends have teleported off to. He passed it to Bludgeon. He then taught him on how to use the device.

"You get it?" Doubledealer asked firmly.

"Yeah. I got it," Bludgeon said dryly and firmly as he readied and fired the Dimension Projector in front of him. It then summoned and created the portal. He turned and glared at the former Black Marketer, "Anything I should know?"

"Yeah. Blend in with the crowd. Don't expect these new friends to be the same as your colleagues. They're not the same," Doubledealer warned firmly and seriously, "And above all else, pretend and act like someone that is so not like you."

"What's that supposed to be mean?"

"You'll see when you get there. Just remember what I've told you."

Bludgeon scoffed, "Whatever you say. I've got a job to do."

Bludgeon approached and entered the dimension portal before it disappeared into nothingness. And at the same time, the rest of Decepticons entered to the Groundbridge Portal as they're returning to the Nemesis.


The portal appeared out of nowhere in the warehouse. Bludgeon emerged out from the Dimension Portal before it disappeared into nothingness.

"About time you show up, partner," The Texan Accent mocked amusingly.

Not recognized by the voice, Bludgeon turned and looking on his left, where he found a dark purple-brown colored Cybertronian Texan with mustache and beard worn a cowboy hat and Texan Poncho-like. He was covered in dirt and bruises. He was blowing his cigarette before sighed calmly.

The Texan Cybertronian smirked, "You're early as the rooster. I thought you're gonna be late with your latest loots."

"And you are?" Bludgeon asked firmly yet concerned and nervous tone as he has no idea about him.

The Texan Cybertronian scoffed amusingly while crossed his arms, "Can't say I'm surprise that you've forgotten about me again, partner. It's Wildwheel, pal. Don't you forget it."

Bludgeon grunted in annoyance before bowed a bit, "M-My apology. I'll be sure to remember this again."

"Yeah. Whatever," Wildwheel said amusingly, "Better gear up, partner. High Intellectually's waiting for us. He wants us to take down two Tennysons and his friends. They've been causing a lot of troubles for too long."

"Tennyson? As in Ben 10?"

"Well, not sure. The detail is a bit of blur and messy too. But I do know is that Ben 23 is the pain to High Intellectually for too long. And now, he has a twin brother and his friends especially Revonnahganer are with them."

"Revonnahgander, huh?" Bludgeon asked curiously before realizing, "Rook Blonko. So, I'm on the right track."

Wildwheel scoffed, "Whatever the case is, I'm ready to take them on to get my bounty. You with me, partner?"

Bludgeon nodded a bit, "Y-Yes, I am."

While walking towards the entrance to meet up with their allies, Wildwheel noticed something different about his ally as he asked, "By the way, Bludgeon. Since when did you become a samurai? Could have sworn that you enjoyed being a pirate."

Bludgeon looked nervous and worried, "Eh… Souvenir. And of course, I would like to try something different, mate."

Wildwheel looked surprised yet curious. He shrugged, "Whatever you say, partner. Whatever you say…"


Back to the Mr. Gyro's Restaurant, Ben 23 and his friends told Ben and his team about Johnny Darby (D23) and his tragic past that involved the death of his family. They were shocked yet sympathetic and pitiful to hear it. Out of his team, Jack was in deep shock and hurt to learn about his father's counterpart has become. He decided to leave nd get some fresh air. He was looking at the sky as he was processing about the situation at Dimension 23.

To his surprise, Miko was following and able to catch up to him. Instead of talking with her, Jack remained silent while looking at the front. He still couldn't get over about his father. Worried for her friend, she decided to cheer him up.

"Wow. That's some crazy adventure we have in another dimension. Well, not exactly like meeting Ultraman Z or Super Sentais in another dimension but it's still cool as Raf's dimension trip to Digital World. Right?" Miko commented happily and calmly. Jack remained silent. She sighed in annoyance, "Jack, you know Commander Darby – and I mean this world's – is not the same as your dad. There is no way they act like the same guy."

"Maybe… Maybe not…" Jack said in uncertain tone. Miko looked worry. He sighed while looking at the sky, "But imagine if that really happen in our world, Miko. M-My dad would have done the same."

"How would you know?"

"I would feel the same too ever since we learned the truth. I would hate and blame Arcee for lying to me and did nothing to save him from death."

"But you didn't. And do you know why?"

"No. Why?"

Miko patted Jack's back gently, "Because she's your partner. You understood and forgave her for that. She really did her best to save your dad. If that happens from our world, your dad would do the same as you. He made sure the Cons never destroy our home again."

Jack was surprised and amazed as he smiled, "You know, Miko. For someone who loved crazy and action so much, you really are soft teddy bear."

Miko, annoyed yet playful, gave a punch on his back, "Watch it, Jackie. I might hit your real soft side very hard."

Jack scoffed, "Good luck with that."

BOOM! Jack and Miko yelped in shock and concern as they quickly dropped to the ground hard. The citizens yelled in fear and worried before running off for their lives. They both turned and found couple of robbers have emerged out from the bank. They quickly boarded into the van before driving off at once.

Hearing the loud explosion, Ben 10 and his friends got out from the restaurant. They quickly checked on Jack and Miko.

"Are you guys okay?" Ben asked in concern.

"Yeah. We're alright," Jack grunted in frustration.

Pointing at the robber's van driving straight out, Miko exclaimed, "But those robbers are getting away! They robbed the bank!"

"Oh, we're gonna stop them!" Ben exclaimed determinedly. He readied with his Omnitrix, "It's Hero Time!"

"Wow there! You seriously going after a bunch of crocks?!" Billy (D23) asked in shock and disbelief, "Uh, don't we call the cops to deal with them?"

Ben 23 nodded in agreement, "Yeah. Billy's got the point."

"With respect, Ben 23, we are the cops," Rook said firmly and seriously. He turned and looked at Ben, who was a bit annoyed. He sighed, "Well, it's the truth, Ben 10. Are you with me?"

"You know it," Ben said cockily. He activated and slammed his Omnitrix as he transformed into a grayish humanoid horse-like armed with cyan colored unicorn horn, two exhaust pipes, armored wheel on his back and gravitational large wheel-like on bottom worn greenish jumpsuit with black colored stripe in middle, two blackish shoulder pads and white stripes. He whistled, "Wow! New guy! That's something…"

"Cool! Uniburn!" Ben 23 exclaimed happily. Everyone looked at him. He shrugged, "That's the name of one of our aliens!"

Miko groaned, "I might as well call him 'Princess Unicorn'."

"We'll figure that out later," The horse-like alien exclaimed firmly. He throttled up his wheels. He neighed out loud, "Let's roll! Rook, get on my back!"

Rook nodded firmly as he jumped and landed on the back of the horse-like alien's back. They both rolled out at once, chasing after the robbers at once.

"Rook, you know anything about this horsie?" The horse-like alien asked.

"A little." Rook admitted in concern, "Equuscendians are known to be another alien speedsters and are capable of transforming into cycle modes to drive even faster than before."

"Seriously? Another speed alien?" The horse-like alien asked in surprise before scoffed, "Cool! The more the merrier. Time to test this guy out!"

The horse-like alien made another neighing noise as he quickly grabbed his back wheel to the front. He then lowered to the ground, makeshift himself into a motorcycle-like, allowing Rook to hold onto him. He then drove off very fast and able to catch up with the van. His horn was charging up and glowing in blue before blasting and firing at the van's wheel, making its back drop on the ground. It then skidded very hard before flipped over and fell to the ground.

