A Battle of Time

Ben, Gwen, Kevin, and Ship were at Mr. Smoothy's enjoying themselves, yesterday the group had found out that Aggregor had survived Ships attack and had managed to obtainthe map of infinite which allowed him to reach the forge of creation, after quite I difficult rumbe Ben had managed to get rid of Aggregor for good by getting through to the Mother Celestialsapien who erased Aggregor from existence to protect her child.

"So what have you guys got planned for the rest of the day?" Ben asked

"I'm gonna head down to Undertown and check out the new auto parts RadZ has" Kevin said

"how about you Gwen?"

"I was going to go to a new beauty salon that opened up recently, what about you?" Gwen asked

"I don't know, might have a fly around town and visit Grandpa" Ben said casually before sucked out the last of his smoothy and then ate the cup and straw

"you know it still amazes me that you can do that" Gwen said

Ben shrugged "just means I don't leave a mess" he said with a smile, he then got up and gave his cousin a hug and fist bumped Kevin before he flew off

"want me to give you a ride?" Kevin asked

"please and thank you" Gwen replied and she kissed Kevin on the cheek causing the right side of his lip to curl up.

With Ben

Ben was now flying through the skies of Bellwood just enjoying the sense of freedom he was getting, he was also looking for any signs of trouble and so far he hadn't seen any, changing course he began heading towards the outskirts of Bellwood where one of the entrances to Plumber HQ was. When he arrived at the entrance he flew down the tunnel and soon arrived within Plumber HQ, after walking around for a bit he found his Grandpa looking at the main console screen with an odd look on his face. Looking up at the screen he saw several mug shots on it, some of the people in the pictures he recognised, they were Captain Dagger, Vilespa, Discord, Vilgax (who's picture was grey and had a red x across it), and... 'me?' "what's all of this Grandpa?" he asked startling him

"Ben you've really got to stop sneaking up on me like that" Max said

"sorry Grandpa"

"it's okay and to answer your question these are the Space Demons and their potential replacements for Vilgax and Discord"

"and I'm considered a replacement?" Ben asked in annoyed tone

"honestly yes after all you did defeat 2 of them, but don't worry we don't consider you a threat or someone who should be kept an eye on" Max said reassuringly

"that's good to know, so grandpa has there been any bad alien activity going on?"

"no, things on Earth have been pretty quiet lately"

"darn"

"got nothing to do huh?"

"yep"

"well I'm afraid that theres really nothing for you to do here, why don't you go to Bellwood mall or someplace like that"

"yeah that's not a bad idea, thanks Grandpa" he then hugged his Grandpa and left.

Ben soon arrived at the mall and was quickly greeted by a group of girls wanting his autograph, after signing a total of 20 autographs and having countless amounts of pictures taken of ether just himself or him with fans he was finally free to enjoy his day. While he was at the mall he checked out numerous places, first he checked out the comic shop, next he went into the video games store, followed by spending an hour in the arcade. After all said and done he was about to leave when he spotted a familiar figure exiting a modern looking Beauty Salon that was called 'Time-Z' "hey Gwen!" he called out as he made his way over to her, she looked in his direction and smiled and waved. As they walk towards each other Ben noticed something seemed off about Gwen once they reached each other he figured out what it was, she looked about a year or two younger. "hey Gwen, you look different" he said

"I should, I got the deluxe while in there" she said while pointing to the Beauty Salon behind her

"well it shows you look about a year or two younger"

"I feel like it"

"so is that the new Beauty Salon you were talking about?"

"yeah the owner Zegar and his staff are masters, I saw them make the women next to me look 10 years younger"

"really?"

"hmm maybe we should tell our mum's about this place"

"yeah lord knows they need it" and they both laughed.

"So is Kevin coming to pick you up?"

"yeah I was about to call him"

"so how are things between you two?"

"well we recently became a couple"

"congratulations cuz" Ben said and he gave Gwen a quick hug

"thanks Ben" Gwen said with a giggle before she started to call Kevin.

Ben arrived home having walked the whole way to try to eat up some time, when he entered the kitchen he saw his mum making dinner "hey mum" Ben said as he walked over to the fridge to grab a soda out

"hey there sweetie I'm making burgers tonight" she said

"you sound really happy" Ben said as he pulled out a grape soda from the fridge

"I feel fantastic, I went to this new place called Time-Z and after a facial and manicure I feel 10 years younger" she said Ben now had a look of shock on his face, his mother now literally looked 10 years younger making her have the same appearance that she had back when he was about 5 or 6. Ben frowned at this "what's the matter?" she asked

"oh nothing" Ben said casually and left the kitchen 'something doesn't seem right with that place, I think I'll have to check it out later' Ben thought to himself as he headed to his room.

