After 2 weeks the Space Demons and the Dagger Pirates were now gathered around the Training Bubble that Ben and Ester were in "I've actually ave to tip my at to dem, to be able to last dat long in dere with da gravity constantly increasing is really impressive, not even you lasted dat long Vilespa" Dagger said, Vilespa pouted at that

the door then opened and Ben and Ester stepped out their clothes were now in tatters and most of their muscles now were now well defined, Ben's more so "wow I feel so much lighter now" Ben said

"well lad ye be training at (checks the gravity meter outside) oly ell you two be training 480 times dis planets gravity"

"well we did have 90 years to adjust to it" Ester replied

"90 years well spent" Ben said and he wrapped an arm around Ester's waist.

"Well it's time to kill some toads" Vilespa said and banged one fist into her palm

"ye ear dat boys, were aving frogs legs for dinner" Dagger said making the Dagger Pirates cheer

"okay first off Moshu do you think you'd be able to teleport all of the Incursean's to one place at once?" Ben asked

"in my sleep, but first" Moshu then snapped his fingers and in an instant Ben and Ester's clothes were fully repaired

"thanks, second when they arrive I need you Glacya to strike the Incursean ships with the most powerful bolts of lightning that you can muster, that'll put an end to the Bad Upgrade's (Glacya nodded) and for the rest of you kill the Incursean's" everyone smirked at that "to Bellwood outskirts" Ben said and in a flash they all disappeared.

When they arrived at the outskirts Glacya began making dark storm clouds above them, Moshu then turned to Ben "your cousin has formed a resistance group against the Incursean's I contacted them 2 weeks ago to tell them not to attack and wait for today"

"thanks for that could you teleport them here?"

"that's what I was intending" his eyes then glowed white and in a flash Gwen's team and the remaining Plumber's appeared

"hey guys, miss us" Ben said

"Ben!" a large portion of the group said and he was embraced in a few hugs

"well, well Maxy it's been a while asn't it bout 6 years now right"

"Dagger" Max said and he aimed his laser at him

"hold it grandpa" Ben started, getting his attention "the Space Demon's and the Dagger Pirates are here to help beat the Incursean's, if you can't make a truce with them then I suggest you leave" Ben said firmly

Max was genuinely surprised at Ben's attitude just then but he did have a point "fine, until this whole mess is over we have a truce" Max said and he begrudgingly shook hands with Dagger

"okay Moshu now" Ben said, Moshu nodded and he closed his eyes before a blue aura surrounded him, his eyes then snapped open and in a blue flash of light all of the Incursean's as well as their ships and weapons appeared, all of the Bad Upgrade's had merged with all of the ships turning them into super weapons but with a simple snap of Glacya's fingers multiple massive bolts of lightning came out of the dark clouds and struck the ships causing them to both explode and petrify the Bad Upgrades merged with them preventing the ships from being pulled back together. Now standing in front of the group were a mass of 15,000+ Incursean's

"wow there's more of these toads than I thought" Vilespa said

"I teleported every Incursean in the universe here" Moshu replied, Ben took note that quite a few of them had the same kind of physique as his alien Bullfrag.

Milleous, who was at the front of the mass of Incursean's, was confused one second he was at Plumber HQ the next he was in the outskirts of Bellwood, which was followed by his ultimate weapons (minus the downed flag ship) being destroyed by lightning, looking ahead he saw all of the plumber's who had escaped 2 weeks ago as well several people who worked alongside Ben Tennyson in the past, before his eyes locked on said person "Tennyson!? I thought I told you to never come back here" he said

"Milleous, did you really think I'd do that? I just used the past month to train and work out a plan on how to beat you, now normally I'd give you a chance to surrender and never come back but during my time training I realised that in order to get rid of a problem for good you have to nip it in the bud, so basically what I'm saying is you and your kind are not leaving this planet alive"

"mind if we cut in Tennyson?" Ben looked and saw Heatbat along with all of his minions "there's some toads that we'd all like to stomp on" he said

Ben smirked "well then without any further ado (look's at his allies) spare no one" Ben said

"ATTACK!" Dagger shouted and he, Ben, Ester, the Space Demons, and his crew charged at the Incursean's.

The rest of Ben's team were surprised as Ben turned into Four Arms without touching his Omnitrix and began tearing the Incursean's heads off or crushing their heads "um Grandpa is it wrong to be killing these guy's" Gwen asked

"under normal circumstances yes, but honestly I'd make an exception in this case" Max replied

"well I'm all for it!" Jimmy said as he twisted 3 rings and he became covered in a translucent yellow armour, a red laser sword appeared in his right hand, and a purple translucent machine gun appeared over his left forearm and he ran towards the Incursean's

"kids got spunk I'll give him that" Kevin said before he (he absorbed a piece of Duranite he kept with him), Gwen (Gwen turned into her Anodite form), Max and the plumbers charged at the Incursean's.