The robbers groaned in pain while slowly coming out from the damaged van. They quickly armed and fired their guns at Rook riding the horse-like alien, who swiftly and quickly dodged the attack before hopped off. Just as his partner jumped off, he quickly stood up firmly. They both slammed and hit two robbers to the ground. He swung and slammed his Back Wheel on two robbers. Rook easily and quickly disarmed and restrained him to the ground. They have captured the robbers.

"We caught them," Rook said in impressed tone, "Well done."

The horse-like alien neighed happily, "What can I say? I really am a horsie with powers and wheels!" He gasped, "I've got it! Mach Gallop! It's the name for my new alien buddy!"

Rook hummed thoughtfully, "Why yes. I can see why you named that. I believed human phrase refer to automobile as 'horsepower'?"

Mach Gallop chuckled a bit, "Close enough, partner."

Just as he turned back to normal, Ben and Rook looked back, where they found a blue colored limo arrived at the scene. Jack, Miko, Ben 23's team emerged out from the car. A group of police cars and even van arrived at the scene.

The police officers including Mystery Incorp team apprehended and restrained the robbers before loading them in the van. They then drove off at once.

"Took you guys a while," Ben teased.

"Well, you did rush off," Billy (D23) remarked dryly, "But why would you use your alien power to chase after the robbers? That's police work, not superheroes! I've already informed the Mystery Inc to come and deal with the robbers."

"Why not?" Rook asked in confusion, "Police is considered to be superhero. Whether you're normal or have superpowers, we always help people."

Ben nodded in agreement, "Yeah. We're always be there to stop both small and big problems. We're always there to help people."

"And you don't get payment? That's pretty stupid," Ben 23 remarked in surprise and disbelief. Kai (D23) nudged him by shoulder. He yelped, "What?"

Kai (D23) sighed, "It's not about the money, dummy. It's about doing the right thing."

Ben nodded firmly, "That's right. Helping people is also important too, not just fighting with some alien invaders and supervillains. And also, having your partner and team to help you out is awesome too. That's what being heroes is about."

Rook smiled proudly, "And I agreed with his philosophy. I'm sure you do the same thing."

"Actually, no. I didn't think about it," Ben 23 admitted in concern, surprising Ben and his friends.

"Really? Didn't Technorg teach you anything, other than fighting?" Ben asked in concern, "What about Grandpa Max? Didn't he teach about what it means to be a hero?"

Hearing that name, Ben 23 became uncomfortable and upset while his friends were worried about him. Ben and his friends noticed the looks. They have some theories and suspicious that something bad happen to Grandpa Max but what and why.

Just before anyone could do anything, everyone heard a loud scream of agony and anger, shocking and scaring them off. They turned and looked at the downtown street, where the citizens were running and hiding behind the alley and large crates. They seemed to be afraid of something or someone.

And to their shock and fear, Ben and his friends encountered a green-colored armored warrior with black pants, green boots, green gauntlets with yellow spikes and his scary mask that has greenish twin horn, crimson colored eyeball-like and white fangs-like, who was growling and snarling at them. He gave the wild angry roar. His appearance and roar frightened and intimidated them so much.

"W-What is that thing?! R-Rook?" Ben asked in fear.

Never felt intimidated by something he never seen, Rook stuttered in fear, "I-I don't know. I don't know."

"I do," Kai (D23) said in fear, "That's Kamen Rider Gills. A mysterious sociopathic monster is looking for the strongest opponent to fight. He doesn't care if they're either fighter or civilian as long as he gets the fight."

Miko gulped in fear, "Compare to Kuuga, this guy is not really a hero."

"No. He's not," Ben 23 agreed in fear. Shook his head to not fear him, he gave his tough yet determined looks before readied with his Omnitrix, "But I'm not gonna let him scared me. Let's get him!"

Activating his Hero Watch, Ben 23 transformed into the form of Cannonbolt, whose shield pads on his back is completely in blue color. And at the same time, Sky Spies also have arrived to broadcast on another fighting event.

"Rollway!" Rollway cried out loud, "You ready for rumble?!"

Kamen Rider Gills growled angrily before roared out loud before charged straight at Rollway, who rolled himself before charging straight at him. Unbeknownst to him, a light blue colored Sevenseven (D23) armed with his Sniping Blaster on top of building. He fired it at Rollway's rolling form, injuring and wounding him. He grunted in pain before tripped and about to fall on the monstrous warrior, who slammed and struck his punch on the guts before kicked him off to the ground. The rest of his friends came and helped him to get up.

Using his jetpack, Sevenseven (D23) meet up with his teammate. A familiar female warrior, who looks like Myaxx (D23), who blue colored armor like her counterpart's armor and has her tentacles-like hair tied in two pigtail style. They both approached and readied to attack their opponents.

"Tennyson, we're giving you one last chance," Myaxx (D23) said sternly and firmly, "Surrender and return the Omnitrix to us at once or else…"

"Myaax?" Ben asked in surprised and concern.

Jack gulped in fear, "S-Since when did bounty hunter team-up with sociopath monster?"

"Normally, they don't," Kai (D23) said sternly and firmly. She readied with her bandaged Staff-Bo, "But if I'm right, they've been hired by High Intellectually for Ben's Hero Watch."

"Yeah, no kidding," Billy (D23) nodded firmly as he pushed the buttons on his watch. It then spread Nanites-like across his whole body, creating and forming the blue-colored battle armor. He sighed firmly, "Looks like he's serious now. He's not gonna hold back, this time."

"Oh yeah? So do we," Ben said firmly as he activated his Omnitrix, transforming into Fasttrack. He huffed firmly and determinedly, "We're gonna beat them for good!"

"Why would you use that guy? He's just a copycat of Speedyquick," Billy (D23) asked in disbelief.

Fasttrack smirked, "Buddy, Fasttrack got some tricks on his sleeves."

"I agreed," Rook said firmly while readied with his Proto-Tool's Blaster Mode, "Fasttrack is an adaptable and resourceful fast fighter. Let's do this?"

Fasttrack nodded proudly, "Yeah. Let's do it."

Myaxx (D23) narrowed his firm eyes while readied with her battle gauntlets, "You've been warned! Engage!"

Myaxx (D23), Sevenseven (D23) and Kamen Rider Gills charged and attacked Fasttrack, Rollway and their friends at once. Jack and Miko hid behind the bus-stop shelter. Kai (D23) and Billy (D23) battled with Myaxx. Rook engaged Sevenseven (D23), who was flying and firing his weapons at him. Both Rollway and Fasttrack are fighting off Kamen Rider Gills, who became very fierce and aggressive to fight back.

Feeling the punch on his face, Billy (D23) grunted in pain before throwing and rolling to the ground. Kai (D23) jumped and slammed her Bo-Staff on Myaxx (D23), who blocked the attack before kicked her off. She charged in as she used and engaged her Battle Gauntlet at Kai (D23), who used her weapon to deflect the attacks for couple of rounds. As they both continued parry against each other for couple of rounds, Billy (D23) managed to recover before blasted off and rammed her straight against the wall. He then activated his electrical gloves to strike on her. She barely dodged the attacks, though got bruise on left cheek. She gave a headbutt on his head before kicked him off. She charged and tried to swing a punch on him, but got blasted off by him. And at the same time, she grabbed and slammed her to the ground hard. She then swung and struck her facepalm on the head. She then elbowed on her gut, knocking her out.

