DISCLAIMER: I DO NOT OWN BEN 10, AVENGERS EMH OR ANYTHING THATS RELATED. ASIDE FROM A FEW TOYS AND COMICS, BUT THATS NOT THE POINT HERE.

Well here it is people. The final chapter of the Kang arc. Its been a long and extreamly slow process getting here. And for that I apologise. But I delivered on my promise and I present to all of you.

So sit back and enjoy the show... chapter... whatever, just enjoy.


Chapter 19

The Kang Dynasty

War is not a pretty thing. In most movies and TV shows, they tend to make it out to look like fights for glory in which the heroes always come out on top. But the reality is that war is a horrible sight to behold and now the whole world is seeing the truth for themselves.

Kang the Conqueror, time traveling War Lord from the future. Had come back in time, bringing with him an army of nigh unstoppable war machines, intending to conquer the world and eliminate Ben Tennyson in order to save the world from an impending disaster in the near future. Unfortunately for him, the Avengers did not like those options and so began the war. And despite the overwhelming odds, the Heroes did have one advantage.

They have found Kang's command ship. Now it was time to take the fight to him.

Currently the Avengers had retreated back to the mansion in order to prepare for their confrontation with the Time traveling War Lord. The Team were on their way to the Quinjet hanger, riding in the dimly lit elevator, when they received a call on their communications.

"Fury to Iron Man." The Director of SHIELD spoke. "We're out of time. Kang's forces have taken over 3/4 of the planet, and for every city we're holding, four more fall."

"Are you calling just to give me a pep talk?" Iron Man quipped back, trying to keep up the visage to hide how nervous he really was.

Fury however was in no joking mood. "No, I'm calling to tell you that the base you found is on the move. My people are reading a massive energy build up. That thing is gonna fire. And I'm guessing that when it does, it's not gonna be pretty."

That news was enough to make everyone present nervous. The stakes were already high enough without adding a super weapon into the mix. Regardless the Superheroes were able to keep their cool as Iron Man responded.

"Understood, Fury. We're on it."

At that moment, the elevator stopped and the door opened, letting the light of the hanger flood in illuminating the newly outfitted Avengers.

When Iron Man reported that Kang's command ship was in space, the Avengers made the necessary preparations for a trip like that. Iron Man was wearing his Space Armor, a maroon coloured armor with silver on the upper arms, legs and faceplate. Standing behind him, each Avengers was wearing a similar coloured suit, only each one was specifically tailored to their original costume designs. Except for Hulk, since he did not need a suit to survive the vacuum of space, he simple wore a high-tech oxygen mask, which connected to an oxygen tank on his back. Ben wore a suit like the others, with an opening on the left wrist to allow him to access his Ultimatrix and with a black 10 present on his suits chest.

The Avengers marched together with clear determination on each of their faces as they made their way towards the Quinjet. As the marched, they passed by a squadron of six Ultron robots, who lined up evenly on either side of the platform like soldiers standing at attention for their superiors.

The Team quickly entered the Quinjet and took their seats. Iron Man sate in the pilot seat with Captain America sitting in the co-pilot. The Iron Avenger typed in the command code and the Jet lowered into the water and blasted out of the launch bay and out of the water into the sky towards the upper atmosphere. Behind it, the Ultron squadron flew alongside in a V formation, like a fighter escort.

The sound of the Quinjet rattling as it shot into the sky at incredible speeds was all that was heard as the Avengers sate quietly in their seats. Each of them lost in their own thoughts about the mission to say anything. Ben was nervously tapping the metal tips of his suits figures together as he sat in his seat. He thought after all the times he'd saved the world from alien invaders, he'd be used to the whole situation. But it was a feeling that would never go away for him, he knew the stakes and what was at risk should they fail. And even after all the things the Avengers had told him. Ben couldn't help but feel responsible for all this happening. The Teen Hero quickly shook those thoughts out of his mind. This was no time to play the blame game. He needed to focus on stopping Kang, he was the one threatening the world, not him.

After a few more minutes of flight, Captain America turned to Iron Man.

"How much time do we have?" He asked.

But before he could get a response the Super Soldier noticed a light shining out the windscreen in front of them. Soon the light became too intense, forcing the occupants inside the aircraft to shield their eyes as Iron Man swerved the Quinjet out of the way as four massive beams of green light shot down from the sky.

"Not enough." Iron Man stated as he looked at the light beams.

"What is it?" Wasp asked as she tried to blink the spots from her eyes.

Hawkeye, having recovered quicker, opened the window blind next to him so he could observe the light beams from his angle. To the Archers shock, he noticed the beams were tracing along the ground and converging on Avengers Mansion.

"It's a targeting beam like a laser sight. A really, really big one." Hawkeye reported.

It didn't take the Avengers long to realise that this must be the super weapon Fury warned them about earlier. Apparently, Kang was not wasting any time bringing out the heavy artillery.

"Can you tell where it's aimed, Tony?" Ben asked from his seat, even though in the back of his mind he had a pretty good idea what the target is.

"Uh, yeah, at us." Iron Man said, confirming the Teens suspicion.

Upon hearing that, Ant Mans eyes widened. "But we're right over the city. A blast that size will destroy everything."

Ben then turned his head towards the Size changing hero with a stern expression. "I don't think Kang cares about collateral damage, Pym. He wants us gone, no matter who pays the price."

Suddenly the Alien Avenger flinched as a powerful torrent of wind suddenly blasted him in the face along with the other occupants in the Jet. The Heroes all turned to see Thor standing in front of a open door, Mjolnir in hand.

"Nay." Was all the Asgardian said before he jumped out of the airlock, which quickly shut behind him, and in a few seconds, shot past the Quinjet at incredible speeds.

"Whoa," Iron Man gasped as his eyes widened behind his helmet. "I've never seen him fly that fast. What's he doing?"

"He's saving us all." Captain America stated as he watched the Thunder God rocket ahead of them faster than anything he'd ever seen before.

Thor flew with all his might, making sure that he was between his friends and the weapons aim. So long as there was still life in him, the Prince of Asgard would not allow any harm to come to this realm. Thor grabbed Mjolnir by the straps and spun the hammer, summoning lightning as he charged it up with mystic power. The Asgardian then looked above and noticed the faint glow of energy in the fare distance that was rapidly glowing brighter. The Asgardian quickly realised that Kang's super weapon had just fired. In response, Thor positioned his spinning hammer in front of him like a shield and flew at high speed to intercept the beam.

"For Midgard!" The God of Thunder cried out as he collided with the beam. And earthshattering shockwave erupted from the collision as for a moment a second sun glowed in the sky before quickly vanishing.

Out from the explosion a green bolt of energy launched back up into space. The projectile shot out of earth orbit before colliding with Damocles base. The entire war ship rocked as the Future ships shields were hit causing several machines to spark.

Back in Earth's atmosphere, an unconscious Thor was in a free-fall back to Earth. The Asgardian's suit was smoking from his collision with the energy beam, leaving a smoke trail behind him as he fell. The Quinjet narrowly avoided colliding with Thor as he continued his rapid descent.

Noticing that the Thunderer was not slowing down, Wasp turn to address the Iron Avenger. "He's still falling. We have to go back."

"We can't." Iron Man replied. "Thor bought us a chance. We have to keep going before Kang fires again."

Seeing how worried Wasp was about the condition of Thor, and also his own concern, Hank activated his communicator. "Ant-Man to Ultron's 1 and 4, break off and catch Thor."

Hearing the command, the robots immediately responded. Breaking off from the formation, the Ultron's shot down like two speeding missiles in pursued of the falling Thor.

Back in the Quinjet, Ben bowed his head with a crest fallen expression. Once again, another friend risked his life to save him and once again, got hurt in the process. "Thor." He said in a worried tone.

But before he could dig that hole any deeper, Hulk tapped the young hero in the shoulder, causing him to look up at the Green Giant, who gave the teen a gruff smile.

"Goldilocks is tough. He'll make it." Despite his hard demeanour, Ben could see that the Gamma Hero really cared for the Thunder God. While the two argued and fought on a daily basis, at the end of the day, the two were strong friends, brothers in arms. Ben gave a small smile back to the Green Bruiser.

Back in pilot seat, Iron Man looked back to the Insect themed hero. "Say something, Hank. Is he alive?"

Ant Man narrowed his eyes for a moment as he listened to his communicator. "The Ultron's have him. He's comatose, but he's alive."

A collective sigh of relief was heard from each Avengers from hearing the news. They haven't lost anyone. But the day was not over yet.

On the bridge of Damocles base, Kang gritted his teeth as the sight of the damage to his ship. Somehow, they had been hit by something powerful enough to rattle the shield and cause a massive overload of energy in his ships systems. The Conqueror did not expect this era to have any weapons capable of doing that. And yet…

"Report!" Kang barked to one of his officers.

The man in question, was frantically working at his console trying to make sense of the readings the terminal was giving him. "I… I don't understand. This era's technology isn't capable of…"

"What happened?" Kang cut off the babbling officer, in a dangerous tone.

The Officer stood from his station and nervously looked at this ruler. "Something deflected the Damocles weapon, sending it back at us. The weapon is offline."

Kang's eyes narrowed as he looked out at the viewing deck of the bridge. The screens locked on to an approaching vehicle and quickly zoomed in and enhanced the image. One it was clear, Kang immediately recognised the ship and scowled.

"The Avengers." He all but spat the words. "Launch Scarabs. Destroy them."

Upon his command, the bay doors running alongside the side of the ship opened up and dozens of Scarab fighters were deployed from them, all rushing to engage the Quinjet like an angry swarm of bees. Once they were in range the swarm opened fire of the Quinjet. The advanced aircraft immediately moved to avoid the energy blasts, with only a few stray shots impacting against the shields and while they did hold, they would not hold out for very long against the Scarabs superior weaponry.

Inside the jet, the Avengers held onto their seats of anything they could reach to keep themselves steady as the ship rocked from the energy impacts and Iron Mans flying.

"So, this seems like it's going bad." Wasp shouted over the loud rumbling of the aircraft.

Hawkeye grunted as the Quinjet jerked to one side to avoid another Scarab fighter. "Really, I don't want to backseat drive or anything, but you might want to consider shooting back."

In response, Iron Man pushed a button on the control panel. Immediately to the left of the Archers seat, the panel on the wall opened up and a small terminal deployed, with a small screen at the top which displayed what looked like a targeting system and top small joysticks popped up.