Vilespa powered up to 50 percent of her full power and was killing Incursean's with simple punches and kicks and used her pinkie fingers to deflect any laser's shot at her "god you guys are weak" she said as she back handed an Incursean making its head explode. She looked and saw Glacya now had a massive group of Incursean's caught in a tornado, she then saw the Incursean's become incinerated as the tornado turned into flames, Glacya then swung her arm and the fire tornado turned into a wave of fire that went over about 200 Incursean's, incinerating them "nice" Vilespa said and she went back to killing.

Jián, now with all three swords out (one in each hand and one in his mouth) tore through a group of Incursean's and when he appeared on the other side they all fell to pieces turning around he used his swords to deflect the lasers being fired at him from another group of Incursean's, he then crouched down and launched himself at them while also spinning around "Dragon Twister!" he shouted as he became surrounded by a twirling blue aura which sucked them in and spat out bloody chunks. When he stopped he looked at his handy work "I haven't had this much fun in a while" before he swung his right sword and decapitated 5 Incursean's.

Moshu was using his psychic abilities to eliminate his opponents, raising his left hand up over 100 Incursean's floated up into the air before they were all torn to pieces by an invisible force, he then dropped the blood chunks to the ground before he possessed another 100 and made them blow their brains out with their own weapons. With a snap of his finger's a group of Incursean's behind him burst in a spray of blood and guts and with a wave of his left hand another group was compacted into marble sized balls. Dagger was using his cybernetic arm (his hand having transformed into a laser) to blast holes through their chests and used his enhanced strength to stomp and crush their heads if they were still alive after they hit the ground, his crew were pretty much doing the same thing only without the crushing and were also using laser swords to hack and slash their opponents to bits.

Ben was turning into one alien after another and was using all of his aliens abilities at lethal levels of strength, right now he was Diamondhead and was impaling Incursean's left right and centre with his crystals, he then turned into Shocksquatch and fried another group of Incursean's with his electricity. He then turned and his eyes widened as he saw Ship go from it's normal armour form into a 50 foot tall slightly modified version of its Armour Form, which was then followed by a massive amount of weapons coming out from all over its body "well that's new" Shocksquatch said before Ship rapidly fired all of its weapons completely obliterating about 500 Incursean's "that's my boy" he was then shot in the back by an Incursean, with a frown he grabbed its head and fried it with his electricity.

Ester was now using her stretching abilities in ways she never thought were possible a month ago (normal time) she smirked at a group of Incursean's before she corked her mouth with her right thumb and bit into the joint (making a small hole in it) she then took a deep breath, making her body swell up like a balloon, before she blew all of the air into the hole which made her whole arm expand to about 20 times its original size she then moved the air in her now inflated bones to just her forearm and fist which was now about the size of a small Incursean space craft. "this'll be one punch you'll never forget" she said and she launched her arm forward with her upper arm extending, her fist caught a lot of Incursean's on it before it squashed them flat up against the side of the flag ship "eew toad guts" before swung her arm up and smashed it down on another group of Incursean's, crushing them.

Gwen, Kevin, Max, and Jimmy were shocked at what Ester had just done "Ben sure can pick'em huh?" Kevin said getting nods from the other's, forming his arms into blades again Kevin continued hacking and slashing the Incursean's to pieces while Gwen kept shooting beams of mana through their chests. Jimmy was surprisingly very skilled at using his rings and was combining their abilities very well though it was slightly unsettling at how vicious he was attacking the Incursean's, but that was mostly due to the fact he was so angry at them for what they had done, especially to his mum. Max and the rest of the plumbers were holding up very well though they hadn't taken out a fraction of what the others had due to their fire power not being as effective as most others.

Heatbat and his minions were easily taking out their opponents; Heatbat's minions hated the Incursean's as much as the next alien, so they were enjoying killing them, Heatbat on the other hand had one thing in mind, get back what was his. Even while he was joining in on the massacre he was also listening carefully for someone, soon he found the voice he was looking for and he flew through a window on the flag ship.

Ben, now as Kickin Hawk, was back to back with Kevin "man these guys just keep on coming" Kickin Hawk said

"tell me about it, hows about you give me some air time" Kevin said

"Four Arms" and in a flash he went from Kickin Hawk to Four Arms

"dude did you-"

"later, now arms out" Kevin stuck his bladed arms out to the side and formed a spear on top of his head Four Arms then picked him up and threw him at a mass of Incursean's slicing everyone in his path in half, Four Arms then turned around began punching and tearing the heads off of every Incursean in his path.