After having dinner Ben and Ship headed back over to the mall, when they arrived they saw that the place was now closed "no problem" Ben said as he activated his Ultimatrix and then turned into "Big Chill!" then making both himself and Ship intangible he floated down into the mall. Looking around he spotted Time-Z and floated in before making both Ship and himself tangible again looking around he saw that the place looked like your average beauty salon heading into the back room he heard a voice

"another day another $4,000" he heard a man say. Turning his head to Ship he gave it a shushing motion as he snuck in closer he saw a man wearing a black button up shirt tucked into black pants with shiny black shoes "'sigh' its almost too easy to fool these Terran's" he said

"and by using the word Terran's I take it you're not from here" Ben said making the man jump in surprise

"how did you get in here?" he demand

"I think I'll be asking the question's here what have you been doing to everyone who comes here"

"isn't it obvious, I'm making people look beautiful"

"don't give me that garbage I did a scan on my mum and found out that now she's biologically 28 after she came here" the man put his hand on his face and pulled off an ID Mask revealing that he was a blue skinned humanoid lizard with yellow eyes and red splotches while wearing black leather pants and an open black vest

"so I take it you've figured most of it out"

"yeah you could say that, my only question now is how"

"quite simple really, I have the ability to control time, I can pause it, reverse it, fast forward it, and I can also do the same type of things to people as well, hence how I've been making people younger"

"but why here?"

"also simple, I needed to make a quick buck so I found a planet with the most vainest populace in existence and set up shop" Ben's eyes then widened he recognised the alien from one of the mug shots that had been on the console screen

"are you one of the seven Space Demons?" the alien smirked

"yeah I am, I just became Vilgax's replacement, names Zegar by the way"

"well Zegar you're about to find yourself in a cell next to Discord" Ben said before Ship merged with Ben's arm and in a flash he turned into "Four Arms!" he went to hit Zegar but he disappeared "what the?" he said before his body started to hurt turning around he saw Zegar drinking a soda

"encase you're wondering why your body hurts I froze time and hit you about 30 times before I stopped to get a soda" he said casually and he disappeared again avoiding Four Arms' hit

"stay still" Four arms said as Zegar kept stopping time and avoiding his hits.

Finally Zegar had had enough seeing as how his store was getting destroyed he fired a blue beam from his hand at Four Arms and in a flash of green he had turned back to Ben "how did you do that"

"quite simple Ben Tennyson I sped up the time out sequence on your Omnitrix turning you back to normal"

"oh so you know my name"

"of course, after all you were the one to off Vilgax and capture Discord, but I am going to be the one Space Demon that not even you can beat"

"oh yeah why's that?" Zegar then disappeared

"because I have time on my side" he said and he punched Ben in the back of the head making everything go black for the young hero...

Ben slowly woke up to something nudging his face, he could also hear something being repeated over and over, he quickly realised that it was Ship nudging his face while it said his name over and over. Once he gained his bearings he realised that he was sitting in a dirty ally and it was now bucketing down on both him and Ship, who now seemed a lot bigger, looking down at his body he found out why Ship seemed bigger, he was now smaller, younger to be more precise "awe man it's lite the pountain of yoot all ober again" he then paused "awe I epen ound ike a tid again" he stood up only for his pants to fall down to his ankles "ah who cares" he said as he stepped out of his pants his shirt was big enough that it covered him to mid-thigh. Ben held out his arms and Ship jumped up into them "come on Sip wets go and get dat guy to tun me back ooo numal" Ben then activated the rockets in his feet and flew up into the sky. Looking around he saw that the mall wasn't that far "I so wish I ad my teleporter wight now" he said as the rain pelted his face painfully. He arrived at the mall now mostly clean thanks to the rain and walked inside, he gave a happy sigh as he was instantly embraced by the warmth of the mall but quickly got back to the task at hand and he walked towards Time-Z. However when he arrived at where Time-Z was he was shocked to find just a blank wall using his X-ray vision with his cybernetic eye he saw that behind it was just a section of the clothing store next door.

"But ow, it was wight ere yestwerday!" he exclaimed before he sneezed "ugh 'sniff' I think being out in the wain and cold has made me sit" Ben said and sniffed again "I'd betta go see Gwampa maybe he know wat to do?" he then sneezed again "on second sought I'd better go ome" he sniffed and left the mall, for some reason feeling more sad than annoyed or angry.