"Be my guest." The Iron Avenger responded, as he resumed his concentration on navigating the deadly swarm.

Hawkeye then turned his chair to face the terminal and grabbed into the joysticks, a small smirk on his face. "Cool."

Outside on the Quinjet's hull a four-barrelled energy cannon deployed in the roof of the aircraft. The turret moved in response to Hawkeyes commands with the joysticks and then at the pull of the triggers, the cannon unleashed a barrage of energy projectiles, each one hitting a Scarab fighter, destroying them in an explosion of fire and metal.

While the Quinjet continued to fire at the incoming drones, the Ultron robots did their part to protect the aircraft from as many Scarabs as they could. One Ultron managed to attach itself to the wing of one of the drones and using its robotic strength, it easily tore of the wing affecting its stabilisers causing it to fly out of control into another drone, destroying them both. However, the victory for the robot was short lived as it was blasted in the back by another Scarab fighter and swiftly destroyed.

The rest of the Ultron's were not doing so well either, despite their combat systems being fully unlocked and they superior manoeuvrability, the Scarabs outnumbered them a hundred to one. Another Ultron robot fired and energy beam from its mouth to cover the Quinjet as it advanced towards Kang's warship. But it was quickly taken out by a Scarabs energy blast.

"Only two Ultron's left." Ant Man reported.

"We're not gonna make it like this." Captain America stated. He'd been in enough combat situations to know a battle plan falling apart when he sees it. But before the Sentinel of Liberty could suggest a retreat, Iron Man stood up from his seat.

"Agreed. Take the controls." The Avengers Leader ordered as he walked to the back of the jet, while a set of flight controls deployed in front of Captain America, allowing the Super Soldier to take over flying the plane.

Iron Man then walked up to Ben and Wasp. "Let's go."

"Finally." Ben smirked as he stood up from his chair. Wasp however did not share the young hero's enthusiasm as a shocked look was plastered on her face.

"You mean Hulk, right?" The Size-changing heroine asked, gesturing to the Green Giant seated behind her. Even though she usually wants to be the first one through the door in a fight, even Wasp could see she wasn't very effective against those Scarab drones. Unless she could get in close to get a clear shot between the cracks of the armor, her stingers were ineffective against the War Bots.

However, it seemed that Iron Man wasn't taking 'No' for an answer as She, Ben and Iron Man where ejected from the Quinjet's airlock and silently floated in the vacuum of space. For a brief moment, Wasp looked around and saw the Giant Blue orb that was Earth. The Insect Heroine could not help but beam at the sight.

"I cannot believe I'm in space." She said in awe.

"Jan. Jan, focus." Bens voice suddenly called out over her helmets radio. The teen hero floated over to her using the thrusters in his suits boots. "I know it's a pretty sight, but can we save the sight seeing until where not in a massive space battle?"

Wasp mentally slapped herself, for getting so easily distracted. He was right, there is still a fight going on and she needs to bring her A game if they're going to win.

Iron Man then flew over to the pair. "Ben's right, Jan. You've got the space armor on. I designed it to work with your stingers." He explained to her. Then Iron Man addressed Ben. "I haven't had a lot of time to properly test the calibrations on your suit, Ben. So, I'm not sure what will happen when you transform."

"Its most likely gonna get wrecked." Ben simply replied. Any suit I wear over my normal clothes usually gets destroyed when I transform."

"Then it's probably a good idea that you get inside the ship before you run out of power." Wasp commented, with a slight hint of concern in her tone.

"Agreed." Iron Man said. "Now, we have to clear a path for the others."

Wasp and Ben nodded, clear on the plan. "Let's do this." The former said as she activated her jet boots and rocketed into the fray.

As Iron Man flew to join her, Ben held back for a moment and activated his Ultimatrix. After cycling through the playlist, Ben finally found the right alien for this situation and slammed down the dial. In a flash of green light, the Teen Hero turned into a humanoid pterodactyl like alien with a large yellow beak-like mouth, green eyes, red skin, black and green clothing on its shoulders and waist, green braces around it's wrists and ankles, and yellow bat-like wings which connected to a backpack like structure on its back. The Ultimatrix symbol was displayed on its chest.

"ASTRODACTYL!" The Alien cried out.

The new alien smirked as it looked at the incoming Scarab fighters as he spread his wings and the base of his backpack started to glow green before a burst of energy erupted from the natural jetpack, rocketing the Alien Avenger forward in an incredible burst of speed. It didn't take long for several Scarab fighters to move in to engage the alien hero. The drone fighters fired their energy cannons at Astrodactyl, but the dino- alien easily dodged the blasts with his superior speed. Once the Alien Avenger got close enough, he held out his arms and two green energy whips sprung out from the tops of his forearms. Astrodactyl then swung the energy whips at the Scarabs and sliced them apart as easily as hot butter. The Alien Avenger squawked in enthusiasm as he moved on to continue the battle.

Meanwhile, Wasp was flying through the vacuum, trying to avoid the Scarabs energy blasts left and right. She was half tempted to shrink down to her usual size in battle, but decided against it. If she shrunk down and something went wrong, she could end up drifting off into space and the others would be too busy in the fight to even see her. So instead she thought it was time to test the new stingers Iron Man mentioned. The Size changing heroine held out her hand and, much like her original suit, they glowed with yellow energy. She then fired a bolt off and watched it fly across the dark void before striking a Scarab drone, immediately destroying it. Wasps eyes widened in surprise at her new stingers effectiveness. When Hank had first designed them, he made it so that they could simply be used to stun opponents. After they joined the Avengers, Wasp begged hank to upgrade her stingers so she could fight the stronger opponents the team faced. But true to his pacifistic nature, he refused and she was forced to fight bad guys with her weak stingers. But now with these new upgraded versions, she could finally stand on equal grounds with her teammates in a fight.

The Insect Themed Heroine beamed as she charged her stingers up for the next wave. "Hehe, now we're talking." She said ecstatically as she fired more stingers at the Drone fighter, destroying several more as she did so. She was then joined by Iron Man and Astrodactyl, who floated by her and fired at the enemy forces. Repulsor blasts from Iron Mans gauntlets and green energy blasts from Astrodactyl's beak joined Wasps yellow stingers in a destructive display of colour.

Back in the Quinjet, Hawkeye smirked as he took down yet another Scarab with the cannons on the jet.

"Yeah, that clenches it. I'm a good shot with anything." The archer gloated from his seat.

"How about you find us a place to land this bird, Eagle Eye?" Captain America suggested as he flew the Jet towards Kang's war ship. With Iron Man, Wasp and Ben keeping the Fighters attention, the Super solider was able to easily pilot the aircraft until they were flying along the length of the massive spaceship.

After a while, Ant Man stood from his seat and pointed ahead of them. "There, an airlock." The Size Changing hero pointed out a large door like structure just ahead of them, most likely leading to a hanger of some kind.

"I'm guessing they're not going to just open the door for us, though." Ant Man added, sitting back down.

In response Hawkeye smirked and glanced back at the Muscle bound green giant sitting in the back. "Hulk, why don't you knock?"

Upon hearing the Archers request, a big grin spread across Hulks face. They were playing his song.

It didn't take long for Hulk to make it outside the Quinjet, the harsh environment of the vacuum of space, not having any effect on him at all. The Green Goliath then crouched low and leaped off the jet, launching himself towards the giant airlock. The gamma hero then raised his fists and smashed them into the doors, breaking them in half causing a massive burst of air to erupt from the vacuum sealed room. The force of the blast, pushed Hulk back, while also tearing the airlock doors off their hinges. Lucky for Hulk he was able to grab a hold of the Quinjet as it blasted its way inside the ship.

"Iron Man, Wasp, Ben, we're going in." Captain America reported over the radio as the Quinjet came in for a landing, the last two Ultron Robots in hot pursuit.

Back in the space battle, Iron Man and the others heard Captain Americas report over their own comms and proceeded to head to the hanger to regroup with the others. However, just before the trio could enter through the airlock, a massive purple energy shield, spread over the entrance completely sealing it shut from the outside. Due to the speed, he was traveling and the sudden appearance of the energy shield, Astrodactyl didn't have any time to stop himself from slamming right into the shield like a bug on a windscreen.

"Hey. Guys, we're cut off. A force field sealed the breach." Iron Man reported over the comms.

"Yeah, I noticed." Astrodactyl groaned in response from his awkward position.

"Hang on, we'll find a way to open it." Ant Man suggested, responding to Iron Man.

"No, stick with the plan." Iron Man ordered. He then turned to Astrodactyl. "Ben, go inside and help the others."

The Alien Hero gave the Avengers leader a confused look. "And leave you two out here alone?"

"You're the only one who can get through the shield. The others need all the help they can get. Plus, we don't know what kind of tricks Kang has in store for us. We're going to need you at your best." The Armored Hero stated.

As much as Astrodactyl wanted to argue with the Iron Hero, he knew he was right. Time was of the essence in this situation. Kang's advanced technology had been trouble for the Avengers in the past, and while Iron Man tried to study what little data he had managed to obtain from him in their first encounter, there was still no telling what other surprises the Time Traveling Conqueror had in story for them.

"Don't worry, we'll find another way in." Iron Man added, reassuring the young hero.

Astrodactyl nodded and he reached up and taps the Ultimatrix Symbol.

"GHOSTFREAK!" The ghost alien yelled after a flash of green light. The teen hero then turned intangible and phased through the shield and entered into the hanger with the others.

Once the Teen Hero had left, Wasp glanced to the Armored Hero and raised her eyebrow. "We will?" She asked, referring to his previous statement.

"I don't know. I'm just making this up as I go along." Iron Man answered slightly uneasy. Suddenly an energy beam shot right past Iron Man, narrowly missing his helmet. "We've got incoming."

"Nuts." Wasp grieved as she and Iron Man looked to see a squadron of Scarabs flying right towards them.


Meanwhile, within the hanger, the Avengers were exiting the Quinjet into the large room within the Kang's Warship. Hulk was already outside, along with the two Ultron Robots. With the Force field sealing the entrance to the hanger, the atmosphere within the room had stabilised, meaning it was safe to breath. But Hulk didn't even wait for the all clear from anyone as he just simply removed his mask and oxygen tank, while also stretching out his muscles.

"That was fun." The Green Giant said, with a small smile on his face.

Just then he noticed Ghostfreak float down to the floor and proceed to tape the Ultimatrix dial, turning himself back into Ben.