Soon the Incursean's massive numbers had dwindled all the way down to a measly 300 but even though the odds were completely against them they were still ready to fight "I'll give them points for enthusiasm that's for sure" Jián said now slightly winded, they were about to end it for good when as massive stream of fire burst out of the side of the flag ship and left a large burnt trail along the ground. Everyone watched as Heatbat flew out of the hole, Ben was about to make a remark when what could only be described as a giant feral looking dragon burst out of the side and screeched loudly before a massive stream of fire erupted from its mouth

"what da ell is dat ting!?" Dagger asked

"I have no idea" Ben replied, green laser's shot out of Heatbat's eyes but the lasers just ricochet off of the beasts armour-like hide. The creature was about to take a bite out of Heatbat (who could easily fit two of him in its mouth with ease) when it spotted the giant Ship, with a screech it charged right at it, crushing several Incursean's in its path before it leapt up and tackled Ship to the ground before it started attacking it.

Earlier

After Heatbat had busted into the flag ship, he flew through the halls using his super hearing to locate his intended target. Once he had found the room his target was in he busted down the door to reveal Dr. Psychobos just finish using his upgraded Mutant Ray on Attea, the four occupants in the room looked at the intruder "give me back my Mutant Ray and I won't fry you to a crisp" Heatbat threatened angrily

"oh so you want a repeat of what happened when I took it from you last time?" Dr. Psychobos stated as his dog (formally Khyber's dog) growled angrily at Heatbat "I've got to admire the ingenuity in this device of yours however, it's got great potential, we just used it to give Princess Attea here the DNA of a Tetramand and all of the abilities that go with it"

"I also have the DNA of a To'kustar and a Tundraian in me, like so" she then took a deep breath turned to the side and blew, freezing her dad solid she then walked over to him and with a simple flick he shattered like glass shocking the other occupants in the room "oh don't be so shocked, I was going to over throw him at the first chance I got which was just then, now because I don't want to dirty my hands taking out a weakling like you I'll let crab cakes' pet's new form take care of you"

"new form?" Heatbat questioned

"yes using my fabulous intellect I was able to fuse all of the predator DNA in the Nemetrix to make a new one of a kind Ultimate Predator, Zed why don't you show our guess the new predator I made" Dr. Psychobos said Zed then transformed into the new dragon-like creature he had made that was so big it tore apart several room's in the ship "I present to you Predator X" Predator X gave a screech and began attacking Heatbat.

Present

Ben and his allies were about to put an end to the remaining Incursean's when a glowing ball came out of nowhere and disintegrated all of the remaining Incursean's "well that just saved us a bit of trouble" Vilespa said

"oh I wouldn't be celebrating just yet if I were you, the real battle hasn't even started yet" Attea said as she floated down and landed on the edge of the crater she had just made and began walking over to them.

"uh Attea I hate to burst your bubble but you are officially the very last Incursean in existence" Ben said

"yeah I know but who cares, with my new strength and powers I'll rule the whole universe, so I don't need to have a race" she said as she stopped about 10 feet from them "now I want to test out my new power's so who's the strongest one here?" she asked

"that would be me" Vilespa stated as she stepped forward

"okay come at me at full strength"

"full strength huh? Alright give me a minute" Vilespa said and she started to power up. A strong wind began coming from Vilespa that knocked a lot of the weaker people down, they watched as her muscles became more defined and the wind got stronger "there we go full power" she said casually as she walked over to Attea, the ground rippled like water with every step she took until she was standing in front of Attea and in the blink of an eye her fist was now pressed up against Attea's face but to everyone's shock Attea didn't even flinch

"what was that?" she asked Vilespa began punching and kicking Attea as hard as she could but Attea was like a statue, Vilespa went to punch her in the face again only for Attea to catch it and keep it firmly in place...between her thumb and index finger "ether the stories about the Space Demon's are completely overrated or having the combined strength and abilities of a Tetramand, a Vaxasaurian, a Gimlinopithecus, a To'kustar, and a Tundraian has just made me that much stronger, what do you think?" she said before she shocked Vilespa, when she stopped she let go of Vilespa's arm and smirked Attea began punching and kicking Vilespa at the same speed as she had to her only her results were much different than Vilespa's. Attea was beating the living snot out of Vilespa, Attea's attacks were so fast and brutal that Vilespa couldn't even block, the Space Demon's for the first time in a long time actually felt nervous, if someone could do this kind of thing to Vilespa while she was at 100% there was no way that they would even stand a chance against them. with one final blow Vilespa skidded face first along the blood and gut covered ground before coming to a stop at Ben's feet, Ben watch as Vilespa's muscles shrank until she looked normal, he then rolled her over and checked for a pulse, thankfully she had one

"Moshu teleport my Grandpa, the plumbers, Heatbat's minions, Vilespa, and Snips to the place I'm currently thinking of" Ben said and in a flash said people had been teleported to the medical bay of Plumber HQ.