When he arrived home his parents were shocked to say the least though not as shocked as most parents would be "honey what happened to you?!" his mum asked Ben then told his parents what had happened

"well I fully believe him" Carl said making his wife and son look at him "you do now literally look like you're in your late 20's" he said

"what should we do?" Ben then sneezed again

"well you're not going anywhere young man" Sandra said as she put her hand on what remained of Ben's organic forehead "you're burning up, come on let's get some medicine into you and then it's straight to bed, Carl call your father and tell him what happened and see what he can do" she then picked up Ben and carried him to the kitchen while Carl went to call his father.

Ben was now sound asleep in his bed snoring while Ship slept at his side, Carl, Sandra, and Max now stood in his open doorway looking at him "so how has he been acting?" Max asked

"he was trying to act like his 16 year old self but I think his mind is the same as his body" Sandra said, Max then pulled out a device from his pocket and quietly walked into Ben's room once he reached Ben's bed side he pressed a button and wiped it over Ben before quietly walked back out

"what's that dad?"

"its a bio scanner, it tells you everything you need to know about a person and according to this Ben is now both biologically and mentally 3 years and one day old"

"so he has all of his memories but he has the mind of a 3 year old" Carl asked

"yes, so if he speaks and acts like a 3 year old it's because he literally is" Max replied he then did a scan on Sandra "says here you're 28 years and one day old, do you remember what happened?"

"I think when this Zegar character de-aged me was when I was getting a facial, I felt a tingling feeling go over my body and I felt great afterwards"

"Zegar, that name sounds familiar, I'll have to check it out at Plumber HQ, once he's better bring him over to Plumber HQ and we'll see if we can bring him back to the right age again" before he began to leave, when he reached the door he chuckled "you know the same kind of thing happened to Ben and I on our first summer trip together, I was reduced to a 10 year old and Ben was turned into a 4 year old"

"how did that happen?" Carl asked

"we were both soaked in water from the fountain of youth"

"the fountain of youth is real?"

"was, Ben evaporated all of the water when he threw a tantrum as Heatblast"

Carl and Sandra laughed at that "that's our boy" Carl said and with a final goodbye Max left.

Ben slept through most of the day only waking up for coughing and sneezing fits, as he was dreaming of people cheering his name due to him winning a soccer match the cheering turned into beeping, he slowly opened his eyes to see that he was back in his bed and his Omnitrix was flashing and beeping "hewow" he asked groggily

"Ben, Kevin and I were about to go to the new roller rink that opened up, wanna come with?" Gwen asked

"sounds gwait but me sick"

"awe I'm sorry to hear that" she then heard him cough like a barking seal "wow you sound terrible, try and get some rest"

"thanks Gwen" and he cut the connection, looking at the time he saw that it was just past 7 o'clock rolling out of bed he realised that his mouth was now as dry as a bone he walked to the bathroom and drank from the tap. Once he was finished he turned around and saw Ship in the door way "hi Sip" he said and he went to pat Ship on the head, as he did ship merged with his arm and turned his hand into a laser "wat are-" Ben was cut off as the laser pointed at his face and fired. As soon as the laser stopped Ben felt completely better taking a deep breath through his nose he exhaled "ah the ealing lazer" he said happily as Ship separated from Ben "good boy Sip" and he patted his pet "now tat I'm bat to 100% it's time to pind Zegar and get im to turn me bat to numal"

"tomorrow sweetie" his mum said now standing in the doorway

"awe but I wanna get bat to numal now" Ben said

"no Ben, it's past 7 lets get some food into your tummy and then it's back to bed"

"mummy I'm not a tid I'm a teen in a tids body"

"well from what your Grandpa said you're a 3 year old both physically and mentally"

"I'm not a tid! I'm not! I'm not! I'm not!" he said not realising that he was throwing a tantrum

"well I don't think teens throw tantrums do they?" she said as she grabbed his hand and guided him to the table with Ship following them.

The next day

Ben was now at Plumber HQ being tested on by Blukic and Driba, Ben was now "naked" while standing on a platform in front of a huge laser which was pointed straight at him "um guys is tis gonna urt?" Ben asked

"don't worry it's perfectly safe, you won't feel a thing" Blukic said

"probably" Driba added before they walked up to a control panel of the large laser and Driba turned a dial, the laser shot at Ben and in a flash he was now half his size "oops wrong way" Driba said and he turned the dial the other way and zapped Ben only this time Ben was so big that his head hit the ceiling

"you forgot to flip this switch" Blukic said as he flipped it before they fired it again Ben was now back to his normal 3 year old size only now his skin was blue

"cool" Ben said

"no wait it was this one" they zapped Ben again and this time he now had tentacles for arms.