"Thought you guys could use some backup." He said cockily.

This earned a smirk from Hulk as he and Ben then walked over to join the rest of the Avengers.

"Okay, so what now?" Ant Man asked, though deep down he already knew the answer.

"We take down Kang." Captain America answered, confidently.

"That's right, I forgot. Violence first." Ant Man responded sarcastically.

Ben looked at the size changing hero with sympathy. "Believe me, dude. I wish we could convince Kang to settle this peacefully. But we've all seen that Kang isn't one to listen to reason. We have to fight him and maybe we can talk some sense into him later."

Ant Man didn't respond, he simply kept his disappointed look on him face and continued walking.

However, before anyone could react, a purple blur slammed onto Hawkeye, knocking the archer across the room and landing in a heap on the ground. Seeing his comrade under attack, Captain America got into a fighting stance to face the new enemy only for the same blur to strike him the same way, knocking the Super Soldier into the wall. The remaining heroes tensed up as they tried to follow the unknown blur as it dashed throughout the hanger, before they noticed it move up the Quinjet to its roof. The Avengers, plus two Ultron's, turned to see three individuals standing on top of the vehicle.

The first one was a man of average build in green armor with a green helmet on his head with a frill on the top and a glowing horizontal visor. He had a purple collar and gloves. He wore black boots on his feet, that went up to his knees. In his hand, he held a high-tech battle rifle.

The being standing next to him was a hulking brute, with a purple helmet with yellow spikes sprouting from it, as well as his shoulders. The front of the mask was open, revealing his grey stone like face with yellow eyes. He wore a black and purple suit and carried a large metal mace in his hands.

The third and final member of the trio, who was also the one who knocked down Cap and Hawkeye, was a short scrawny looking man wearing a full body purple and black suit that seemed to resemble a high-tech ninja suit. His face was completely covered by his mask with had black lenses over the eye holes. A long silver, double edged sword rested in his left hand as he crouched alongside his companions.

"Kang the Conqueror welcomes you to Damocles Base." The Gun wielding member of the trio announced to the Heroes as he aimed his weapon at them. "It will be your tomb."

The Leader of the group then fired his weapon as a green beam of energy blasted from the barrel causing the heroes to scatter. The other two members of Kang's Elite Guard then jumped off the Quinjet and moved to engage the Avengers, with the Mace wielder heading right for Ant Man and the Ultron's.

"Warning! Localized time flux in progress, engaging threat, engaging threat." The closest Ultron robot said as it prepared to fight the incoming enemy. However, before it could make any attempt to attack the Purple Ninja appeared behind the Machine in a burst of speed and swiftly slashed the robot in half with his sword like paper. The robots body fell to the floor in pieces with its head clattering a few paces away from it.

"This behavior is unacceptable." Was the last thing the robot was able to say before the Brute Guard crushed its head under his boot.

The last remaining Ultron robot then moved in front of its master to try and protect him, but much like its comrade before it, it was easily knocked away by the Brutes mace. However, it seems that it was not severely damaged from the attack as the previous one. The Brute then moved to crush Ant Man, but the size changer was able to shrink down before the blunt weapon hit him.

The Brute narrowed his eyes as if registering the abilities of his opponent, when suddenly he heard a load roar come from behind him. The Mace wielder turned to see Hulk bearing down on him, having leaped into the air with his giant green fists raised.

"HULK!" But before the Green giant could make contact, the Elite Brute vanished in a flash of green light, causing Hulk to collide into the ground, creating a large crater in the process.

"… Smash?" Hulk finished his signature catchphrase with a confused look on his face. Suddenly a green flash appeared behind Hulk and the Gamma Avenger turned around only to see the Brute hefting his mace behind has head. The Brute then swung he weapon, hitting Hulk with enough force to send him flying into the wall on the fare end of the hanger.

"Hulk!" Captain America called out in concern for his teammate only to immediately raise his shield to block an energy blast from the Rifleman's weapon. The Leader of the Elite Guard remained perched from his position on top of the Quinjet, using his advanced rifle to snip at the heroes from an elevated position. But with his attention seemingly focused on Captain America, it allowed the other sharpshooter in the room to take aim.

Pulling back the bowstring, Hawkeye aimed an explosive arrow at the Rifleman as he continued to fire on the Sentinel of Liberty. The Archer then released his grip and the trick arrow flew from the bow and directly at its target. However, just like the Brute did earlier, the Rifleman teleported away causing the arrow to miss its target and hit the roof, detonating from the collision.

Hawkeye then drew another arrow from his quiver, his senses on alert as he prepares for a sneak attack from the Rifleman. A pulsing noise behind him was the very indication he needed to swing around and draw back the arrow. However, instead of the Rifleman, The Purple Ninja was standing behind the Archer. Not wanting to waist his chance, Hawkeye took aim at the sword wielder. But the Ninja disappeared in a blur of impressive speed before Hawkeye could fire the arrow. The Archer then noticed his opponent out of the corner of his eye and tried to take aim again. But again, the Ninja dashed away before Hawkeye could even lock on to his target. Time and time again, just as Hawkeye thinks he has a bead on the speedster, he dashes off in the blink of an eye.

Hawkeye groaned as the Ninja ran off again. "Ugh, I hate speedsters."

"Then maybe it's time I slow him down." Ben said as he activated the Ultimatrix and cycled through his transformations. Once he found the one he was looking for, he slammed the dial down and his signature blinding green light, illuminated the area.

"XLR8!" The alien shouted before his visor deployed over his face and he speed off in a blur of blue and black.

The Ninja saw the speedy alien running towards him and he immediately took off with XLR8 hot in pursuit. The alien Hero smirked under the visor, not many people could match XLR8's blinding speeds, the only times he'd ever been tagged was due to his opponents having amazing reflexes or his own carelessness. But this time, the Transformed Teen was focused and closing in on the Purple Ninja.

"Gotcha now." He said, just as he reached out his clawed hand to grab the speedy swordsman.

But, just before he could make contact with him, the Ninja suddenly disappeared in a blur. Just before XLR8 could register what just happened, the Ninja circled around him and kicked him in the back, knocking the Alien Avenger off balance and send him tumbling into the wall.

XLR8 groaned as he rubbed his head from the impact. He looked up to see the Ninja dashing around the room again, knocking down his teammates as he did so. The Teen Hero looked on in confusion, how did he move so fast? Even XLR8's enhanced reflexes and perception couldn't see the Ninja's movements and both where moving faster than the naked eye could track.

Shaking his head to regain his focus, XLR8 took off again quickly catching up to the Ninja. The Speedster Swordsman looked back to see the Alien Hero was once again on his tail. This time the Ninja tried to strike Alien speedster with his blade, but XLR8 countered with his claws, easily blocking the blade. XLR8 then tried to attack him, but once again the Ninja vanishes in a blur and strikes the Alien Hero from behind, sending him tumbling into the wall again.

"Come on, Kid! Quit playing around! Hurry up and speed blitz these guys so we can get out of here!" Hawkeye yelled as he continued to try to get a clear shot of the Ninja.

XLR8 groaned as he groggily got to his feet. "I'm trying. But this guy is crazy fast."

Hawkeye then gave the Teen an incredulous look. "Come on, Ben. I've seen this guy move so fast you made it to New Jersey and back before I could even take a bite of my sandwich."

"I know, I know." XLR8 responded, slightly annoyed. "But this guy's moving so fast that even I couldn't see him coming. He's on a whole other level."

Hawkeye looked at the teen and could see the concern in his eyes. He could tell the young heroes confidence was a little shaken. Heck after everything that's been happening to him, he'd be surprised if he wasn't.

"Ok then, here's the plan. Well save him for last. Focus on the other two and we'll all take him on together." Hawkeye explained.

XLR8 looked up at the Archer and saw the confident look in the Marksman's eyes. The Teen Hero then mirrored his expression and nodded. He then faced the nearest opponent, which happened to be the Rifleman, and dashed towards him, intending to slam into the villain like a living battering ram.

At the same time, Hulk jumped at the Rifleman intending to smash him to the ground, while Captain America and Ant Man, in his shrunken size, both leaped towards the Brute.

Suddenly, before anyone could make contact with their opponents, each one suddenly moved at speeds only comparable to godlike, as the Rifleman disappeared in a blur, moving out of both Hulks and XLR8's path, while the Brute suddenly, slapped Ant Man out of the air, spun around, grabbed Captain American and tossed him towards the Green Giant and Alien Teen so fast, the Super Soldier wasn't even aware of the situation before he collided into the Hulk, knocking him off balance, only to then be rammed by XLR8 causing all three to be sent hurtling into the wall in a heap.

The three heroes groaned in pain in the jumbled pile. XLR8 shock his head again, now he was even more confused than before. He was just wrapping his head around the Ninja having superior speed to him, but now all three members of the Elite Guard where now faster than him? There was just no way that these guys could move that fast that even XLR8's processing speed couldn't track them. What kind of future tech did that Time Traveling Warlord give them?

That's when it hit him. Future tech, Time travel. It was so obvious; the Speedy alien could believe he didn't think of it sooner. The Alien Hero quickly untangled himself from Hulk and Cap and tapped the Ultimatrix dial.

Meanwhile, Hawkeye was on the ropes as the Purple Ninja delivered a series of rapid punches to his face, knocking him back. Hawkeye reeled back from the attack winching in pain. Then he heard the whipping sound of the Ninja as he dashed behind him. Reacting quickly, Hawkeye drew and arrow and fired it at the Swordsman. But no sooner had the arrow travelled several feet, the Ninja sliced the arrow in half with his sword, so fast the arrow flew a few more meters before falling apart and exploding.

Hawkeye then ran forward, firing arrow after arrow at his opponent. But, like his previous attempts, the Ninja easily dodged each attack with his blinding speed. Then when Hawkeye was about to draw his next arrow, his bow was suddenly knocked out of his hand and the Ninjas sword was inches from his neck, before he could notch the arrow.

Hawkeye froze as the Ninja glared at him through the eye sockets of his mask. The Archer then felt someone grip his arm and he glanced out of the corner of his eye to see the Rifleman standing behind him.

"The primate is trying to hit us with sticks." The rifleman mocked in a condescending tone.

"If that's to advanced for you. Maybe we should go back to the basics." And German sounding voice suddenly quipped from out of nowhere. Before either the Rifleman or Ninja could react, a golden blur smashed into both of them, knocking them down in a stunned heap.