Sevenseven unleashed the barrage of missiles an Auto Turrets at Rook, who barely dodged and evaded the blasts and explosion before hiding behind the car. The bounty hunter relentlessly continued firing his blasters and missiles on them. He quickly turned his blaster mode to pod launcher mode. He got up and fired his pod missile at the bounty hunter. He barely dodged and evaded three to four missiles' explosion until the fifth hit him on the chest. He dropped on the ground hard. Just as he recovered and got up, he found the Revonnahgander charged in as he engaged brawling with him. Sevenseven quickly armed with his long sword as he parried off against Rook's Proto-Tool Tonfa Mode, who firmly and blocked and deflect the attacks. As both continued parrying off the attacks, the bounty hunter has his shoulder's small hand to emerge to arm and fire his blaster at the Plumber Cadet's chest thrice before kicked him out. He tried to slam his sword but he quickly used his Proto-Armor's gauntlet to fire his Net Castor to capture his opponent. He then charged and slammed his Stone Cutter on him, injuring him to the ground.

Kamen Rider Gills roared out loud as he charged and attacked Rollway and Fasttrack, who barely dodged and evaded his ferocious attacks. Barely dodge the claws, the Cannonbolt lookalike tried to swing and slam his large claw on the armored alien, who firmly and fiercely endured and blocked the attack. And at the same time, he fought back very hard. Both of them continued punching at each other for couple of times until the rider charged and rammed him down. He wildly and angrily launched the barrage of punches on the Rollway until the feline alien kicked him off at once. He then swiftly and quickly attacked him by punching on chest and head for couple of times. Enduring the attacks, the monstrous masked rider knocked it off before ferociously and angrily attacking him. Both of them have been brawling ferociously and determinedly for couple of times before struck on each other's face. The monstrous rider kicked him before jumped and kicked straight at him. Luckily, Rollway came in to block and deflect the attacks before knock it off. Fasttrack jumped and kicked him off to the ground. Just as the monster got up, he ferociously attacked him but got blocked and struck back by the feline alien's Black Serpent-Dragon Attack Style. Kame Rider Gills' armor slowly began breaking apart and even injuring him. Fasttrack jumped and gave a swift kick on his face. This allowed Rollway, in his rolling mode, charge and rammed him off before slammed and bounced him to the ground hard.

"Nice one, Ben 23," Fasttrack exclaimed happily.

"Thanks," Rollway smiled happily.

Just as he transformed into his human form, a smoke bomb dropped on the floor near to his knee. It ignited the smokescreen, covering the whole area. Ben 23 and his friends coughed out loud for nearly inhaling the smell. Unbeknownst to everyone, a shadowy figure charged in and attacked them, injuring and bruising them to the ground.

As soon as the smokescreen dispersed, everyone is on the ground while the Johnny Darby (D23) or Vigilante stood in the middle. Jack and Miko gasped in shock and concern.

"Commander Darby?" Ben asked in shock.

"Oh. You're so going down, Vigilante!" Ben 23 exclaimed in angrily. Just as he was preparing to use his Hero Watch, he gasped in shock as he found a strange metallic device attached on right upper arm, "Hey! What is this?!"

"Isn't it obvious, hero?" Vigilante said dryly and darkly, "Your time is up. 30 seconds is enough for you to die."

"Dude. That has gone too far!" Fasttrack snapped angrily as he dashed in before swung and struck a punch on Vigilante straight at the wall. He turned to Ben 23's Time Bomb. He began pushing the buttons on it, "Gotta get the right combination to stop the Time Bomb!"

"Don't try it, hero!" Vigilante exclaimed in anger. He quickly grabbed and held Miko as his hostage. He aimed the blaster on her head, shocking everyone. He continued, "Step away from the kid now, Ben 10."

Everyone was in shock yet angry and annoyed for what he just did. Fasttrack snapped, "Are you crazy?!"

"You can't do this!" Rook exclaimed in concern.

"Do as I said…" Vigilante said darkly while holding tight on scared and worried Miko, "Or else…"

"Dad, don't!" Jack pleaded in fear.

Vigilante glared at Jack, "Shut up! You're a Cybertronian Clone for trying to distract me from my mission and revenge. Stop pretending to be my son, imposter!"

Everyone was shocked by how Vigilante or Commander Darby has said to his son. Jack was hurt and disbelieved of what he has heard.

"Mr. Darby, you're a horrible father!" Miko snapped angrily as she gave a headbutt on his jaws before punching him by guts, "Saying that to Jack is not cool!"

Vigilante managed to recover but slammed his fist on her to the ground. Seeing her hurt get made him boiled up, Jack jumped and slammed him to the ground. Both he and his friend quickly grabbed and held him to the ground.

"Fasttrack, hurry!" Jack called out firmly.

Fasttrack nodded firmly as he quickly pushed all kinds of button to get the right combination code while he has 15 seconds.

Jack and Miko hold Vigilante down as long as they can. Unfortunately, the former commander was stronger for them to hold as he managed to grab on Miko's and Jack's necks. He then pushed them to the ground. Rook and his team tried to help but Vigilante armed and aimed his twin blasters on two civilians.

Vigilante growled in anger, "Back away now. Or else these two imposters died!"

Just before anyone could do anything, Arcee's Motorcycle charged in as she transformed and kicked straight at Vigilante straight at the rest of his teammates. They tried to get up but halted due to Bulkhead stood before them. He aimed his twin Cannon Blasters at them.

"Don't even think about it," Bulkhead said angrily.

"Attacking the civilians?" Arcee asked in disgust yet anger, "The Commander Darby I know from my world won't approve of this."

"The commander is dead because of you destroyed my family!" Vigilante said angrily, "I would never forgive you robotic menace for that!"

"The Autobots did their best. And I'm truly sorry for that," Arcee said sympathetically.

Bulkhead nodded, "Yeah, me too."

"No, you're not," Vigilante snarled angrily.

As fast as he can, Fasttrack managed to get the right combination to open the Time Bomb restrain from his counterpart's upper arm. Only 5 seconds left, he quickly grabbed it before running and climbing up the tall building. Upon reach to the sky, he threw it up to the sky. At that moment, the time bomb exploded when it reached to zero. Though caught by exploding waves, Fasttrack managed to recover before running and climbing down the building to the ground.

Everyone was shocked and amazed by how quickly Fasttrack is to recover and escape the explosion. He panted heavily yet calmly before sighed in relief.

"You okay?" Fasttrack asked.

Ben 23 sighed in relief, "Yeah. You were right. Fasttrack is cool as Speedyquick."

Fasttrack smiled, "Told you so."

"ENOUGH!"

To everyone's shock and surprised, a large blue beam hit to the ground in front of Vigilante and his team. It the revealed themselves to be High Intellectually, Technorg (D23), Wildwheel and even Bludgeon. They're readied to fight.

Billy (D23) groaned, "Look who just showed up."

"High Intellectually…" Kai (D23) said dryly.

"That's High Intellectually?" Ben asked in surprised. He looked closely at the armor, "Wait a sec. I know that armor…"

Ben 23 clenched his fist angrily, "I've waited for this for a long time. Time to end this, jerk!"