The two "geniuses" turned Ben into everything under the sun until finally Max pulled them off "that's enough just turn him back to normal" with one more zap Ben was back to his 3 year old self.

Ben walked off the platform and over to his mum where she handed him some clothes, because he didn't have any in his size his mum had just cut some of his old clothes shorter "well as you can see we have no idea on how to turn Ben back to normal" Blukic said

"you two are dumb-dumbs" Ben said while pointing a finger at the two Galvan's

"now Ben they tried their best" Sandra said as she put a hand on his head

"okay mummy, I mean mum"

Max then got down on a knee in front of Ben and put a hand on his shoulder "Ben it's okay for you to act your current age you may have the memories of your 16 year old self (he put his index finger on Ben's forehead) but your mind is currently that of a 3 year old, no one will make fun of you or judge you if you start acting like a 3 year old again as well, I promise" he said, hearing that made Ben feel really happy and somewhat relieved at the same time

"thanks Gwampa" he said and he hugged Max with Max returning the hug. What they didn't know however was that Max had transmitted the entire conversation to every single Plumber in the galaxy, everyone at Plumber HQ knew what he was talking about and understood that it was an order directed at all of them as well as something comforting at the same time.

"so Max have you found the person who has turned my son back to a 3 year old?" Sandra asked

"yes and no, we've located him multiple times but every time we get close to him he ether disappears or freezes our men on the spot" Max replied

"e isn't dissapeawing e's sopping time and wunning away" Ben said

"oh well that would explain a few things, but don't worry Ben we'll try and catch him so we can turn you back to normal" Max said

"thanks Gwampa" Ben said as he hugged Max again, when he let go Sandra grabbed his hand

"okay sweetie take us to the mall we need to get you some clothes" she said

"okay mummy" he replied not correcting himself this time, he then activated his teleporter "Bellwood mall" he said and in a flash they were in the centre of Bellwood mall

"lets get you some pants first" and she guided Ben to the nearest clothing store.

Kevin had gotten the weird message Max had given out on his Plumber badge and was now waiting out the front of Ben and Gwen's high school waiting for Gwen and possibly Ben, a few minutes after the bell went Gwen exited the school and hopped in Kevin's car. She greeted him with a kiss "hey there handsome, how have you been today?" she asked

"not too bad, is Ben coming?"

"no he wasn't here today"

"well I don't know if you got it but I got this weird message on my Plumber badge today" he then played the message back

"lets head over to Ben's place" Gwen said once the message had finished, Kevin then started up his car and began heading towards Ben's house.

When they arrived Gwen knocked on the door, a few seconds later the door opened revealing a younger looking Sandra "Gwen, Kevin what brings you here?" she asked

"I got a weird message on my plumber badge today about Ben being 3 or something" Kevin explained

"come in you two it's a bit of a story" she said and they walked in.

By the time Sandra had finished explaining Kevin was barely containing himself "well that explains why you and Gwen look younger" Kevin said

"so where is Ben now?" Gwen asked

"he was tired so he's taking a nap" Sandra replied both Gwen and Kevin couldn't help but giggle/snicker at that "he's also had a bit of trouble with his age, like the message says he may have the memories of his 16 year old self but has the mind of a 3 year old so the two are kind of clashing with each other at the moment"

"so I take it that he's embracing being a 3 year old again?" Gwen asked

"yes he is now"

"and what about school?"

"well I think I have to take him out of school for the moment, at least until we can turn him back to normal"

"do you think we'll be able to turn him back to normal"

"if we find the guy who did this then yes, if not well then he'll just have to grow up all over again"

"on the bright side it doesn't matter if he's potty trained now or not" Kevin added making the girls laugh

"I eard that" a sleepy voice said followed by a yawn, they all looked and Gwen and Kevin's eyes widened as they saw a semi-sleepy Ben rubbing his organic eye

"hey there sweetie did you have a nice sleep?" Sandra asked

"yes mummy" Ben said

"wow I am seriously having a flashback here" Gwen said

"about the pountain of youth?"

"yeah only you were about a year older"

"yeah, opefully Gwampa and the Plumbers will pind im soon cause I wanna get some pwayback"

"why don't you try using your teleporter?"