Hawkeyes eyes widened at the sight as he looked to see that his saviour was…

Clockwork?

Hawkeye was so stunned and confused, he couldn't even find the words to comment on the situation. How did a large, bulky, hunk of metal, get the drop of two advanced soldiers from the future?

"What the… How did…?" Hawkeye babbled out, before the Rifleman and Ninja returned to their feet.

"Explanations will have to wait. Right now, we've got a fight to win." Clockwork stated.

Snapping out of his stupor, Hawkeye quickly grabbed his bow and notched his arrow. The Ninja drew his sword and looked like he was preparing to sprint off again with his incredible speed. But before he could, the key on top of Clockworks head started to spin and, before anyone could react, the large robotic alien dashed forward at speeds that should've been impossible for a being his size. The Alien Hero smashed his fist into the Ninjas face, before the speedster could move an inch, then backhanded the Rifleman just as fast. Both villains where knocked of balance, dazed from the attack that it was easy for Captain America to toss his shield into the Rifleman and Hulk to sucker punch the Ninja, knocking them both out.

Clockwork then dashed towards the Brute, who hand Ant Man pinned under his boot, and delivered a haymaker to the Mace wielder's face before the he could even react. This allowed Ant Man to reach his belt and activate his Pym Particles. The Brute rubbed his head to recover from the daze. But once he did, he noticed a large shadow looming over him. The Brute turned to see the Titanic form of Giant Man looming over him. The final member of the Elite Guard was to stunned to move when a giant fist came right at him, smashing him into the ground and rendering him unconscious.

With the battle won, the Avengers dragged the three Elite Guard Members together, removing their weapons and gear as they did so, and Hawkeye tied them up with his bola arrow.

Once that was done, the Archer then walked over to the Teen Hero, who had just turned back into Ben, and looked at him, confused.

"Ok, Kid. Spill. How the heck does a fat, lumbering, hunk of scrap metal, move like that?" The Archer questioned.

Ben looked at the Archer for a moment, then gestured to the unconscious Elite Guard. "Same way they did it."

This earned confused looks from not only Hawkeye, but the other Heroes as well.

Ben then continued. "Well first I thought that the Ninja guy, just had super speed, or some tech that made him move really fast. But when all three of them moved so fast that not even XLR8 could see it, I knew something was up."

"And what's that?" Captain America asked.

"They weren't moving fast, they were making all of us slow." Ben stated. This earned confused looks from Hulk, Cap and Hawkeye. Ant Man looks confused for a moment, but the scientist quickly put the pieces together of what Ben meant.

"They used Kang's time travel tech, to alter our perception of time and make them look like they have super speed. That's why, no matter how fast I moved as XLR8, I could never catch them, cause my perception of time was altered."

"So, you used, Clockworks abilities to manipulate time to cancel out the effects and fight them on equal footing." Hank concluded.

Ben nodded. "Yep pretty much."

The remaining heroes just looked at Ben stunned.

"Sometimes I wonder why you're even on this team. You could save the world by yourself." Hawkeye said in a sarcastic tone.

Ben smirked. "Well someone's gotta clean up after me." He quipped back. Causing Hawkeye to punch the Teens arm in a playful, brotherly manner.


Meanwhile outside the Warship, in the vacuum of space, Wasp and Iron Man where having a bit of trouble. So far, the pair had been unsuccessful in finding another passage inside the base. Currently the Iron Avenger had both hands grasping the handles of an airlock as he pulled with all the strength his armor could provide. But even with his armors maximum output, the doors remained tightly sealed.

Eventually Iron Man grunted as he let go of the door. "I could try my uni-beam." He though aloud.

"Or, we could pretend to be Girl Scouts? Everyone opens the door for Girl Scouts." Wasp then suggested with a cheeky smile on her face.

Iron Man however, was not amused by her joke. "You're not helping, Jan."

Wasp pouted at her partners lack of humour as she watched him continue to work on the locked door. She then turned around to face the beautiful view of space. At that moment, a few Scarab fighters flew into view, no doubt looking for them, and a small smirk spread across her face.

"Okay, you want help? Fine." She then activated her jet boots and took off into space.

"Jan? Jan!" Iron Man called out when he realised what Wasp was doing, but he was too late. The size Changing heroine had flown off and headed straight for the Scarab fighter squadron.

Once she got close, the Scarabs immediately detected her and started heading straight towards the size changer. As they got closer, instead of running away or preparing to fight. Wasp cocked her hip to the side, gave the Scarabs a cute smile and waves flirtatiously. "Hi."

Upon seeing that display, Iron Mans jaw dropped. A group of killer robots where about to vaporise her and she was acting like she was trying to pick them up in a bar.

"Great, on top of everything else I have to deal with Wasp going nuts." The Iron Avenger stated exasperated as he flew after her. However, he was so wrapped up in his criticism that he didn't notice Wasp flying back at him at high speed until she blasted right past him.

"Incoming!" She screamed, snapping Iron Man out of his thought just in time to see the three Scarab fighter screaming towards him, blasting energy bolts at full power.

The Iron Avengers quickly changed his course and rocketed up to avoid the incoming ships. Unfortunately for them, their manoeuvrability was not as effective as Iron Man or Wasp as the three ships then collided into the hull of the command ship. The resulting explosion tore through the outer armor of the advanced spaceship leaving a rather impressively sized hole. For a moment Iron Man and Wasp just floated in the void looking over the resulting destruction. The later, marvelled at her stroke of brilliance, while the former was awestruck at the effectiveness of a plan thought up by a woman who's only feat of engineering steps from sowing fabrics together.

"Wow, that was…." Iron Man tried to say before Wasp cut him off.

"Come on." She said as she rocketed towards the hull breach before any attempt to close it could be made. Iron Man quick got over his shock and pursued the Size changing heroine.


Meanwhile back inside the Hanger area. The Avengers had restrained Kang's Elite Guard, buy using the Mace of the Brute Which Hulk had bent into an effective bind, and where now gathering themselves before they press on. Hank stood with his remaining Ultron robot and was working on the circuits in its back as Captain America stood in front of the team.

"Let's move." The Super Soldier ordered. However, before they could do anything of the sort, Ant Man turned away from Ultron and walked over to him.

"Wait. We have to find Kang. If we find the station's time drive, we can end all of this right now. We destroy that, and this whole base, Kang included, disappear. The war is over."

"Okay, but how do we find it?" Captain America asked following the scientist's logic.

Ant Man then turned to his creation. "Ultron 5, scan for tachyon particles."

On his order, the mechanical being's eyes then started to glow as its head then started to swivel from side to side, indicating it had initiated its scan.

"The other drives were giving them off big time." Ant Man explained to the group as they waited. Just then Ultron's head stopped as its gaze drifted to the far end of the room.

"Tachyon source detected. Locating." The Machine stated as it marched of in the direction of the source, leading the way. It was then followed by Captain America, while Hulk, Hawkeye and Ben hung back for a second to watch the robot in action.

"Huh, useful toy." Hulk commented.

"Creepy-looking, though." Hawkeye added.

"I think it's the red eyes." Ben agreed.

"It's a not a toy, and it's not creepy. It's designed to look like an ant's head." Ant Man corrected in a condescending tone as he walked past the trio to follow Cap and Ultron. The three heroes glanced at each other for a moment, before shrugging and moving to catch up.

"Whatever you say, Pym." Hawkeye said in a sarcastic tone.


Elsewhere within the ventilation system on the ship Wasp, shrunken down to her usual hero form, was flying down the small corridors of the vents by herself. After the two had blasted their way into Kang's ship, their route to re-join the other hit a snag, when they came across a blocked passageway, no doubt cased in the explosion. Lucky for Wasp, there was an opening that was small enough for her to get through. But unfortunately, Iron Man was forced to search for an alternative route. She hadn't been flying for very long before Iron Man's voice sounded over her comms.

"You know, we were supposed to stay together." Iron Man stated, causing her to roll her eyes.

"I'm scouting, and you're too big. And, quite frankly, too slow." Wasp pointed out as she continued on her way. While she would've preferred to stay together, especially if she came across Kang himself. She knew that time was off the essence and they couldn't waist time.

"I'm going to find Kang." She announced with confidence.

Suddenly, just as she came to a junction in the vent, a powerful blast of air erupted from beneath her, forcing her up and shooting her out of the vent into a large open room. The size changing heroin shock off the sudden motion and straightened out her helmet. She then turned to explore the new environment, but froze the moment she turned around. Directly in front of her, only a few centimetres away, was a woman. She looked around mid-twenties, with light brown skin, flowing raven hair and wearing a silver and purple suit with a white crown like headdress upon her head. Her eyes where closed as she appeared to be floating in some sort of blue force field.

"Uh, hi." Wasp awkwardly said to the woman. There was no response, causing Wasp to raise an eyebrow in concern. "Are you okay?"

No sooner had the words left her mouth, the sound of blasters charging caused the Size changer to freeze in mid hover. Turning slowly, Wasp then came face to face with three of Kang's officers, all of whom were aiming blasters at her.

"Princess Ravonna is dying." The lead officer explained. "A victim of the destruction of her timeline. She is not okay. And neither are you."


After running down several corridors, Ultron finally led the Avengers to their destination. A large door with several guard standing in front of is. But unfortunately for them, the heroes were in no way going to let that slow them down. In one swift motion the group disabled the guards rather easily, Ben didn't even need to transform to fight them. After Captain America took down the last guard, the Avengers opened the door and entered through it. Ahead of them, the very source of the Tachyon energy. The ships time drive, albeit a giant version due to it having to keep this massive ship anchored to this timeline. It was a massive transparent pipe that seemed to go on for miles in both directions, with yellow energy glowing inside it.

"This is it." Ant Man informed the others as they gathered.

"Big." Hawkeye stated bluntly.

"I don't care how big it is. It's getting smashed." Hulk growled as he stomped forward and raised his right fist and punched the time drive at full force.

However instead of smashing, the area around Hulks fist started to glow and a burst of energy travelled up the Gamma Giants arms into his body, shocking him before blasting him back, sending him sliding across the floor.

"Well that didn't work. Anyone got a Plan B?" Ben quipped.