"good tinking der lad" Dagger said "I heard what you said, why did you teleport them away but kept all of these weaklings here" Attea asked

"I couldn't keep them away even if I tried, I'll fight you now Attea, I want the rest of you to help Ship" gesturing to the two battling titan's

"are you sure Ben? we could fuse together again" Gwen said

"we'll use that as a last resort but right now I've got one alien that'll hopefully be a match for her" Ben said confidently and he walked forward before saying "Ultimate Frostbite" and instead of the normal flash Ben was engulfed in a swirling green and blue dome for a few seconds, when it disappeared standing in Ben's place was the Ultimate form of a Tundraian, all of his muscles were bulked up and well define, the horns on his head and the lines on his arms, legs and tail were now gone, his skin was now metallic blue, the forearm and shin guards were now fused to his skin as well as the same colour, the blue swirling sections on his shoulders were now gone, and the Omnitrix symbol was now in the place on his abdomen that had previously been another swirling blue section.

Attea looked at Ultimate Frostbite up and down "not bad, but do you think you stand a chance against me, when the second strongest being in the universe was tossed around like a ragdoll as you would say" Attea said, Ultimate Frostbite disappeared and reappeared with his fist now pressed firmly against her face. Attea was then lifted off of her feet and flew back a bit before she stopped herself, she growled angrily before she felt something run down her face, wiping her nose she saw that she now had blood on her glove, with a scowl now on her face she looked at Ultimate Frostbite only to be punched across the face by him and she went up into the air, he then followed her and grabbed her by her left arm and leg and brought her down on his knee and then sent her crashing into the ground with a sledgehammer to the stomach. Ben took note that all of the blood and gore was now gone from the ground, he assumed Moshu had taken care of that, he also saw that the other's were now trying to beat the beast that was attacking Ship.

An explosion happened beneath him and Attea flew straight up, she was not a happy camper "not bad monkey, but with my strength and abilities you're gonna need to try a lot harder than that" she said and she began rapidly firing energy blasts at Ultimate Frostbite engulfing him in a sphere of energy which detonated in a large fiery explosion Attea panted a bit as she looked at the cloud of black smoke but her face got a look of shock on it as the smoke cleared to reveal Ultimate Frostbite didn't have a scratch on him

"interesting, I'm assuming that it's the To'kustar DNA in you that has given you the ability to use energy attacks?"

"yes that's right" she said while regaining her composure "of which I'm going to use to eliminate you, your friends, and then this entire orbiting mud ball" Ultimate Frostbite raised his hand aiming it at Attea

"I won't let you" he said he then pumped his palm forward a bit and Attea was sent spiralling back through the air uncontrollably until she managed to stop herself.

"What the hell was that?!" she exclaimed not knowing that Ultimate Frostbite had just used his immense strength to make the air in front of her to force her back, he then flew at her and elbowed her in the face sending her back he then followed it up with an uppercut and then headbutted her in the back as she flipped over. Attea recovered from the assault and began punching and kicking him but he blocked every hit with ease with one final hit the two separated 'I don't believe it how could he possibly be this strong, I have the strength and powers of all of his strongest aliens combined so how could he possibly be stronger than me being just a single alien, unless... yes that can be the only way to explain it, he must be in the perfect stage of a Tundraian' "I just figured out how you're so much stronger than I currently am, it's because you're currently in the perfect stage of a Tundraian"

"I am greatly aware that Tundraians have the ability to change into different stages in order to gain or regress power however I am currently beyond the stage of a Perfect Tundraian, hence why my power is so much greater than yours"

"well then if you know so much about Tundraians then you know that they're capable of increasing their strength dramatically, from what I can tell I'm currently at 30% of my full power, allow me to power up and I'll give you a fight you'll never forget" 'and you'll never leave from alive'

"I take it you've had Tundraian DNA in you for a while now seeing as how you know so much about them"

"indeed in have"

"and why should I let you power up to your maximum?"

"you're a human and from what I've seen besides fleeing at the first bang you hear you're also a very curious species, so I bet right now you're just dying to know what I'm truly capable of" what Ultimate Frostbite didn't know was that while Attea had been talking she had been secretly powering up right now she was at 75% of her full power.