"I twied but is name is vewy common so it can't lot on to im"

"and because I don't have anything to go on other than a picture of his common face I can't teleport to his location" she said in a sad tone

"it's otay Gwen we'll get im" and he hugged her legs.

For the past 2 weeks Ben had been enjoying being a 3 year old again, the media had had a field day when they found out that the great Ben Tennyson was a 3 year old again, this had infuriated Ben's family and friends but Ben ether didn't know about what they were saying or he just didn't care. It was now Sunday and Ben, Gwen, and Kevin were in Undertown trying to get any info they could on the whereabouts of Zegar, unfortunately they had come up empty at every turn, with the way things were going it seemed as though Ben's only choice at this point was to just age normally. Ben however was enjoying himself enormously, aliens of all kinds wanted to get pictures with 'Baby Ben' as they had dubbed him, after walking around for about two hours Ben was starting to slow down and drag his feet "Ben are you okay?" Gwen asked

Ben gave a yawn "I'm tyward" he said as he rubbed his organic eye Gwen then picked him up and began carrying him

"I bet this is giving you great practice at being a mother" Kevin said

Gwen gave him a half smile "yeah I just hope we catch this guy I don't want Ben to have to grow up all over again knowing that there is a way to turn him back to normal"

"hows he handling it?" taking a quick peak she saw Ben was now fast asleep

"quite frankly I think he's starting to forget everything beyond his current age, if we don't turn him back to normal soon I think we'll lose the Ben we know forever"

"how about his parents, how are they handling it?"

"well his mum is happy that she has her little baby back and his dad is okay about it" Gwen said before she bumped into someone

"watch where you're going" he snapped

"sorry" Gwen said to the muscular alien

"bitch" he said

"what did you just call her?!" Kevin snapped

"bitch, why you've got a problem with that?" the alien asked before Kevin punched him in the stomach and then punched him in the face breaking the ID mask he had been wearing revealing his true form, both Kevin and Gwen were shocked to see that the alien was the one who had turned Ben into a 3 year old grabbing the alien by it's tail Kevin slammed him to the ground 3 times before his tail broke and he was sent flying before crashing into a stall. Dropping the wriggling tail Kevin ran after him, he saw Zegar lying in the remains of the broken store but as he almost reached him Zegar disappeared and Kevin felt a horrible pain in his stomach looking around he couldn't see any sign of Zegar, with an annoyed grunt he made his way back over to Gwen while muttering swear words.

When he arrived she had the biggest smile on her face "why do you look so happy? He got away" Kevin said

"yes but now you've given me something to track him with" she said motioning to Zegar's tail which had stopped twitching. "Let's head back to Plumber HQ so we can plan on how to get him" Gwen said as she gently handed Ben to Kevin and then the tail before she teleported them into Plumber HQ Gwen took back Ben while Kevin held the tail

"I can't believe throughout that whole incident sleeping beauty didn't even stir" Kevin said motioning to the still sleeping Ben

"an earthquake couldn't wake him up" Gwen said with a giggle as they found Max in the kitchen cooking who knows what on the stove "hi Grandpa"

"Gwen Kevin what brings you here?" he asked before he noticed Kevin holding something "and whatcha got there?"

"Zegar's tail, it snapped off while I was swinging him around" Kevin said proudly while holding the limp tail up

"and with it I can now track him wherever he goes" Gwen added

"that's fantastic! Soon we'll have Ben back to normal" Max said as he looked at the sleeping Ben

"yes and hopefully very soon otherwise Ben might as well just continue aging normally" and she told Max what Sandra had told her.

"you'd best start finding him now" Max said and Gwen nodded before she gently shook Ben

"come on Ben wakey wakey...I can't believe I just said that" she said

"neither can I" Kevin said as Ben slowly woke up

"good morning princess" Kevin taunted getting a sleepy glare from Ben

"what time is it" he asked sleepily

"it's time to get you back to normal" she replied

hearing this fully woke up Ben "they made someting to make me older again!?" he asked now fully excited

"yeah I managed to snag blue boys tail when I fought him" Kevin stated proudly holding up the tail

"eeewww"

"hey this is the thing that gonna let us find Zegar"

"when did ooo fight im?"

"when you were off with the fairies"

"well let's get im" Ben said while raising a tiny fist

"you have no idea how cute that is" Gwen said

"alright but first we need cuffs and Kevin absorb the ground so you can take him down fast" Gwen said, Kevin then absorbed the metal floor while Max pulled out a pair of hand-cuffs out of his pocket and handed the cuffs to Kevin. Gwen then turned into her Anodite form and touched the tail "I've got a lock on him" she said, she then chanted some words before a pink dome surrounded Ben, Kevin and herself before they all disappeared in a pink flash.