High Intellectually scoffed, "As always, still immature and foolish as ever. But I agreed, time to end this! Engage!"

As commanded, Wildwheel fired his Twin Blasters at Arcee, who quickly flipped back swiftly and quickly to dodge the blasts. He then chased after her. And at the same time, Bludgeon charged and attacked Bulkhead, who parried the attack with his maces. Vigilante chased after the Autobots as he is armed with his weapons to engage them. Jack and Miko followed them as well. Kai (D23) and Billy (D23) engaged with Myaxx (D23) and Sevenseven (D23). Rook fought Kamen Rider Gills. Ben is dealing with Technorg (D23) while Ben 23 is now facing off High Intellectually, who remained calm and still as if he was waiting for the right moment to strike.

Kai (D23) and Myaxx (D23) engaged the second round of fierce fight. Both of them swung and slammed punches and kicks on each other swiftly and quickly for couple of times. Both of them tried swing and slammed their punches on each other's fist very hard, that knocked them aside hard. Myaxx (D23) recovered before jumped and kicked her off as she continued swinging and slamming punches at Kai (D23), who parried off the punches. Both Billy (D23) and Sevenseven (D23) were engaging firefight in midair. Just as the armored hero fire his five missiles, the bounty hunter fire his Auto-Turrets at them to explode before charge in and punched on his face five times before kicked him off. Just as he recovered, he activated and fired his Super Beam Laser to blast him off. The bounty hunter barely dodged the attack before firing the missile on him, knocking him off and dropped on Kai (D23) to the ground.

Just as they both recovered while standing on each other's back, they found Sevenseven (D23) and Myaxx (D23) surrounded them. They both charged in and about to finish them off. Billy (D23) and Kai (D23) to held on each other's arms as he began spinning around while she kicked on their faces and chest for couple of times. Just as she landed on the ground, she threw him straight at Myaxx (D23), whom he punched her to the ground. He then fired his Super Beam Laser to knock the bounty hunter off. Seeing them both defeated, they both gave each other a high-five.

Rook struggled to fight off Kame Rider Gills, who has proven to be very strong and fierce for him to handle. The monstrous rider viciously and aggressively punching on the Revonnagander couple of times before jumped and kicked him off. He now received bruises and scars on him. He grunted in pain while slowly getting up to face him. He roared out angrily as his boots' heel slowly formed curved spikes. He jumped up high while lifting his right leg on Rook, who barely yet painfully grabbed it before pushing him back. Rook took a deep breathe before charged straight at him. At that moment, he jumped and before kicked his Firestorm Kick at Kamen Rider Gills straight to the ground hard. The fiery footprint on the warrior ignited an explosion to knock him out. He was defeated.

Wildwheel continued firing his Twin Blaster at Arcee, who struggled to dodge and evade the blasts while trying to shoot back but got her blaster shot and destroyer. She grunted in pain. The Texan Cybertronian approached her. Just as he was about to open fire on her, she quickly and swiftly swung and struck her scythe blades on his chest thrice before jumped kick him. She was about to attack him. He quickly fired and shot on her left shoulder, making her drop to the ground. Just before he could do anything, Wildwheel got struck by two arrows on left side of upper chest, and then got kicked off.

Arcee grunted in pain while recovering. She looked up and found Rodimus Prime and Arcee (D23) helped her to get up.

"Thought you need a hand," Arcee (D23) suggested.

Arcee smiled, "Thanks."

Rodimus Prime glared at Wildwheel, "Never though you would show your face, Wildwheel. Here for the bounty."

"Indeed, I am," Wildwheel mocked. He then quickly fired his blaster at both Rodimus Prime and Arcee's shoulders. He smirked as he got up, "But I'm more for challenge. You're welcome to come and get blasted, partners!"

Wildwheel continued firing his blasters at three Autobots, who prompted to dodge and evade the blasts while retreating to the back of bus. Rodimus Prime continued firing his arrows at him. Arcee (D23) helped and repaired Arcee's blasters and injury, allowing her counterpart to assist and treat her injury. Due to his accuracy and swiftness in sniping down his enemies, they have been pinned down. Arcee looked around of her surroundings, analyzing on how they get over there to defeat him. Looking at the building carefully, she realized that this might be her advantage. She quickly climbed on the wall to the top. Wildwheel was still busy firing his blasters at them. She jumped and stomped him to the ground. Just as she gave two to three punches, he managed to block it before knock her aside.

Just as she recovered, Wildwheel grabbed Arcee by neck as he was trying to strangle. To his shock, he got his right hand cut off by Arcee (D23). He screamed in anger as he tried to slam his punches on her, who barely blocked and endured the attacks. He has his hand transformed into cannon to shoot her and her counterpart down to the ground hard. Before he could finish them, he got shot on chest by three arrows. He turned and found Rodimus Prime, who slammed a punch on his before struck some punches on him before using both hands to knock him by jaws hard. He turned and looked at two Arcees, whom he gave a wink at them. Arcee (D23) blushed while Arcee nodded firmly.

Bludgeon and Bulkhead have both fierce swordfight for couple of rounds. During the fierce duel, the Wrecker noticed how similar the Dimension 23 Bludgeon fights with him from last time, though he brushed it off because he's different counterpart. Just as he managed to ram it off, he was about to slam his mace but the samurai-like Decepticon managed to kick him off. He was about to strike him down but blocked by Springer (D23)'s sword while Ultra Magnus (D23) swung and slammed his Magnus Hammer to knock him off.

"Thanks!" Bulkhead said in relief.

"Thank us later after we kick his tailpipe!" Springer said excitedly.

Ultra Magnus nodded, "Agreed. Do not hold back! Let us show the bounty hunter of what it means to come across the Wreckers!"

Bulkhead smiled warmly, "Cool! Let's wreck them!"

Three Wreckers gave the battle cry as they charged and attacked Bludgeon, who firmly and ferociously blocked and deflected their attacks. Despite being outnumbered by his enemies, the Decepticon Warrior remained firm and strong to block and deflect the attacks which fighting back against his opponents, with the help of his Metallikato Style. Just as Ultra Magnus (D23) and Bulkhead swung their weapons on both sides, he blocked them firmly with his twin swords. Springer (D23) charged in as he tried to strike him down. Instead, he blocked and pushed the weapons off, he blocked his opponent's attacks before pushed them off. He charged in as he swung and struck his sword at the Wrecker Commander, who got surprised and struggled to withstand him until he got tripped to the ground. He almost lost his head if not for Bulkhead, who blocked and fought back against him. Bludgeon firmly parried off against the Wrecker for couple of rounds. Just as they have clashed for the moment, the Wrecker struck his maces on guts and tried to ram him but got grabbed and thrown straight on the building. He turned his attention to Ultra Magnus (D23), who remained firm and stern to face his opponent. They both engaged a fierce duel for couple of times. Unfortunately, the Decepticon was very quick and swift enough to injured the Autobot Commander to drop on his knee. He was about to finish him if not for Springer (D23)'s helicopter mode to fire and shoot down on him, which shot on his left waist. Bulkhead jumped into the fight as he swung and struck his mace on him before thrown at Ultra Magnus (D23), who activated and swung his Magnus Hammer's electrical shock at him off straight at the abandoned warehouse. The Wreckers sighed in relief that they managed to defeat their opponent.