Just then the sound of alarms started to blare and the heroes all looked up to see several lights flashing on the ceiling. Just then several bolts of energy, burst from the lights heading straight for the heroes. Captain America instantly reacted by raising his shield to block the energy bolts. However, Ant Man was not swift enough as the bolts struck him dead on, knowing him unconscious instantly. Seeing his friends in danger, Hulk did not even hesitate as he got to his feet and stood over them and using his own body to block the energy blasts, grunting in pain as the bolts struck him in the chest. Tacking advantage of the situation, Hawkeye from his position under Hulk, drew several explosives from his quiver and fired them at the energy blasters in the ceiling, destroying two of them.

Ben also used the situation to find the alien he needed for this situation, and once he did, he slammed the dial down. In a blinding flash of green light, Ben was transformed into a tall humanoid alien being, it was primarily black in colour with two long antennae on its head and a long tail, all of which ended with a golden, circular, plug like structure at the tip of each. Similar plug structures were also present on the tips of all four fingers on each hand. It had two toes on each foot and a green pattern on its chest and a single green eye on its head. The Ultimatrix was present on its chest.

"FEEDBACK!" The new alien shouted, with an electrical charge present in his voice.

The new alien then jumped out from behind Hulk and then pointed his finger tips directly at the energy beams that where striking the green giant. Suddenly the energy that was hitting Hulk was redirected away from him and flowed into the plugs on his fingers, absorbing the energy into his body. Once the alien was charged up, Feedback then pointed his hands at the source of the bolts and a blue beam of electrical energy blasted out of his fingertips, destroying the remaining blasters.

However, the battle was far from over, as several machines that lined the walls suddenly sprouted four mechanical appendages and proceeded to detach from the walls to the ground. The machines then fully unfolded into a group of towering Scarab Drones all armed to the teeth. The Avengers quickly dove into action, with Captain America hurling his shield at the closest Drone, slicing through it like tissue paper, destroying the war machine quickly. This was Followed by Hulk, who immediately lunged at the closed Drone to him, causing it to fall back into the Scarab behind it, causing a domino effect to any Drone in that line. Hawkeye then fired several explosive arrows at the Scarabs, destroying each one with ease. However, he failed to notice a Scarab Drone from behind him charge up its cannons and fire an energy bolt at the archer. Luckily for him, Feedback jumped right to his team mates aid and aimed the tips of his antennae at the bolt, which proceeded to be absorbed by the antennae. Feedback then fired another electrical bolt from his hands back at the Drone, destroying it.

But the Avengers weren't the only ones that were getting in on the action. As Ultron then deployed an energy weapon from him right forearm and fired a concentrated beam of energy at one of the Scarabs, causing its circuitry to overheat and explode violently.

As the fight raged on, Hawkeye ducked through the slow-moving Scarabs like a nimble cat and managed to make his way onto the top of one of the drones. From that vantage point, the Archer was able to fire arrow after arrow at rapid pace, but it seemed the number of Scarabs were endless as more kept coming no matter how quickly they were destroyed.

"We need a plan!" Shouted to the others from his position, as he casually aimed his bow to the side without looking and fired it into the Scarabs claw as it tries to reach him. "We can't get past the time drive shield. So, what now?"

Elsewhere Feedback absorbed a blast from a Scarab Drone before using the energy he absorbed to blast the Drone to pieces. As the Alien Hero held of the attackers, Captain America went to check on his downed teammate.

"Hank! Ant-Man, we need you. Ant-Man?" The Super Soldier yelled, shaking the unconscious scientist, in an attempt to wake him. But his efforts were unsuccessful.

Just then Hawkeye backed up to where the Super Soldier was, his bow at the ready. "He's out. Cap, come on. We need to shut down the computer systems. Maybe we can reprogram the thing."

The Archer then fired several trick arrows at the advancing Drones, but their increasing numbers were starting to overwhelm them, even Feedback, Hulk and Ultron were being forced to fall back to cover their teammates.

Once again Captain America looked down at his unconscious friend. "Dr. Pym!"

The Scarab Drone had now completely surrounded the heroes as Captain America stood up and raised his shield to defend his teammates for a final show down.

"Enough!" A voice suddenly called out. Immediately the Scarab Drones halted their advance and then proceeded to back away from the Avengers. The Heroes then looked to see the Drones make a path where the source of the voice revealed himself, Kang the Conqueror.

The villainous time traveller floated towards the heroes, several feet off the ground and looked down upon them as if to show his superiority. "You came to fight me, Avengers? Here I am."

The assembled Avenger, minus the unconscious Ant Man, glared at the time traveling Conqueror. All the pain and grief that they had to face in the last 24 hours had all been because of him. Needless to say, every hero had a bone to pick with him.

"Hey, you know what?" Hawkeye spoke up as he notched his arrow. "I'm glad Ben's gonna wipe out your timeline, because any future ruled by you has to stink."

The Archer then proceeded to fire his arrow. However, Kang merely raised his finger and the arrow froze in mid-air. Then Kang flicked his finger and the arrow spin around and was sent screaming back at the Archer, who barely had time to dodge before the explosive arrowhead, struck the ground behind him, resulting in a large explosion that sent Hawkeye flying and tumbling to the ground, stunned.

Hulk then leaped at the Future Villain, roaring at the top of his lungs while raising his giant arms up in an attempted to crush the Conqueror. But Kang simply activated a green barrier in front of him that Hulk proceeded to slam into. Then some unknown force, blasted the Hulk away, sending him crashing into the crowed of Scarab Drones.

Seeing the Hulk go down, Ultron then took the opportunity to try and attack the Time traveling Conqueror. Kang raised an eyebrow at the sight of the Robot as it charged up energy within its mouth and fired a concentrated beam at Kang. However, the energy did nothing to the Time Traveling Villains shield. Feedback then tried to aid the robot's efforts and fired his own energy blast at the shield. But that seemed to only make things worse as Kang's shield somehow used the combined energy blasts to generate a burst of energy blasts. Multiple bolts of energy rained down on the heroes, where Feedback instinctively jumped in front of Ultron to absorb the bolts while Captain America used his shield to cover Ant Man.

Just then the Scarabs that had previously gathered around the Hulk, were suddenly tossed to the side like rag dolls as the Gamma Giant, now swinging one by the arm like a flail, swung the war machine at Kang. Unfortunately, Kang's shield, once again, stood up to the attack. But it didn't stop there, Kang then dropped the shield and then green energy surrounded his gloves. The Time Traveling Conqueror then flew at Hulk at high speed and delivered an uppercut to the Hulks chin, before he could even react. The Green Giant was then sent flying into wall with enough force to create a massive crater. The Hulk then fell to the floor unconscious.

Needless to say, the remaining heroes, save for Ultron who is a machine, were shocked. Kang just took out the strongest being on Earth with a single punch. Had the Avengers not been weary of Kang's power before, they were now. But that didn't stop Feedback from springing into action.

Feedback rushed forward, Firing a beam of energy from his hands. But Kang managed to raise his shield just in time to block it. However, that didn't faze the Alien Hero in the slightest. In fact, that was exactly what he expected Kang to do. He then quickly closed the distance between him and Kang, and then placed his fingers on the outside of Kang's energy shield. Suddenly the energy from the shield started to flow into Feedbacks plugs, causing the shield to dissipate leaving Kang exposed. Feedback then lunged forward intending to use his forms energy absorbing abilities to drain his opponents armor to leave him defenceless.

However, Kang didn't seem concerned in the least about the disappearance of his shield, as he merely raised his hand and Feedback was lifted off the ground inches away from Kang's form and was forced out of reach from the Time Traveling Villain. Captain America and Ultron tried to move forward to come to the Alien Avengers aid, but Kang simply pressed a button on his gauntlet and two energy spheres appeared around them, trapping them within. Kang then turned his attention back to the Transformed Teen.

"Ben Tennyson. You and your teammates have fought well, Boy. But this outcome was never in question. I will do whatever it takes to ensure the survival of my timeline. The survival of humanity." The Time Traveling Conqueror said with conviction.

Feedback grunted from his position as he struggled against whatever Kang was using to restrain him. "We want the same thing, Kang." He said confidently. "And we can work together to make sure that your world and mine can survive. I can help you, if you'd let me."

Kang narrowed his eyes at the Alien Teen, completely undeterred by his words. "No, you are part of the problem, not the solution. Conquest is the solution."

Feedback narrowed his eyes at the Conqueror and then sighed. He knew that Kang wouldn't listen to reason. People like him are too stubborn for that.

"If that's where you stand. Then we're done talking."

Feedback then focused his power and suddenly released a massive bolt of energy from all the plugs on his hands, antennae and tail. Energy beams blasted out in all directions, catching the time Traveller off guard as he barely had time to raise his shield to block the attack. But in his haste to protect himself, he also unintentionally released Feedback from whatever force he had on him and the Alien hero dropped to the ground. Feedback then reached up and tapped the Ultimatrix dial.

"Clockwork!" The Alien Avenger cried out as he aimed his arms at Kang. "Time to end this."

Clockwork then fired a green time ray at Kang, striking the Villain dead centre causing him to be bathed in the chrono energy. The Alien hero smirked as his attack landed. Once Kang's gear had been aged to dust, he'd be completely defenceless. And with nowhere left to run, the invasion would finally be over.

However, the flames of hope that had ignited in the Teens chest, were quickly extinguished when Kang suddenly immerged from the ray completely unaffected. Now it was Kang's turn to smirk confidently at the Teen as he raised his arm, his fist then glowed with green energy as he fired an energy beam directly at Clockwork. The teen hero was so shocked that he didn't even reach to the beam until it struck him right in his left arm, tearing through the armored shoulder as it did so.

Clockwork screamed in pain as he clutched his wounded shoulder and sunk to his knees. In a flash of light, Clockwork turned back into Ben, still holding his now broken arm. The alien Avenger grunted as he forced himself to look up to see Kang float above him, glaring down like a hawk preparing to finish of its prey.

"You think I am a fool, you Primitive Child." Kang spat at the Alien Teen as he glared down at him. "I have learned from our past encounter and also been made aware of all your transformations and their capabilities. So, I prepared myself as such. Equipping my armor with the precise counter measures to eliminate you. Such as tachyon generators to cancel out you time manipulation abilities."

Bens eyes widened at the Time Conquerors revelation. Not by how well the Conqueror had prepared for him. But by how stupid he was in thinking that a man like Kang would actually be defeated by the same move twice. It should have occurred to the teen that Kang would've taken precautions to counter Clockworks time powers. But the Young Hero was too eager to finish the fight, he failed to take that into account. And now he was about to pay for that mistake with his life.