"while that may be true for most cases I've learned never to let the bad guy gain the upper hand so I'm not going to give you that chance"

"oh yeah well I've got news for ya monkey boy" Attea's muscles started to expand "during that little chat I was secretly powering up... 90% (her muscles kept expanding making her sleeves and pants tear) 95% (sparks flew around her) 100%!" an explosion of energy erupted from her body and knocked or pushed back everything within a mile radius from where she was. Ultimate Frostbite smirked

"so this is you at your full power huh? I'm not impressed"

"you will be when you're dead, JUST LIKE YOUR FRIENDS!" and she fired a large energy ball at the others who were still fighting Predator X. Ultimate Frostbite watched as his friends family and allies disappeared in a huge fiery explosion, when the smoke cleared all they could see was a huge smoking crater "all gone, awe don't be so glum, you'll be seeing them again real soon" and in an instant she punched Ultimate Frostbite in the stomach making him double over, she then grabbed his head and smashed his face on her knee sending him up in the air she then appeared above him and kneed him in the back before she flipped over him and began rapidly punching and kicking him so fast and hard that he didn't have a chance to so much as block, she then grabbed him under the arms and threw him down to the ground he recovered at the last second and landed in a crouching position before she kicked him into the ground and pushed off. Ultimate Frostbite quickly got back up and flew at Attea only for her to disappear, she reappeared a moment later in front of him and elbowed him in the face followed by a windmill kick to the head and she began punching and kicking him again. Attea finished the barrage of punches and kicks with a double palm thrust to the chest sending him flying back, when he managed stop he looked a head and saw Attea was now gone

'amazing, at 100% in a Tundraian's base stage and the combined strength of my strongest aliens, she is out matching me...hopefully she hasn't had a lot of training with her 100% power otherwise I'm probably screwed' Ultimate Frostbite thought before Attea kneed him in the back and sent him crashing to the ground.

Attea landed next to him and kicked him hard in the side making him skid along it before she flew up and came down stomping his head into the ground, Ultimate Frostbite quickly got up avoiding another stomp in the process, and managed to catch both of Attea's hands as she went to punch him again. He was greatly struggling to hold her in place "get your hands off of me you damn dirty ape"

"make me you slimy green toad" and he began trying to crush her arms, she then swung her arms out to the sides, making him lose his grip on her arms and she kneed him in the stomach making him double over.

"You know if you surrender now I'll make your death as painless as possible"

"don't count me out just yet Attea (straightens up) because this fight is far from over"

"we'll see" she then disappeared and reappeared behind him, she went to give him a power punch to the back but he dodged her attack at the last second and trapped her arm under his before he headbutted her he then grabbed her arm and spun her around like a top before hurling her to the ground. She managed to stop herself only to be kicked in the face by both of Ultimate Frostbite's feet, he then fired an energy blast which carried her down, crashing her into the ground, and then detonating making a large explosion

"ether my theory is correct or that was just a complete fluke, in any case it's a good thing I can use energy attacks as an evolved Tundraian" Attea burst out of the ground and flew up until they were eye to eye, her clothes were now torn even more and she now had a few cuts here and there

"that was the only attack you will ever make on me" she said raising her fist she was about to attack him when she was engulfed in a massive stream of fire when it stopped a lot of her clothes had now been burnt off and she now had some first degree burns on her body looking down they both saw a badly hurt but still very much alive Predator X "I gotta admit that thing is very durable" she said before it flew up straight at her she managed to dodge it but was hit hard in the side it then turned around in the air and flew straight back at her by the time she recovered from the tail whip it clamped its huge jaw on her so her waist down was in its mouth as its razor sharp teeth pierced her skin, she punched it in the head making it let go of her and plummet to the ground where it crashed in a heap on the ground now unconscious, during the scuffle Ultimate Frostbite had been whipped across the chest by Predator X's tail which had left a long bleeding cut "this time I'll make sure you stay down for good!" she shouted angrily and she fired a massive energy ball straight down at the beast that completely obliterated it on impact "I don't know how that thing survived my first attack but at least its dead now" hearing that brought a fresh wave of anger to Ultimate Frostbite as he remembered she had completely obliterated everyone he then shot forward and punched her in the side of the face knocking two teeth out, he then repeatedly punched her in her new wounds getting his hands covered in her blood, but he didn't care he then grabbed the sides of her head and headbutted her three times before she punched him in the chest separating them.

"looks like you're currently eating your words huh Attea?" she knew what he was talking about and she flew at him, the two now appeared to be evenly matched as opposed to Attea being the dominant one in the fight. Standing on the flag ship Heatbat was observing the fight between the two, after he had recovered from Predator X's attack he had reclaimed his Mutant Ray and taken it back to his lair before flying back to observe the fight

"watching a fight like this makes me want to stop being a criminal, knowing that Tennyson could kill me with a flick of his wrist" he continued observing the fight and started to notice something "Tennyson is starting to gain the upper hand ether he's getting stronger or she's getting weaker ether way the scales are defiantly tipping in his favour...maybe I should inform him that those friends of his are still alive...nah let him beat the crap out of her first" he said and he continued watching the fight.