Just as the Autobots were taking the breath, Springer (D23) got blasted and shot by shooting dart, which shocked and electrocuted him for the moment. One-by-one, the Autobots got shot and electrocuted before falling to the ground hard. They all groaned and moaned in pain while trying to move. They have been paralyzed. They especially Arcee looked up and found Vigilante stood before him. He removed his mask, showing his angry face of Johnny Darby (D23).

"J-Johnny…" Arcee said weakly and painfully.

Arcee (D23) groaned in pain, "P-Please… Don't do it…"

Johnny Darby (D23) sighed firmly, "For three years… I've been waiting for this… For a long time. I finally have revenge on you all Transformers. First the Autobots, and then the Decepticons. My family will be avenged."

Arcee groaned in pain, "If it's the revenge you want, take it out on me. Not them."

"Arcee!" The Autobots exclaimed in concern.

"No! Take mine! It was my fault!" Arcee (D23) pleaded, "Don't take her life!"

"It doesn't matter. I will take all of you!" Johnny Darby (D23) exclaimed angrily. Just before he could finish them, he found Jack and Miko arrived as they held their hands out to defend their friends. He groaned, "You again. Get out of my sight! Now!"

"No!" Miko exclaimed angrily, "We won't!"

Johnny (D23) groaned in anger while readied with his weapon, "I won't hesitate to shoot you! And I will kill you for trying to be pretend to be my son!"

Though intimidated, Jack remained firm and stern as he spoke, "You know if your son were alive and see you like this, he will never approve it. He will defy and stop you doing this!"

Johnny (D23) growled in anger, "You don't know what my son wants! Don't you dare use him against me!"

"I am not," Jack said firmly and seriously. He breathed firmly, "I am Jackson Darby, son of Commander Johnathon Darby! No matter what happens, my father would never blame or take revenge on the people and even Bots, who risked their lives to defend our world and peopleThey were his friends and brothers-in-Arms. He will never sacrifice his honor, moral and love! And above else, he'd rather do it the right thing than wrong thing! I am my father's son!"

Hearing the words shocked and surprised Johnny (D23), he recalled the words he has said and to his own son about what it means to be a good soldier. He has never told anyone or even the Autobots about it.

Jack continued firmly while glaring at him, "Commander Darby, I'm asking you now. What you must do? Are you willing to kill me to get revenge or do the right thing? If you son is here, will you take that risk?"

Shocked yet angered by Jack's determination and resolve, Johnny (D23) was shockingly conflicted and uncertain of what to do now. He really wanted to take revenge but his words haunted and reminded him of how much he missed his family and proudly claimed that the Autobots were his friends. As he looked at Jack, he found a young son has taken in its place while showing pleading and scared looks.

By looking at him, Johnny became much more conflicted yet hurt and heartbroken to think about revenge. He screamed in pain and agony before dropped the weapons. He dropped on his knee before crying in tears and agony. This shocked and surprised everyone to see him like this. Jack remained calm and firm as he approached to check on him. Instead of comforting, Johnny grabbed and hugging him while crying in tears and pain as he muttering 'forgive him'.

Everyone was shocked and amazed by Jack's able to stop and talk some sense into vengeful Johnny. But at the same time, they also sympathize and pity him too.

"That was hardcore, Jack…" Miko said in amazement, "H-How did you do it?"

Jack shrugged a bit, "I said what my father told me before about being a good soldier."

Arcee sighed calmly, "While I don't approve the idea of you trying to stop him, but you did good to make him to see the light."

Jack smiled a bit, "I'm just glad that he hasn't forgotten about his teachings to his own son…"

Ben and Technorg (D23) are now facing off at each other. They haven't started the fight yet but looking and glaring at each other.

"Are you ready to face me?" Technorg (D23) asked firmly yet humbly.

Ben shook his head, "No. I won't fight you."

Technorg (D23) was annoyed and furious as he demanded, "You dare to refuse the gladiator?! Coward! What kind of hero are you?!"

"No, don't! Stop!" Ben exclaimed in concern.

Technorg (D23) roared in anger as he charged and swung his Warhammer at him. He barely dodged the attack while accidentally transformed into a familiar muscular Detrovite, who worn a sleeveless white jump suit with greenish with greenish stripe in middle, black glove, black and white pants with greenish knee pads, greenish and white pattern on his head and armed with a mechanical mace.

Ben-Detrovite gasped, "Oh no! No! No! No! Not this form! I can't use this form!"

"Excuse me?!" Technorg (D23) exclaimed in anger and fury. He growled as he armed with his Warhammer, "You dare insulted me! Are you saying my form is useless?!"

Ben-Detrovite panicked, "I-It's not that! It's-!"

Technorg (D23) screamed in anger as he slammed his Warhammer on Ben-Detrovite's face. He grunted in pain while recovered from the surprise attack. He then found his former friend's counterpart swung and slammed his Warhammer at him. He quickly swung his mace to block the attack before pushed him back. Both Detrovites engaged a fierce duel with each other. Technorg (D23) aggressively and ferociously swinging and slamming his Warhammer at Ben-Destrovite, who struggled to fight back due to him not wanting to fight and harm him. He doesn't want to kill his friend again.

"Please, stop the fight! Technorg! Just stop!" Ben-Detrovite pleaded. Technorg (D23) ignored and continued battling him. He struggled, "I didn't mean to insult you! I just don't want to fight because you look like my friend."

"Then why did you insult me about taking this form?!" Technorg (D23) demanded while fighting Ben-Detrovite. He continued, "This is most certain that he will be offended of how you talk about it!"

"I didn't mean that! Really! I just can't bear to use his form!"

"Why is that?! Are you insulting me of my form is weak and pathetic to use?!"

"No! That's not true! That's not true!"

"Then, what is it?!"

"I-I can't! I just can't!"

"Why?! Why are you afraid to use him?! Why do you even fear to fight with me when Ben 23 does not?! What are you afraid of?! Why do you fear me?!"

"Because I don't want to kill you!" Ben-Destrovite screamed in guilty, surprising Technorg (D23). He continued, "I let my best friend Technorg died because of me! If only I had been very strong enough to save him, then he would be still here! That's why I don't deserve to use his form! I betrayed and let him killed! It was my fault!"

"RUBBISH! UTERLY RUBBISH!" Technorg (D23) exclaimed in anger as he swung and slammed his Warhammer at Ben-Destrovite. He groaned in pain while still recovering. Grabbing him by neck, he snapped firmly, "He died not because of you! He died because he believed and have faith in you! He died because you were his friend! He let you take this form because you would honor him and his sacrifice for you! He wanted you to know that he's fighting beside with you, in spirit or in heart! Your Technorg will always be with you since his death!"

Surprised and stunned by his words, Ben-Detrovite spoke in astonished tone, "Technorg…"

"Don't you think it's time to let go of your guilt over his death?" Technorg (D23) asked firmly, "In fact, it's time to honor him now, by accepting this gift he gave you…"

After carefully consideration, Ben-Detrovite sighed firmly, "Yes. You're right about that."

Just before he could do anything, Ben-Detrovite swung and knock his mace at Technorg (D23). Just as he recovered, he found his opponent's counterpart is armed and readied for the fight. He smirked proudly as he now expecting a true fight. He charged and engaged a fierce duel with him. Both of them parried against each other through the use of their weapons and sheer might. They have given all the best to fight and beat each other until one of them have fallen. Couple of rounds have passed, both sides have slowly shown fatigue and exhaustion from fighting. They readied with their weapons, preparing for the final strike. Just as they both charged, Technorg (D23) swung his hammer at his opponent. But to his surprise, Ben-Detrovite dodged down before charged and slammed his mace at his former friend's face, throwing him straight to the ground.