At that moment Kang reached out his arm and a small portal opened up. Kang reached inside and from the portal, drew a long, double sided, green bladed broad sword. The sword itself looked like it was made of advanced technology, much like everything else in Kang's arsenal. The Time Traveling Conqueror then lifted the weapon to its zenith, right over Bens head.

Seeing what Kang was about to do, Captain America's eyes widened in shock as he desperately smashed his shield against the barrier in an attempt to free himself.

"Ben, no!" The Super Soldier yelled.

In the energy prison, next to him Ultron was also witnessing the events that where unfolding. And in keeping to his programming to protect others, the machine then started to analyse and calculate the best means of escape from their confines. The Ultron bot then charged up his mouth lazer and faired a powerful beam into the energy bubble. Thanks to the calculations the machine had made, the energy it had fired had been calibrated to cancel out the energy of the bubble freeing them from their prisons.

But before they could even move, Kang thrust his sword down towards the injured young hero. In that moment, Bens mind went blank. He could see the end coming, after everything he'd been through and fought for, now it was all ending at the hands of a tyrannical dictator from the future. The sight of that blade barrelling towards his face, filled the Teen with such fear he was unable to think of anything. His body on the other hand, reacted on its own in a final desperate act of survival. Using what strength, the teen had, his right hand leapt to his left wrist, activated the Ultimatrix and slammed the dial down, just as the teen closed his eyes.

A bright flash of green light erupted from Bens body, blinding everyone looking in the general direction, even Ultron's visual receptors received interference from the lights intensity. A loud clank echoed through the room as everything went silent. Once the spots cleared from the eyes of everyone present, they all looked to where Kang's sword had landed…

Right in the floor, imbedded in the cold metal a few inches deep. And Ben was gone, simply vanished into thin air.

"Gone?" Kang's voice suddenly cut through the silence, dripping with rage and annoyance.

"What have you done, Kang?" Captain America growled as he stood into a fighting stance.

For a moment, Kang seemed to have ignored the Super Soldier as he stared at the spot the Alien Avenger had once lay helpless at his feet. Suddenly the Conqueror smiled and started to chuckle. He then turned to face the Super Soldier.

"It would seem your ally has abandoned you, Captain Rogers." Kang taunted. "It would seem he's more of a coward than I had thought."

"That's a lie, Kang!" Captain America spat back. "Ben Tennyson is not a coward. He is one of the strongest men I've ever known. He has more heart than you'll ever have."

Kang simply scoffed at the Soldiers words. "Your belief in him makes you weak, Captain. I have shown you what a future with his existence can bring for this world. You Avengers claim you wish to save the world, and yet you allow the very being that will doom it, walk among you. Your attachment makes you unwilling to do what is necessary. Where I will do whatever it takes to save this world."

In a way, Kang's words made sense. If one person could cause so much destruction, it only makes sense to prevent the worse possible outcome from happening. But Captain America knew that taking the life of an innocent person, especially a good soul such as Ben, is wrong. The Super Solider sighed and shock his head.

"I've heard all this before, you know? You're not the first would-be conqueror I've fought." He stated.

"I will be the last, however, Captain." Kang retorted as he approached the Super Soldier. "Though I do enjoy the irony that you, a man out of time, thinks he can beat the master of time."

At that moment Captain America noticed movement out of the corner of his eye and he glared back at the Time Traveling Villain with strong determination.

"I don't think I can beat you, Kang. I think Iron Man can."

Kang's eyes widened as he turned to look at the entrance to the chamber. Sure enough, the Armored Avengers stood proud and tall, read for battle.

"It's over, Kang." Iron Man stated confidently.

However, Kang merely smirked as he payed the Armored Hero no mind. "Please, you are no…"

His sentence was suddenly cut off when Iron Mans repulsor ray blasted him in the chest, sending him flying into the time drive. The Master of Time, then fell to the floor, stunned in both mind and body. Upon the initial attack, Kang's Scarab Drones immediately started to advance on the heroes, causing Ultron to get into a fighting stance.

"How did you…" The Conqueror tried to ask as he picked himself off the floor, his mind still stunned trying to understand how a primitive managed to get past his defences and harm him.

"My tech may not be as advanced as yours, Kang, but I'm a quick study." Iron Man explained in his usual cocky tone. He then turned to see the approaching Scarab Drones. But instead of moving to dodge them, Iron Man casually raised his arm and his gauntlets release a wave of energy towards the Drones. Upon contact the Scarabs froze in place, before falling apart into a pile of scrap metal. Iron Man then repeated the action of the Drones advancing behind Cap and Ultron and they fell apart just as easily.

"There's some kind of shield around the time device." Cap explained to the Armored Genius. "If we can take that down, we can destroy it."

However, Iron Man shock his head in response to the Super Soldiers plan. "No, we're not going to destroy the time drive. We're going to use it." He then turned to the Robot. "Ultron, prepare to download a data stream."

Ultron then stood at attention and his eyes started to glow brighter. "Receiving data." The robot confirmed.

"This is everything I've learned about your tech, including how to access your computer systems." Iron Man said in a mocking tone as he addressed Kang.

The Time Conqueror glared at the Armored hero as he stood to his feet. "You fool. You think one of your robots can control my station?"

"Uh, yeah." Iron Ma responded in a condescending tone.

Suddenly a large holographic screen appeared in front of Ultron, which proceeded to display layers upon layers of code. "Accessing Damocles Base computer systems."

Iron Man then smirked under his face plate as he continued to taunt the villain. "Ultron's A. I. is based on the human mind. It can adapt to your systems faster than anything I got. And I'm betting anything you've got."

"Damocles attempting lock-out. Overriding. O-Override successful." Ultron stated, though it voice seemed to have some static in it as the Robot broke through the final firewall to Kang's systems.

In his outrage, that a piece of primitive technology could ever override his station. Kang fired a green beam of energy from his helmet at the Robot. Only for Captain America to leap into action and block the energy beam. Iron Man then responded with a repulsor beam of his own, striking Kang in the chest and sending him sliding back. The Time Conqueror grunted in pain as he used his sword to steady him. He then glared at the two Avengers with pure venom dripping from his eyes.

"You wish to fight me? Then so be it." Kang snarled as he opened a small portal to his right side and pulled out a high-tech axe, which he then duel wielded with his sword and charged Iron Man and Captain America.


Meanwhile in an unknown part of the ship. Ben gasped in shock and pain as his eyes burst open. The last thing he remembered seeing was Kang's sword blade head straight for his face. At first, he thought he was dead as the area he was currently in was dark and silent, making the young hero start to think he was in some kind of purgatory. Then suddenly his left arm started pulsing with pain and the Teen quickly realised that he wasn't dead. And once he realised that, his other senses started to come into focus and the Teen Hero realised that he wasn't even human right now. He looked down he blue four fingered limb and could faintly make out the chilling vapour of his breath for him to come to the conclusion that he was Big Chill.

The Moth like alien then got to his feet and looked around the room. It was clear to him that he was no longer in the Time Drive room, meaning that in his panic, he must've phased through the floor to escape from Kang. And in that moment, Big Chill released that Cap and the others were still in there with Kang. He needed to get back and help them as quickly as possible.

But as the hero took the first step, a beeping sound was heard and the lights on the ceiling suddenly turned on to illuminate the room, revealing what was inside it. Upon seeing the contents of the room, Big Chill eyes widened in shock and horror.

The Room was long and tall, easy for someone like Humongousaur to walk through without any problem. But lining each side of the walls, was the equipment of heroes. The Alien Avenger could see gear that belonged to many heroes the he had come to know; several Iron Man armors where set up on display, a faded version of Captain Americas shield, Black Panthers Cowell and Vibranium daggers, Ant Mans helmet and belt, A chipped and cracked version of Mjolnir, what looked like a metal skeleton with three claws coming out of both wrists, clearly wolverines and many, many others. It was in that moment that Big Chill knew exactly what he was standing in. Kang's Trophy room.

Big Chill froze in shock as he looked at all the remains of fallen heroes, many of which Ben knew personally, being displayed on the walls like some twisted museum. It made the Alien teen sick to his stomach to see the remains of people he cared about butchered like this. For a moment, Big Chill forgot all about his broken arm as he clenched his fist in anger, even though he knew all these heroes where currently alive and well, there is still a future where Kang slaughtered these heroes and took souvenirs from them as trophies. And he wanted to make Kang pay for that.

"Quite a sight. Isn't it, Ben?" A voice suddenly spoke out from behind him. Upon hearing the sound of that voice, a cold chill slithered down Big Chills spin. Acting on instinct, the Alien Hero dived out of the way, just as a Purple sphere of energy flew past him and stuck an Iron Man armor, instantly causing the suit to age to dust.

Big Chill then got to his feet and glared at the source of the voice. From the other end of the room a figure emerged from the shadows. He looked to be a man over muscular build. He wore a silver helmet with a purple visor that blocked all view of his face, leaving only two glowing purple eyes visible. He wore black bodysuit, and had silver boots, gauntlets, and a chest plate, a purple cape was also hanging off his shoulders.

The Alien Hero glared at the Purple being with absolute hatred. "Eon." He snarled.

Eon chuckled as he casually approached the Alien teen. "So, this is where you've been hiding? A time line full of powerful heroes and villains. I must say it's quite a fit for you, Tennyson."

"What are you doing here, Eon?" Big Chill demanded coldly.

"What, killing you wasn't clear enough?" Eon asked rhetorically. "I would think you would've gained a little intelligence in our last battle, Ben."

Eon then fired a purple time ray from his hands, which Big Chill quickly dodged by flying into the air. However, before he could attempt to counter attack, he hissed in pain as his broken arm started pulsing from all the movement.

"I see Kang has proven to be a challenge for you Tennyson." Eon taunted as he fired another time ray. "For a wannabe Time Lord, his technology is quite impressive in comparison to other timelines."

"What do you know of Kang?" Big Chill asked, in an attempt to buy time to figure out a strategy.

"Quite a bit really. Considering I'm the one, who sent him after you." Eon replied evilly.

At that moment, Big Chill looked to the Time Villain in shock. "Y-you sent him after me?"

Eon smirked at the teens expression. "Of course, I did. He would have figured it out eventually, that fool is constantly looking through history to find certain moments in time for him to change to benefit himself. In another timeline, it was Captain America that brought about the wasteland future that Kang showed you. But in this timeline, the Captains presence is but a small ripple compared to the tidal wave that your presence has caused to the time line." The Villainous Time Lord continued to explain.