Attea was now holding Ultimate Frostbite by the leg and constantly slamming him to the ground or into the flag ship she then hurled him up into the air before appearing above him and kicking him down into the ground but he quickly recovered and got back to his feet. They both disappeared and loud booms were heard all around followed by flashes of light, the two were now moving so fast that only someone of equal strength to them would be able to see them. the two finally appeared on the ground with Ultimate Frostbite now holding Attea's left arm while his free arm was now firmly pressed into her stomach, Attea coughed out blood before she gave him an upper cut she then went to kick him in the stomach but he blocked it and pushed her back as she stumbled his arm became covered in ice which formed into a barrel sized fist and he smashed her into the ground with it, the ice shattered on impact due to the force of the hit, a blade of ice formed around his other arm and he swung it at her only for her to counter it with her own ice blade the two slashed at each other but all they managed to do was make small cuts on each other with one final swing the two blades shattered on impact with each other the two leapt back several feet from each other before they blew and made a thick wall of ice between them.

Attea burst through the ice wall and punched Ultimate Frostbite in the stomach, he responded by grabbing her head and encasing it in ice before he smashed it on his knee making the ice shatter and he kicked her hard in the stomach. "Ice may be good in a lot of cases but energy attacks deal a lot more damage" Attea recovered and shot at Ultimate Frostbite before wrapping her arms around his torso

"so is electricity!" she shouted and using her Gimlinopithecus DNA she sent a thousand volts of electricity coursing through his body he growled in pain before he began repeatedly kneeing her in the stomach making her stop shocking him and he sent her straight to the ground. Then to Ultimate Frostbite's shock she started to get bigger and bigger until she was about 50ft tall he assumed that it was the Vaxasaurian DNA in her "now I'm going to crush you like the lizard you are" and she tried to stomp on him but he easily dodged, thanks to his incredible speed all of her attacks had missed him. "stay still so I can squash you"

"yeah like that's gonna happen" he said he then saw an opening and flew in he the stuck his hand out and ploughed it into one of the gashes Predator X's teeth had made earlier before he unleashed an energy blast that tore a large hole right through her.

Ultimate Frostbite removed his hand and flew away as Attea fell to her hands and knees with one hand on the hole as she reverted back to her normal size, she stood back up and looked at her new wound the front still looked the same but she now had a finger sized hole on her back which made her very angry "see when you're giant you just make yourself a bigger target" he said as he landed in front of her

"you no good dirty monkey!"

"toad face" she shot forward and began pummelling him all around the area until they were back up in the air. She swung her leg out at him but he caught it and twisted it making her cry out in pain, she then kicked him in the face with her other foot making him let go of her leg, she then planted her knee into his stomach and forced him down until they crashed into the ground she then got off of him and smirked "and down the great Ben Tennyson goes"

"you think so huh (he then sat up) you're gonna have to try harder than that to beat me"

"but how you should be crippled from an impact like that...unless you've been getting stronger throughout this whole fight"

"that's one way to look at it" the two began to fight again only it was clear that Ultimate Frostbite was the dominant one in this fight right now Attea now could hardly lay a hand on him and every time she did manage to land a blow it had little effect on him.

With one final punch Attea and Ultimate Frostbite separated from each other, Attea was now panting as she locked eyes with him before regaining her composure "you're nothing but a monkey with a fancy watch"

"I'd rather be a monkey than a slimy toad like you"

"why you little!" she then pushed off and disappeared before she began delivering one savage blow after another until with a final kick to the back Ultimate Frostbite was now face down on the ground

'that didn't hurt nearly as much as it would have before, this fight is starting to draw to a close' he thought as he lay on the ground and started to get back up once he was back on his feet he saw Attea flying at him, he managed to dodge her hit and countered with a powerful burning punch to the stomach. The blow not only stopped her in her tracks and brought her to her knees, it also left a horrific burning sensation in the spot where he had hit her "that was a punch so cold it burned"

"you, you" she didn't get to finish as she was given a burning kick to the head receiving the same burning effect before she skidded face first along the ground, he then reappeared in her path and with another burning kick sending her up in the air.

He continued giving her burning punches and kicks so fast that she couldn't even block Ultimate Frostbite's attacks, with a final kick he sent her ploughing through the flag ship and crashing into the ground on the other side. As Ultimate Frostbite floated down he noticed Heatbat on top of the flag ship on the edge of it, he then landed next to him "I take it you enjoyed the show"

"yes thoroughly, I take it you're going to finish it now?"

"Yes I am"

"oh and I just thought I should let you know you friends are still alive"

"what!?"

"If I had to guess I assume they teleported away at the very last second"

"how do you know that they're alive?"

"my ears aren't just for show, I can hear them besides how else would I have known you had returned to Earth"

"thank you for this information" he then floated down as Attea started to slowly and painfully get back up. once she was back on her feet she saw Ultimate Frostbite standing just a few meters from her the two locked eyes "it's over Attea, you've lost"

"what!? What do you mean I've lost!?"