Technorg (D23) groaned in pain before looking at Ben-Detrovite stood before him. He sighed firmly, "That was quite the battle we have. Well done."

"Thanks to you, Technorg," Ben-Detrovite said humbly, "I owe you one."

"You don't owe me anything." Technorg 2.0 said humbly, "Now, what will you call this form?"

"Technorg… Technorg 2.0," Technorg answered firmly.

Technorg (D23) smiled, "Well then, I'm sure my counterpart would approve of this…"

High Intellectually is facing Ben 23, who activated his Hero Watch to transform into the form of black-gray colored Shocksquatch-like, which his uniform is covered in blue and white color. Just as the armored leader used and fire his staff at him, he quickly dodged and evaded the blasts before charging straight at him. Closing to his target, he readied with his electrical fists before giving couple of beating on him before unleashing his electrical shock on it. This caused the armor explode before falling on its back hard.

"Hah! How do you like that?! Electricyeti got you now!" Electricyeti exclaimed proudly. He then grabbed and tore the door apart. He smirked, "Time to see who's inside the armor."

After the fierce fight, everyone was gathered at the scene, where they found Electricyeti held the grip of a familiar Galvan Elder, who worn black spacesuit with cyan colored stripes. This shocked and surprised Technorg 2.0 and Rook.

"AZMUTH?!" Technorg 2.0 and Rook exclaimed in concern.

Charging up with his electrical energy, Electricyeti smirked while glaring at frightened Azmuth (D23), "Alright, pal. Time to make you pay! You're gonna wish that you should have-!

"Ben, stop!" Technorg 2.0 screamed firmly as he charged and rammed Electricyeti out. And at the same time, he quickly caught Azmuth (D23) with his hand. He sighed, "That was too close…"

Eletricyeti grunted in pain before transformed back to his human form. Ben 23 demanded, "Why did you do that for?!"

Transforming back to his human form, Ben scolded sternly, "You almost killed the guy, who created your watch! Azmuth is not the bad guy!"

"W-Wait! What?!" Ben 23 asked in disbelief and shocked.

"Indeed, it's true. I am the creator of the Omnitrix that you're wearing," Azmuth (D23) said sternly and firmly. He hopped on Ben 23's hand, where he quickly deactivated the Hero Watch. He took it out. He glared at him with frown, "You're rich and helped people already but you have gone too far. This is far as you go with it!"

"Hey! Give that back!" Ben 23 snapped angrily.

Ben 23 tried to grab but Azmuth (D23) hopped to Kamen Rider Gills, who growled and snarled at Ben 23 to back off. Luckily, Kai (D23) and Billy (D23) came to his air and readied for the fight.

"Kamen Rider Gills, stop threatening the boy!" Azmuth (D23) said sternly, prompting the monstrous rider to stop. He turned and looked at Ben 23, "Kid, the Omnitrix was meant for your grandfather, not you."

"W-What?" Ben 23 asked in shock and concern. His friends were in shock and surprised as well. He looked at Technorg (D23) as he asked, "I-Is this true?"

Technorg (D23) looked away in shame while nodded, "Yes. Azmuth sent me, Agent Xylene and Agent Shard to deliver it to your grandfather. Unfortunately, Vilgax follow us to the Earth. By the time we got there, he attacked us and killed both of my friends. I tried to give the Omnitrix to your grandfather but he chose to fight and kill Vilgax by himself. He asked me to defend his family."

Ben and his team became shocked and concern. Ben asked in fear, "D-Don't tell me?!"

Technorg (D23) nodded in confirmation, "Yes. But at the cost, Max Tennyson fought bravely to the end. His cousin – Gwen was put in comatose. His family were badly injured."

"I-I was so angry and upset for what that monster has done to my family especially Gwen and Grandpa Max. So. I used the Hero Watch to kill Vilgax for good," Ben 23 said in emotional tone with tears forming on his eyes. He sniffed tearfully, "But… That day… It changed me…"

Technorg (D23) nodded firmly, "I stayed with them as their guardian to help and keep them safe. And of course, I helped train him and partner with him to battle the evil forces for nearly three years."

Realizing why Ben 23 became rich and famous in the first place, Jack spoke, "You became like this, so you can earn more money to save your cousin?"

Ben 23 nodded sadly, "Yeah. I tried to find the best hospital to help and save Gwen but none of them can help. There's no saving her now…"

"Not true," Technorg (D23) disagreed, "In fact, Azmuth has the medical technology that could revive her."

"WHAT?!" Everyone asked in disbelief.

"W-Why didn't you tell me?!" Ben 23 asked in disbelief.

"I've asked Azmuth to help but…" Technorg (D23) said in guilt before sighed, "But he refused. He demanded me to get the Omnitrix back before he could provide the medical treatment. I've seen you suffered too long to lose another family member, my friend. That is why I tried to take the Omnitrix from you, so I can get the medical treatment for your cousin. I tried to reason with you but you're too angry to listen to me."

Ben 23 was stunned and shocked, "You really risked this to save Gwen?"

"Indeed, he did," Azmuth (D23) said firmly and dryly, "If you had listened to him, we wouldn't have dragged this fight for long…"

Ben 23 looked ashamed and guilty for being stupid and almost killed the guy that can save his cousin. He groaned in frustration before dropped on his knee. He shed the tears of sadness and pain. Kai (D23) approached and gave him a comfort hug while Billy (D23) patted on his back.

Azmuth (D23) turned and looked at Ben as he noticed on his left wrist that has Omnitrix on it. He asked, "What of you? Have you suffered the same fate as Ben 23?"

"No. My Azmuth let me keep the Omnitrix. But I still got Grandpa Max to help and watch my back when I was kid till now," Ben said calmly. He sighed, "I owe him so much for getting me this far…"

Ben 23 looked upset and annoyed, "I wish mine was alive and be there for me…"

Ben approached and held Ben 23's shoulder, "I get that you wanted to help your family, kid, but you've gotta know when to draw the line and not cross it. And also, not all alien invaders and supervillains are really bad and evil. Some are good, just like Rook."

Ben 23 sighed, "I-I don't even know which one is good or another is bad. I don't know where to start…"

"For instance, kid, you can start with us," Azmuth ((D23) said calmly. He and his team stood before him. Placing the Hero Watch Ben 23's hand, surprising the boy. He continued, "Technorg spoke highly of you so much. He believed that you have great potential to be a hero."

"Really?" Ben 23 asked in surprise.

Azmuth (D23) sighed, "I had my doubts. But he is insistent me to do so. So, I reluctantly agreed. You will need a proper guidance to help you. But only if you're willing to listen and learn. And not to think about getting money and attention."

With his teammates standing beside him, Technorg (D23) smiled warmly, "All of us are here to help you. You can always count on us to help."

Rodimus nodded, "We Autobots be happy to help as well. Earth is also our home too. Optimus entrusted us to help and defend it. You just need to ask."

"So are we," Billy (D23) said cockily.

"You're not alone, Ben," Kai (D23) said calmly while holding her boyfriend's hand, "We'll be with you."