"Your presence in this world has set forth a chain of events that can either save or destroy this world. I for one lean towards the destroying side. Which is why I pointed you out to Kang at this moment in time."

"And provided him with inside knowledge of my aliens and their powers." Big Chill concluded.

"Couldn't let the fight be over too quickly. After all, your power makes you a wildcard in this Universe as no one has ever seen aliens quite like your and therefore have no defence prepared against them. And we can't let things be too easy for you can we." Eon stated in a sinister tone.

Big Chill then turned to the Time Villain and smirked. "if that how you want it Eon. Then let's take this to the next level."

Big Chill then slapped the Ultimatrix dial. "Swampfire!" The plant alien screamed, currently his broken arm looked like a sick, withered twig. But thanks to Swampfire's regenerative abilities, the limb was slowly gaining some colour.

Eon growled at the Teens action and fired a purple time ray at the Alien Avenger. But Swampfire counted the attack, by throwing several seeds at the ground, causing several vines to erupt from the floor and form a plant barrier in front of him. The ray collided with the vines, instantly aging them to dust. But that momentary cover was enough to allow Swampfire to blast a wave of fire from his good arm at Eon, catching the Villain off guard as the fire blast hit him in the chest, knocking him down.

Swampfire then charged the villain and tried to deliver a powerful haymaker to his head. But Eon was able to dodge the strike and maneuverer around the plant alien and charged up his time ray again. Knowing what the effect of Eons time rays had on his aliens in their last encounter, Swampfire instantly reacted by turning his body into a series of vines, creating an opening large enough for Eons time ray to pass harmlessly through him. The plant alien then reformed his arm and delivered a right hook to Eons face, knocking him away, before reforming the rest of his body.

The Time Villain grunted as he got back to his feet. "Your skills have improved, Tennyson. I must say I'm impressed."

"A lot has changed, since I came to this universe, Eon." Swampfire replied, his left arm now almost fully restored.

"Perhaps. But one thing has remained the same. You causing pain to those around you." Eon stated with a sinister tone. "After all, you seem to cause problems where ever you go. To your friends in this universe. To your family in the last."

Those word sent a cold knife right into Swampfire's heart as he gritted his teeth. "You leave them out of this!" He snapped.

But Eon simply chuckled. "How ironic. You left your old world to escape the pain you caused your loved ones, only to cause it all over again. I can't imagine how that must feel."

The Alien Heroes blood boiled at the mention of his lost family. After all this time, hearing that villain bring them up was almost like spitting on their graves. At that moment, the Alien Avenger wanted nothing more than to put that villains head six feet under the hard way. But then he remembered the Avengers and all his friends that he had in this universe, how they have helped him move on and continue on with his life.

The Teen Hero then took and deep breath and calmed his anger. "What happened back then is in the past." He told the Time Villain. "There's nothing I can change about that. But now I've learned to move forward to the future and I'm gonna make sure it's a bright one."

Swampfire then raised his now fully healed arm slapped the Ultimatrix dial and transformed. "Clockwork!"

With his body now good as new, the Time Alien stared down his foe with calm determination.

Needless to say, Eon was shocked by the teens sudden display of strength. From his last assessment of the young hero's mental state, a simple reminder of that tragic day was enough to throw the Alien Hero off balance. But now it seemed the Young Hero has managed to conquer that weakness.

"You have no idea what the future has in store for you Tennyson." Eon said, as he surrounded his hands with purple time energy.

"No. But that is what makes life interesting." Clockwork replied with cheerful optimism.

Eon just narrowed his eyes and blasted his time ray and Clockwork countered with a time ray of his own. The two beams met each other head on and the two opposing energies clashed, each side desperately trying to overpower the other.

"You cannot win, Tennyson! I am a Lord of Time. My power is…" Eon suddenly gasped as his ray was suddenly overpowered by Clockwork and he dove out of the way just as the time aliens ray, struck the wall behind him, de-aging the wall into a pile of ore minerals.

The Alien Hero looked at his foe in surprise, with Eon having a similar look in his face as he gazed at his hands. The Time Villain's body appeared to be flickering like an old TV with a bad signal. Parts of his body where fading in an out of visibility at random.

"No, no, NO! Not now! Not when I'm so close!" Eon yelled angrily. He clenched his hands and tried to concentrate, but whatever he was trying to do, appeared to be in vein as his body continued to fade. Eon then glared at the Alien Avenger and pointed his fading figure at him. "This isn't over, Tennyson. Mark my words, I will have my revenge."

And on that final declaration, Eon's body vanished into thin air. For a moment Clockwork just stared at the spot that Eon had just been, confused by what he had just seen. One moment Eon was there and the next he was gone. Almost as if he was forced to leave and couldn't remain in this dimension.

Whatever the reason, Clockwork couldn't focus on that now. His friends needed him and he had to return to the fight. But just as he was about to tape the Ultimatrix dial to turn into Big Chill and phase through the ceiling, the teen Hero noticed something at the far end of the room. A computer terminal.

In that moment, a new thought entered Clockworks mind. If what Kang and Eon said was true, then Kang would have countermeasures for any alien he could use to fight him with. But what if, he fought Kang another way?

The Wielder of the Ultimatrix then made his way over to the terminal and tapped the Dial on his chest. In a flash of green light, Clockwork transformed into a grey skinned, frog-like, bipedal alien that is only four inches tall with large green eyes, which have rectangular pupils and horizontal eyelids. He wears a white jumpsuit with a thin vertical black stripe going down it, a larger version of the same stripe exists on his head, in-between his eyes. The Ultimatrix symbol was present on the aliens back.

"GREY MATTER!" The tiny alien shouted in a high-pitched voice.

The pint-sized Alien Hero then jumped up onto the computer terminal and with its genius level intellect started typing away at the computers keys, though due to his size, there were moments where he did hop to several keys. Even with his incredible intellect, Grey Matter had to admit how sophisticated the coding on Damocles Base is. It was even able to hinder the progress of the Alien Avengers hack.

Suddenly the computer screen started to glitch, as if some foreign code was trying to infiltrate the system. Whatever it was, it was able to open up a passage way for Grey Matter to bypass the ships mainframe and search through the memory banks. The mini-brainy alien then grinned, showing off his needle-sharp teeth as he found what he was looking for.


Back in the Time Drive room, Iron Man and Captain America where having difficulty with Kang. Even with Iron Man being able to overwhelm Kang's defences, the Time Conqueror proved to be quite a capable warrior. Wielding his weapons with such proficiency that he was able to go blow to blow with both Iron Man and Captain America without so much as breaking a sweet.

Iron Man flew around the room firing repulsor blasts as he did so. But Kang was able to dodge the blasts and fire his own beam from his axe blade. However, Captain America then ran up behind him and just as Kang turned to face him, the super soldier used his shield to knock the axe out of Kang's hand, sending it hurtling into the ceiling where it remained imbedded in.

But despite his disarmament, Kang proceeded to elbow Captain America in the gut, winding him, which was then followed by a swift kick to the super soldier's face.

Iron Man then flew down and tried to blast Kang with a barrage of repulsor rays. But Kang was able to avoid them as he used his sword to slash the Iron Avenger out of the air. Iron Man skidded across the floor until coming to a complete stop, a large slash mark was present on his face plate.

Kang then teleported until he was directly on top of Iron Man and prepared to drive his sword straight through Iron Mans back. Only for Captain America to hurl his shield allowing Iron Man to catch it and use it to black Kang's blade. The sudden jolt of the blade bouncing off the indestructible shield was enough of an opening to allow Iron Man to blast Kang with a full powered repulsor beam. Kang yelled in pain as he was launched across the room, landing on his back, hard. His armor now sparking from the damage its sustained and his robed now torn and burnt. Kang grunted as he got to his feet wearily.

But just before Kang could make another move against the Avengers, Ultron's monotone voice suddenly spoke up.

"Attention. Kang's fleet and Damocles Base are now ready for chronal travel." The Robot informed.

"No!" Kang yelled out in rage.

"Do it." Iron Man ordered.

Ultron then reached up to the holographic control panel and placed its hand on the projection. Almost immediately the screen started to show symbols and codes that seemed to represent Invasion Ships that where immediately teleported back to their original timeline, from their locations on Earth.

"Ultron, report." Iron Man ordered.

"Invasions ships, chronal travel, successful." The robot reported, earning a smirk from Iron Man.

Kang gritted his teeth in rage. His invasion force was gone, but there was no way he was going to allow these vermin to leave his ship alive. He then reached down and pressed a button on his belt. Several Scarab Drones suddenly launched from the walls and deployed in combat forms around the Avengers and Kang. At first the Time Traveling Conqueror grinned sinisterly at the hero's situation.

Suddenly the Scarab Drones started to move around the heroes and converged on Kang. The Time traveling Conquerors confident expression quickly melted into one of shock and confusion.

"What is the meaning of this? Halt! I command you!" Kang barked at his Drones, frantically pressing the controls on his belt. But the Drones where unresponsive as they continued to back Kang into a corner.

The remaining heroes all looked at the display in confusion. Captain America then turned to the Armored Genius.

"Tony?"

"I'm not doing this, Cap." Iron Man stated as he looked on. "I mean I'm good enough to bust into Kang's systems and disable his tech. But I haven't gotten far enough to control it."

The two Avengers then looked on as Kang looked up at his own creations in horror as they converged on him. But just as they were about to reach out and attack him, a voice suddenly called out.

"Ok boys. I think he's had enough."

The Scarabs suddenly froze in place at the command and retracted they're tentacles. Suddenly the blue lights in their bodies suddenly changed to green as they then backed away from Kang and made a path. The Avengers and Kang then turned to where the voice had come from and their surprised expressions only grew larger at what they saw….

Ben Tennyson, sitting in Kang's Time Chair.

The Teen Hero had his signature confidant smirk on his face as he casually laid with his head on one armrest of the future chair, with his legs propped up on the other one as the chair glided into the room.

"I gotta say, Kang. I can see why you like this chair so much. It surprisingly comfortable." Ben said in a cocky tone.

Kang expression of shock then shifted into blood curdling rage at the sight of the Young Avenger. "You dare sit in my chair!" The Time Conqueror roared in outrage.

Ben however, simply raised his eyebrow as if he was confused by the Conquerors statement. "Your chair?" The teen then sat up in the chair properly rested his hand on his chin as though pondering the words.