"your strength is now decreasing with every blow I make to you now, add to the fact that your strength has diminished greatly since we started to the point where it was like you fighting Vilespa only now the rolls have switched" Attea grit her teeth together angrily as she tried to not be blinded by her rage "I'm currently strong enough to kill you with one blow...but I'm not" that surprised both Attea and Heatbat "death is the easy way out for you now, I'd prefer to let you suffer knowing that you now have nothing not even a title for yourself"

'how dare that scum pile talk to me like this' she thought to herself

"I'm giving you two options Attea leave this planet and never return or I take you into custody where you'll rot in a cell for the rest of your miserable existence"

"you'd let me go, just like that even after I killed all of those people"

"yes, it would ease my conscience knowing I spared one Incursean"

"fine I'll leave" she growled out "good" he then touched his Omnitrix and in a flash he turned back into Ben revealing that even he had taken some damage due to the cuts and torn clothes "I'm tired of fighting, I'm going home"

"I'll leave" she then formed a large flat disk made of ice "right after I kill you!" and she hurled the disk at him, Ben's eyes widened as the disk shot past him and split his cheek open Ben turned around and saw the disk hovering in the air behind him turning back to Attea, he saw she now had her hand extended out before clenching it into a fist.

"you bitch, I gave you one last chance to live, looks like I actually will have to kill you after all, Ultimate Frostbite" he said before he turned back into said alien he then began flying around as the disk started following him.

Attea was greatly enjoying herself as she made the disk constantly follow Ultimate Frostbite "round and round the monkey goes if he should stop then off with his nose" she said gleefully. Heatbat watched as Ultimate Frostbite began flying straight at her, realising what he was planning on doing he decided to help out he charged the lasers in his eyes to the max and fired them, just as Ultimate Frostbite flew up Heatbat's lasers struck the ground in front of her making a large cloud of dust, seeing her ice disk she jumped up and just barely managed to avoid being cut by it turning her head in the direction the beam had come she spotted Heatbat 'I thought that over grown lizard killed him, well looks like I'll-' her thoughts were interrupted as Ultimate Frostbite smashed a gigantic ice mallet on her sending her crashing to the ground, he then formed a massive chunk of ice in front of him and then let it fall. Attea was just starting to get up when the huge chunk of ice landed on top of her, he then looked at Heatbat and gave a small smile along with a nod acknowledging that he had helped out earlier, the ice then split in half and Attea flew up until she was eye level with Ultimate Frostbite she then flew forward and threw several punches and kicks but he dodged them easily, he then disappeared and before she knew what happened he now had both of her arms pinned behind her back with one hand

"I'm gonna do something to you that I'm sure your dad never did"

"and what prey tell would that be" in one quick motion he now had her over his knee and began spanking her. Heatbat having learnt a bit about humans and disciplinary actions burst out laughing at this and for some reason his super hearing picked up a lot of people laughing as well. Ultimate Frostbite then let go of her and moved his knee before giving her a sledgehammer hit to the back, she saw the ground fast approaching and managed to recover at the last second and landed in a kneeling position "it's time to put that monkey down for" she said as she stood back up

"hey look out behind you!"

"oh right as if I'm stupid enough fall-gah!" her now out of control ice disk sliced her clean in half and cut most of her left arm off as well so she now looked like Ben after he had been blasted by Malware only her head was fully intact.

Both Ultimate Frostbite and Heatbat were shocked by this turn of events and were now looking at the sliced up Attea, both landed on the ground in front of her and looked down "I tried to save you Attea but you wouldn't let me, now thanks to your arrogance you caused your own defeat" he then touched his Omnitrix again and he turned back into Ben again "it's a shame your life had to end in such a miserable way" he said before to his surprise Attea began to move she first propped herself up using her remaining arm and then floated up until she was eye level with him "okay honestly I was not expecting that"

"so monkey boy what is your next course of action with me now"

"well as long as you don't try to attack me again I'll give you the option to leave and never return (he looked her up and down) and given your current condition you're in you'd be stupid not to take me up on the offer"

Attea looked at the damaged flag ship and then back to Ben "fine" she muttered and she flew up and through one of the broken control room windows and started the ship up thankfully for her the only thing not damaged on the ship was the engine.

Ben and Heatbat watched as the ship rose up into the air, it then shot straight up into the sky and out of sight "if I may ask why did you let her go?" Heatbat asked

"she just looked too pathetic to kill" Ben replied "by the way thanks for the help with the ice disk earlier"

"eh I just wanted to see her dead" he said before he melted the oncoming disk with a powerful flamethrower

"nice, you said everyone was alive right?"

"yes"

"alright then, see ya" and in an instant he disappeared leaving a surprised Heatbat.