Touched by his friends' support and help, Ben 23 sniffed a bit with tears of joy, "Thanks guys. I owe you all one."

Azmuth (D23) smiled, "And don't worry, Ben. Gwen Tennyson will get all the help she needs. Galvan Medic will help her get better. I assured you."

Everyone chattered happily with Ben 23, who smiled warmly and happily. Ben and his team smiled warmly and happily to see everything's alright especially young counterpart of Ben Tennyson and bitter version of Johnny Darby see the light of errors.

"Glad that everything's cool," Miko remarked happily.

Ben nodded while looking at his Omnitrix, "Yeah. It's cool. We learned a lot from this world. Like letting go of the past that you feel guilty about, so we can move on. And also, we've gotta appreciate our friends and family for being there for us and help us a lot."

Jack nodded with a smile, "Yeah. It's a good lesson. For both of us."

"Really?" Rook asked in surprise.

Understanding Jack and Ben's meaning, Arcee smiled warmly, "I agreed with them. Both of them learn two lessons from this world…"

BEEP! Ben turned and looked at his Omnitrix as he answered the call, "Y-Yes?"

"Ben! Thank goodness, we've reached you! We got good news and bad news! Good news is that we sort of or managed to fix the generator! We can go back home!" Bluckic said happily.

"Bad news is that we're gonna be mobbed by police!" Professor Hokestar screamed in fear.

"No thanks to Hokestar's malfunction mask and scared the old lady! And now, the cops are all over us!" Driba screamed in fear, "We're Trapped! HELP US!"

Everyone groaned in annoyance to hear that latest report. Bulkhead facepalmed, "And the moment is ruined…"


With the help pf Rodimus Prime and his team including Arcee and Bulkhead, they transformed into their vehicular modes for everyone to hop in. They all drove all the way to Mr. Smoothy Outlet, where it was completely surrounded by the army of police forces and SWAT Team. They're all armed and readied with their weapons as they're prepared to barge in and take care of the 'aliens'.

Ben 23 climbed down from Rodimus Prime's RC Truck. He quickly moved to the front of police forces as he exclaimed, "Officer Orenstein, stop! These aliens are not danger to anyone! I can vouch for that!"

"Are you sure, Mr. Tennyson?" Officer Orenstein asked in concern.

Ben 23 nodded, "Yeah. These guys are the friends of my older twin lookalike, like Rook."

Officer Orenstein was having doubts before nodded firmly, "Understood." He reached out his police radio, "All units, stand down. Everything is alright. I repeat, everything is alright."

As commanded, the police force lowered down their weapons as commanded. Ben 23 and the rest of his friends sighed in relief that the fight has been avoided in time.

Ben smiled, "He's learning. I'm sure he'll be a good hero."

Technorg (D23) nodded in agreement, "Indeed. This is his first step to become one."

Azmuth (D23) sighed, "I really hope it goes well after this point."


As soon as the police force returned to their duties, everyone but the Autobots went to Mr. Smoothy. Azmuth went to the back of kitchen-store, where he helped Bluckic and Driba to check and fix the dimension generator. Professor Hokestar prepared Mr. Smoothy Drinks for his first-time customers to try and drink.

"So… How is it?" Professor Hokestar asked hopefully.

Ben hummed calmly, "Not bad. Not close enough to the regular Mr. Smoothy Drinks I used to drink. But it's good."

"Yeah. After three or five times, you get used to drink it. I'm getting used to it now," Ben 23 remarked happily.

After drinking her Mr. Smoothy, Miko groaned in disgust from it, "He's definitely Ben's counterpart. Who else can stand with this kind of weird drinks?"

"No clue…" Jack shrugged a bit. He turned and looked at Johnny Darby (D23), "So, what will you do now?"

Johnny Darby (D23) sighed, "Going to jail. That's what I'm going to do. I did commit so many crimes against both Cybertronians and the people, who sympathize and support them. All this for my revenge."

"D-Dad…" Jack said sympathetically.

Drinking his Mr. Smoothy, Johnny Darby (D23) patted Jack's head, "Don't worry about me, kid. I'll be fine. I survived both the war and the worst."

"On contrary, Commander Darby," Myaxx (D23) spoke firmly, "I've already spoken with the authorities to release you from prison. You are still working for us since you're now part of Plumbers."

"Really? Thanks, Myaxx. For helping him out," Jack said in relief.

Johnny Darby (D23) sighed a bit, "Well, it's a start."

"Seriously?" Billy (D23) asked in disbelief, "You guys work for toilets?"

"Uh, no. Plumbers are both supernatural and galactic enforcement units to handle the dangerous situation." Kai (D23) explained. Everyone looked at her, with surprised looks. She cleared her throat, "I'll explain later."

Azmuth and two Galvan Assistants emerged out from the kitchen store. He spoke calmly, "We've fixed the problem with the generator. The odd thing about it is someone put both the gas and brake at the same time to activate the machine. Who in the right mind think like that?"

Professor Hokestar groaned, "That was the last time I ever bought that gizmo from …"

"Either way, Azmuth, do you think you can watch over him?" Ben asked calmly.

Azmuth (D23) sighed, "Well, I do not enjoy babysitting young and immature tadpoles like this youth. But I'm willing to help and see how far he is to become a hero."

"Thanks," Ben 23 thanked happily. He turned and looked at Ben, "Don't worry, I'll be a better hero. No more alien-hating or taking out some supervillains now."

Ben smirked, "You'd better be or else I'll kick your butt. Make a good example for the world."

Ben 23 gave a thumbs up, "You got it."


Outside of Mr. Smoothy Outlet, Arcee and Bulkhead were talking with Rodimus Prime and his team.

"Thanks for help us out with the situation," Arcee said warmly.

Rodimus Prime smiled as he shook Arcee's hand, "No. Thank you for helping me to let go of my pain and guilt. I'm still haunted by it but I promised Prime that we will defend the world and work together with humans and Decepticons for better."

"That's good to hear." Bulkhead commented, "And no worries, if you have problem, you will always have the team to back you up."

Looking at his team, they smiled warmly and proudly at him. Rodimus Prime smiled, "Yeah, I do."

"Hey, Arcee," Arcee called, getting Arcee (D23)'s attention. She continued, "If you really liked him, asked him for the date. Spend time together on your break, otherwise, you might regret it."

"W-What?!" Arcee (D23) panicked and flustered in red, "I-I-I don't know what you're talking about?! Rodimus and I are just friends! Really!"

Arcee patted Arcee (D23)'s shoulders, "Don't be afraid. I know you like him. And I'm sure he likes you."

"R-Really?"

"Yes, Arcee. Just ask him out. He will accept it."

"W-What if he doesn't?"

"He will. I'm sure he likes you."

Still nervous and worried before sighed in defeat, Arcee (D23) muttered in concern, "I-If you so insist."

Arcee (D23) approached and talked with Rodimus Prime about going out together like a date. To her surprised and amazement, he agreed with a nod. She turned and looked at Arcee, who smiled and nodded approvingly that he really likes her.

Both Arcee and Bulkhead turned and looked back as they found Ben 23 and his team are coming out. Ben and his teammates were there as well. They all nodded that the machine's working properly. Ben and his friends waved goodbyes to Ben 23 and his teammates. All of them including the vehicular modes of Arcee and Bulkhead moved into Mr. Smoothy outlet. It then teleported off, returning to Mainstream Prime Universe. At the same time, the bruised Bludgeon has witnessed everything. Felt the pain on his chest from the battle with the Wreckers, he grunted as he tried to endure it. He quickly used his Dimension Projector to summon the portal for him to enter and return to his universe.