"Oh right, I get the confusion. See this used to be your chair. But its recently come under new ownership." Ben explained in a condescending tone.

"What are you babbling about, you primitive fool?" Kang hissed back at the Teen.

Ben smirked as he typed a few keys into the Chairs control panel and brought up a holographic screen that displayed several documents that were related to Damocles Base.

"Your tech is Advanced Kang. Some of the best I've seen in this dimension." Ben said in a mock compliment. "But even human tech in the 41st Century is still a few decades behind Galvan tech. Granted it did take me a while to hack into your systems, but a little help from Ultron sure did quicken the pace. I was able to fine this. Damocles black box. All the memory of your ship and tech in one place. From there it was pretty easy to erase your name as the ship's owner… And put my name in its place."

At that moment, Ben wished he had a camera to capture the face Kang made once the big reveal had been made.

"That's right, Doofus. I am now the proud owner of Damocles Base."

Kang's eyes where so wide that it looked like they might fall out of his head. This Boy had not only destroyed his timeline. But now has taken all hope of his ever reclaiming it. The Master of Time trembled with rage as he roared in anger, firing a beam of energy from his gauntlet at the hero at full power.

Ben however sat calmly as the time Chair activated an energy shield that easily blocked the attack. "Dude. It's over. Give up."

"Never!" Kang shouted back. "I am the Master of Time. And I will not rest, until I purge the Timeline of your infection."

Ben however sighed as he placed a face palmed at the Time Villains stubbornness. "Such a shame. This is a really nice ship. Go ahead Tony."

Iron Man nodded, having gotten over his shock at Bens strategy a while ago and turned to Ultron. "Do it, Ultron."

The Robot then turned back to its holographic screen as Kang dropped to his knees in defeat, gritting his teeth in anger at his failure

"Preparing to jump Damocles Base in 5, 4, 3…"

"Stop!"

The Heroes and Villain all turned to the source of the voice and saw Wasp, standing in the entrance, with three of Kang's guards standing behind her with their weapons trained at her back.

"Wasp?" Ben said in a confused tone.

"You can't destroy the time drive or jump the ship or whatever we planned on doing." Wasp stated in a strong tone.

"Why not?" Iron Man asked.

"Because if we do, Princess Ravonna will die."

Ben, Iron Man and Cap all looked at each other in confusion, trying to see if Wasps statement made sense to any of them. Obviously, it didn't.

"Who is Princess Ravonna?" Captain America asked.

Kang then stood up, rage burning in his eyes. But this time it seemed to be aimed at Wasp, the moment she mentioned that name.

"Shoot her. Do it!" The Time Villain commanded. While he may have lost control of his Tech. He was still counting on his men to follow his orders. Sadly however, that faith was misplaced as the guards lowered their weapons and allowed Wasp to continue.

"Rovanna is the woman Kang loves." Wasp elaborated. "When his future got wiped out, she got caught in it. they're keeping her alive, but barely. If Damocles Base travels back to the future, she'll be erased from existence."

In that moment, the Heroes all felt a great deal of sympathy for the Conqueror. All this time, he was just trying to save the woman he loved. Ben new exactly how the Time Traveling Villain felt. Had he been in his position, he would've done anything to save those he cares about. The teen hero then got out of the Time Chair and walked over to Kang.

"Kang, we can stop this. We can find a way to save Ravonna. But we're not going to let you destroy our world to do it." Ben said in a compassionate tone. Despite everything Kang had done to him, his friend and his world, Ben was still willing to try to help the villain. An action that Captain America and Wasp couldn't help but smile at.

Iron Man then stepped forward. "This is your last chance. Surrender."

For a moment. It seemed that Kang was about to accept the Heroes offer. But then the Time Conqueror glared at the Teen with hatred as he lunged forward, his fist glowing with deadly energy.

"Never!" Kang roared as he prepared to vaporise the Alien Hero, who was too shocked to react in time, making him vulnerable to Kang's attack.

However just before Kang's gauntlet could make contact with Bens face, Captain America, appeared by the teens side, having closed the distance between then in record time and slammed his shield into Kang's face with enough force to send the Time Villain flying to the ground, unconscious.

Seeing the threat neutralised, Iron Man waved off the Robot. "Ultron, stand down. Kang's done. It's over."

At that moment, everyone presents breathed a sigh of relief. Wasp immediately rushed over to Ant Man and helped him up. All around the hanger, the other Avengers were starting to come too. Ben looked down at the unconscious Time Villain with a disappointed look on his face. The Avengers may have saved the day. But at what cost?


Hours later and it looked as though the world was starting to settle after the nightmare that was Kang's invasion. SHIELD had set up mobile bases to help civilians, who's homes were destroyed during the attack as well as aid with clean up. They were not alone in that endeavour as many heroes also helped with the clean-up and rescue of anyone that needed it.

Kang and his remaining forces were arrested and imprisoned in 42, with Kang not saying a single word since his incarceration. As for Damocles Base, while Ben did enjoy the idea of hiving his own personal time traveling spaceship, it was obvious to him that no one person can have all this power and use it responsibly all the time. Plus, the teen didn't want to paint a bigger target on his back for SHIELD to consider in a threat. So, in an act of good will, Ben turned over command of the Base to SHIELD. And action that was a surprise to Director Fury and Iron Man.

But before he handed over the digital keys. Ben took a moment to lock down several parts of the ship he felt was best SHIELD didn't get their hands on. Such as files for future weapons and the Armory itself, as well as the Trophy room. But that one was more for the fact that no one should ever have to look at that horrendous room again.

One Final thing, Ben insisted on before turning over the ship was ensuring Princess Rovanna would receive treatment for her condition. Kang had already lost his timeline. But he would not lose the woman he loves, if Ben had anything to say about it. The Alien Avengers was assured that she would be well taken care off as her chamber was moved off ship to the Baxter Building. Where she would be treated by the worlds smartest minds. Ben had considered using Clockwork to heal her condition. But since this was the first time, Ben had encountered anything like her condition, he wasn't sure if he could fix her, or make it worse. So, until Ben can gain more control over Clockworks time manipulation abilities, it was best if she was treated by more capable hands.

After that had all happened and each Avenger was thoroughly debriefed by SHIELD, the heroes headed home for some much-needed rest. Ben in particular felt especially emotionally drained. After everything that had happened, including almost dying, the teen felt like sleeping for a week.

But despite his relief about saving the world, one thing still loomed in the teens head. Kang's warning of the future. He already knew that his presence in this universe has changed the timeline and that future that Kang showed him was still a possibility. Ben had yet to tell the others about his encounter with Eon and how his influence could've set them on the path to that future. It troubled the Alien Hero, knowing that at some point he could do something that would bring about the end of the world. How could he possibly go on with his life with that dark prophecy looming over his head.

In that moment, Ben looked around the Quinjet to the other Avengers. And he saw just how happy they were. He could hear them retelling the events of what happened when they were separated. Hulk and Hawkeye told Wasp about fighting Kang's Elite and Wasp regaled them of how she convinced Kang's guard to allow her to help save Princess Rovanna.

It was in that moment that Ben was reminded about what Paradox had said to him. The Future is not set in stone. Just because he was shown one possible future, it does not mean that it's the only future that's possible. There are many ways the future can unfold, and whether they be good or bad, He would face them with his team, his friends, his family. The Avengers.

Just then Bens phone started to buzz as the Quinjet entered the atmosphere, where cell service was finally available. The teen hero then pulled out the device and checked the notifications and a worried look suddenly spread over his face.

"Oh no." The teen said aloud.

"What's wrong, Ben?" Wasp asked, concerned.

"I just remembered. I haven't called Carol back, after I promised her I would." Ben said in a panicked tone as he showed his phone screen, reviling a long list of missed called and messages. "How ticked do you think she'd be?"

"Maybe you should've let Kang, erase you from the timeline." Hawkeye quipped, which made the other heroes howl with laughter. While Ben himself still looked like he was about to face a firing squad.


Once the team landed on Earth, Ben immediately took off to find Carol and explain everything. The other Avengers all returned to either their rooms in the Mansion or they're homes elsewhere.

Janet took the down time to go to the hospital to check in on her Asgardian Teammate. Who had been taken there after his encounter with Damocleses energy cannon. The size changing heroine walked into his room, only to find Jane Foster standing beside his bed. Apparently having not left his side, since he was checked in. The two women didn't wait long before Thor regained consciousness and saw the two women looking over him. Needless to say, the God of Thunder was not very pleased in his current situation. Mainly cause he knew Hulk was gonna rub it in his face how he missed the entire fight.

Meanwhile in Prison 42, Iron Man and Captain America walked along the platform. After the battle, the two heroes decided to check up on the new arrivals. But also used the time to talk.

"I just wanted to thank you, Cap." Iron Man said as they walked. "You really stepped up when I needed help, even after all the grief I gave you. I pride myself on my intelligence, on my tech, I think of myself as a futurist. But to someone like Kang, I'm living in the past. Just like you."

Captain America smiled at the Armored Geniuses statement. "The past isn't so bad. But the future… That's what we're fighting for."

"You've destroyed everything." A familiar voice suddenly spoke up. In the middle of their conversation, the two Avengers almost didn't notice that they were standing just outside the room of Kang the Conqueror.

"Is that so?" Captain America replied with scepticism.

"Oh, yes." Kang responded as he didn't look at the heroes as he sat in his cell. "I know, because I've seen what Ben Tennyson's actions have wrought. His betrayal is just the beginning." Kang then turned and faced the heroes, his eyes projecting an aura of dread.

"The worst is yet to come."


And there it is. The Kang arc is finally over. What happens next? Its anyones guess pretty much. XD

Anyway I hope you all enjoyed the new chapter and the new bits I added in the spice things up. Special Thanks to StarSaber21, Jade and Q and Just Q for all the help and support they've all given me these past few months. And thank you to all the people out there, that have shown their love for this story. I promise that I'm never gonna stop until this story has been 100% complete.

Now for anyone who's thinking that I will have the next chapter up by christmas or New Years. Im afraid this is it for the year. Cause lets be honest here, guys. Given my track record, the next chapter probably wont be out until Easter, Or maybe Valentines day, if a special lady can motivate me X3.

But still, as usual PM me with any questions, suggestions or anything and ill try to get back to you ASAP.

Until next time. Captain Rex 75, Out!