Ben reappeared in Plumber HQ medical ward where everyone was standing around a giant crystal ball that now showed the battle field "phew that's a relief" he said making everyone look at him

"Ben that was incredible!" Gwen said

"heh heh thanks, so I take it that Moshu was the one who teleported you all here!"

"yeah he did"

"I'm still surprised that that beast survived an attack of that magnitude" Moshu stated

"so Tennyson I've gotta know how did you unlock the master control" Kevin asked

"it took me two years to figure it out but I finally managed to unlock it"

"2 years?"

"yeah Ester and I were in a training bubble which in there three years equals to 1 day out here, plus while you're in there you don't age, and you don't need to eat or sleep"

"wait so you and Ester were training for the equivalent of 90 years?" Gwen asked

"yep"

"and you two didn't have a fight or anything"

"oh we had tonnes of fights but we always made up and now I think were closer than ever"

as they talked Max's heart almost stopped as he saw the tattoo on Ben's arm he managed to regain his composure and turned to the Space Demon's "Space Demon's, for helping save Earth from the Incursean's you are free to go (Turns to Heatbat's minions) same with you lot as well" Ben smiled at that

"well then, I say that we should celebrate the wiping out of the Incursean's" Dagger said getting grins and smirks from nearly everyone

"sounds like a plan" Jián said

"you coming you lot" Dagger said while looking at Max and the Plumbers

"no"

"well suit yourself, off we go Moshu" and in a flash they disappeared

"Ben we need to..." he trailed off as he saw that only he and the Plumbers (minus Blukic and Driba) were still there, this made him mad but he currently had more important things to do.

Meanwhile

Back at the battle field Heatbat was looking up into the sky where the flag ship had flown off "he may have let her go, but thanks to me she's not going to be leaving this solar system alive" he said to himself and he flew off.

On the flagship

Attea was starting to feel lightheaded as she made her way to the medical bay on the ship, the only reason she was still alive at this point was due to the fact she had so many different types of alien DNA within her now. Just as she reached the medical bay door alarms began blaring "warning nuclear fusion reactor has reached critical mass, melt down immanent"

"oh fri-" and in a flash of light the flag ship was reduced to shrapnel.

Later

The celebration was still in full swing, once Kevin had noticed the tattoo on Ben's arm he was given a multitude of questions but after some explaining they all thought it was pretty noble what he did. Jimmy pulled a Ben and had gotten drunk on Grats and was right now trying to balance on an empty barrel, Ben had found out how Jimmy became a member of Gwen's team and had felt terrible knowing that it was highly likely that his mum would still be alive if he hadn't have bought that armour ring for him, he was now outside transformed into Alien X, unfortunately he was having a lot of trouble...

Inside Alien X

"what do you mean you won't revive anyone the Incursean's killed?!" Ben exclaimed

"it's what we said kid, we're sick of agreeing to anything you propose (looks at Serena) I propose that Ben Tennyson is to never be able to use Alien X ever again" Bellicus said Serena looked at Ben and then to Bellicus

"seconded"

"motion carried"

Back outside

In a flash Ben was now back outside The Devil's Cross "those scum bags" he said barely able to control his temper, he then took a deep breath and exhaled "poor Jimmy such a great kid to be made an orphan in an instant" He had found out that Jimmy's mum had been an unadopted orphan and his biological scum bag father hadn't wanted anything to do with him since before he was born, he was about to head back inside when an idea popped into his head and he began to make a call.

2 days later

For the past 2 days Jimmy had been staying at Ben Tennyson's house due to it not being safe for him to be living on his own, today Ben, Rook, and Ship were helping Jimmy pack up his things due to Ben finding someone who was more than happy to take Jimmy in, and if Jimmy wanted to, be adopted by them. Jimmy was sad that he was leaving his home and was having memories of him and his mum but he also fully trusted that whatever choice Ben had made, Ben had been teleporting back and forth between the apartment and Jimmy's new home. During his time training Ben had been able to incorporate the teleporter into his head so now he could teleport anywhere he wanted in an instant with a mere thought. Once all of Jimmy's stuff was gone they had decided to give the rest of the furniture and stuff to Good Will which would be done at a later date.

"So Jimmy are you ready to see your new home?" Ben asked

"yes Mr. Tennyson" Jimmy replied Ben then grabbed Jimmy's hand, Ship jumped up on Ben's shoulder and Rook grabbed onto his vest and in an instant they were standing in front of the house "um Mr. Tennyson this is your house" Jimmy said

"yeah I know" Ben said with a smile

Jimmy's eyes widened as he realised what was going on "you mean..."

"yep welcome to your new home Jimmy...or would you like me to call you little brother instead?" Jimmy was so speechless all he could do was hug Ben who hugged him back "come on lets go fix up your new room" Ben said and he Jimmy and Ship headed inside while Rook followed.