Suddenly, something or someone teleported in front of everyone. He revealed himself to be Bludgeon, who looked like a pirate with same color, worn a pirate hat and has an eyepatch on right, instead of samurai.

"Arggh! Matey! Here I am! Captain Bludgeon is here! I'm ready for a daring fight!" Bludgeon (D23) exclaimed happily in Caribbean Accent. Everyone looked shocked yet dumfounded by his appearance. He looked confuse as he asked, "What? Did I miss something, mate?"


Teleported back to Mainstream Prime Universe, Mr. Smoothy appeared at the Street of Pugsley and Klein within Bellwood. Just as Ben and his friends emerged out, they were surprised to find Rustbucket-2, Optimus Prime and even Bumblebee were at the scene. No public in sights as well, thanks to Agent Fowler clearing the area. This prompted the Autobots to transform into their robotic form. Grandpa Max, Julie and Tetrax climbed out from the RV.

"Grandpa! Julie!" Ben exclaimed happily.

"Ben!" Julie exclaimed happily. She rushed towards him. She gave Ben a warm hug. She sighed, "I was so worried about you! Grandpa Max told me that you guys went missing. What happened?"

Departing from hugging, Ben chuckled a bit, "It's a long story."

"I hope it's a good one. Do you have any idea how worried your parents and I are when you just went off and disappeared?" Grandpa Max said sternly. Before he could continue, he noticed Ben's smiling warmly at him. He asked in confusion, "Huh? Why are you smiling like that?"

Instead of answering, Ben approached and gave a hug to his surprised grandfather. He remarked, "It's nothing really, grandpa. Just appreciating for what you've done for me. And sorry for the argument we have earlier too."

Though not very sure of what's going on, Grandpa Max smiled warmly while hugged back, "It's okay, kiddo. In fact, I'm also sorry too. I know you did good job with wielding the Omnitrix and also sensitive about Technorg's death."

Ben smiled warmly while looking at him, "I'm really okay, Grandpa. And you know what? I decided to stop blaming myself for Technorg's death, and start using his form to honor him."

"Really?" Grandpa Max asked in surprise. Ben nodded his head. He chuckled a bit, "Well, I'm glad to hear that, Ben. If you're really in pickle, then you know how to call."

Ben smiled warmly, "I will. Glad to have you to cover my back."

Grandpa Max smiled, "Always, kiddo."

Watching how Ben and Grandpa Max reconcile, Jack gave some thoughts. He turned and looked at Arcee, "Arcee, I've been thinking. We should visit our dad's grave for paying respect. Mom, Uncle Will and others should join too."

"Really?" Arcee asked in surprise.

Jack nodded, "Yeah. Just wanna thank him for watching over us, even though he's gone."

"I wouldn't mind it," Arcee said calmly. She turned and looked at Optimus Prime and Bumblebee approached them. She saluted, "Optimus, sorry for making you worried about us."

Bulkhead nodded a bit, "Yeah. It's another crazy adventure for us again."

"I am certain you will tell me when we return to base." Optimus Prime said humbly. He noticed Arcee looked at him, prompting him kneel down and asked, "Is something wrong?"

Arcee shook her head before approached and hugged him warmly, "It's nothing. Just promise me not to sacrifice your life for us. Just let us help you with your burden."

Though uncertain and confused of Arcee's meaning, Optimus Prime hugged her in comfort, "You have nothing to worry about, Arcee. I will always count on you and others. We are, after all, a team and family as one."

Tetrax looked around of his surroundings as he asked, "Where's Guan? I thought he was with you."

Rook was surprised as he answered, "What? No. We didn't see him. He wasn't with us."

"I-I'm here!" A familiar voice called out.

Everyone turned and looked on the right, where a familiar figure emerged out from his damaged Plumber Tank. He dropped on the ground hard. The Plumber Medic, Tetrax and Rook approached and checked on him.

"Master Guan! Are you alright?!" Rook asked in concern.

Guan groaned in pain, "I-I'm fine. Just a scratch."

"More than scratch. You and your tank took some serious beating," Tetrax commented while looking at how badly damaged the Plumber Tank is. He asked, "What happen?"

Guan groaned in pain, "I was ambushed by Fisttrick and his punks. I was able to endure and fend them off. They're stronger than I thought."

Surprised that Fisttrick was able to defeat Guan, Rook hummed in concern, "Yes… I was surprised."

The Plumber Medic were checking and treating his wounds. The Plumber Troopers were towing and moving the Plumber Tank to the Headquarter for repairs. Rook can't help but feel think about how could Fisttrick is able to defeat Guan when the latter has proven to be a powerful warrior from Skull Tribe.

"Something is not right. No ordinary human like Fisttrick would able to defeat Guan. And from the looks of his injuries, I do not believe the gangsters are capable of this but something or someone strong enough to do that." Rook thought while observing Guan's wounds. He hummed in concern, "Whatever the case, something tells me that Guan is not whom he seems to be. I have to find out who he really is."

END…

Review and Suggest…

Main Casts:

Johnny Yong Bosh: Ben Tennyson/Ben 10

Tara Strong: Ben Tennyson/Ben 23

Bumper Robinson: Rook Blonko, Officer Orenstein

Sumalee Montano: Arcee,

Kevin Michael Richardson: Bulkhead

Judd Nelson: Rodimus Prime (D23)

Josh Keaton: Jack Darby

Tania Gunadi: Miko Nadakai

Travis Willingham: Technorg (D23), Technorg 2.0

Christian Bale: Johnny Darby (D23)/Vigilante

Minor Casts

Paul Eiding: Max Tennyson, Bluckic

Greg Abbey: Bludgeon, Kamen Rider Gills

Charlie Adler: Professor Hokestar

Eric Bauza: Driba, Freeze Lizard

Jess Hernell: Ironhide

Arif S. Kinchen: Jazz

Andre Sogliuzzo: Sideswipe

Jeff Bennett: Azmuth (D23), Ultra Magnus (D23), Soundwave (D23)

Susan Blu: Arcee (D23)

Neil Ross: Springer (D23)

Danny Cocksey: Billy Billions (D23)

Bettina Bush: Kai Green (D23)

John DiMaggio: Will Harangue (D23)/Announcer,

Vanessa Marshall: Myaxx (D23), Shadow Striker (D23)

Dee Bradley Baker: Sevenseven (D23), Echo Echo, Ampfibian

Patrick Seitz: Wildwheel (D23)

Fred Tatesciore: Humungousaur/Ultimate Humungousaur, Rollway

Michael Rosenbaum: Feedback

Richard McGonagle: Four Arms

David Kaye: Mach Gallop, Electricyeti

Jason Spisak: Fasttrack

Cameo:

Keith Ferguson: Overlord

Mark Ryan: Lockdown

Kelly Hu: Julie Yamamoto

Dave Fennoy: Tetrax Shard

Peter Cullen: Optimus Prime

Frank Welker: Megatron, Mr. Wyatt

Keith Silverstein: Swindle

Chris Patton: Doubledealer

Rob Paulsen: Bludgeon (D23)