The three hero's reappeared in front of a now startled Zegar, wasting no time Kevin delivered multiple blows to Zegar with his now steel fists, with one final punch to the jaw Zegar dropped to the ground where Kevin put his hands behind his back and hand cuffed him. "finally we gotcha" Kevin said Zegar struggled against the cuffs

"you bastard!" he shouted before Kevin punched him in the back of the head knocking him out

"okay let's get stumpy back to Plumber HQ before he wakes up" Kevin said Gwen nodded before she teleported them all back to Plumber HQ. By the time Zegar came too he was firmly tied to a chair and the whole base was under lockdown preventing anyone from leaving including him if he managed to escape, he looked around and saw that he was in an interrogation room the door then opened and Ben, Gwen Kevin Max and two plumbers entered the room

"let me guess you want me to turn the young tyke here back to normal right?" he asked

"yes, mate me sisteen again" Ben demanded

"oh and if I don't?"

"then the last time I beat you up will feel like a tickle" Kevin said as he absorbed the steel table and morphed his hand into a large spiked ball

Zegar gulped at that "fine" he said his eyes glowed and in a flash Ben was back to normal age of 16 unfortunately his clothes hadn't grown with him so now he was just wearing the shredded remains of them

"oh yeah, feels great to be 16 again" Ben said happily while Gwen covered her eyes

"um Ben, your clothes" she said

"uh?" he looked down to see that he was now 99% "naked" "meh who cares there's nothing there" he said as he tore off what little remaining clothing was left

"which still begs the question; are you a boy or a girl?" Kevin asked only getting an eye roll from Ben

"now will you let me go" Zegar asked

"only if I can get some pay back for what you did to me" Ben said as his eyes narrowed

Zegar smirked "okay then how about this we fight if you win I go to prison if I win I go free"

Max was about to protest when Ben interrupted "deal" he said and he released Zegar

"okay where's a place we can fight?" Zegar asked

"the gym" Ben replied and they all headed to the gym while the two plumbers kept their guns aimed at Zegar ready to shoot at a moment's notice, Zegar was feeling quite confident that he was going to win again.

Ben and Zegar were now facing each other in the fighting ring "I wasn't prepared to fight you last time which was a big mistake on my part, a mistake I won't be making a second time" Ben said

"oh really and what makes you think you're going to do better this time?" Zegar asked

"because I have just the alien to clean your clock" Ben then activated his Ultimatrix and pressed down on it "Clockwork!" he said

"a Chronosapien, how cliché" Clockwork then fired a green beam from his hand at Zegar but he merely batted the beam to the side making it hit a bunch of dumbbells turning them to dust, Clockwork then charged at Zegar, Zegar gave a mocking yawn before he stopped time and walked over to Clockwork "oh this is too easy" he then stuck his leg out and restarted time causing Clockwork to trip and tumble along the ground. When he got back to his feet he fired several time beams at Zegar but he just dodged them all with ease as he made his way towards Clockwork and gave him a windmill kick to the head knocking him to the ground "no matter what you turn into kid I've still got time on my side"

"oh no then lets see how well you do against-" he hit the Ultimatrix symbol on his chest and in a flash of white light a different version of Clockwork appeared.

His chest was the same shape as Clockwork's original body only the glass area now covered most of the front of his chest showing all of the gears inside, it was connected to a semi-circle waist by a jet black torso, longer arms and legs with the cylinders on them now blocky rectangles with half clock faces on the sides, his head now looked similar to Lodestar's only it was connected by a thin black neck and had a key on top, wore sunglasses, and instead of being brass he was now metallic blue.

"Super Clockwork!" he exclaimed as he struck a pose (he was leaning to the left while bending the knee on the same side with his head thrown back and his arms over his head wrist-to-wrist making the two half clock faces form one)

"super? Isn't it supposed to be ultimate?" Kevin asked

"yeah bro, but with a look this cool, super fits this guy even better" Super Clockwork said as he gave Kevin a solid thumbs up before turning his attention back to Zegar

"transform as many times as you want you still won't win" he said as he froze time and walked over to Super Clockwork. He reared an arm back ready to break the glass on his chest when Super Clockwork's hand shot out and grabbed his hand

"sorry lizard lips not this time" he said stunning Zegar

"but how, I've frozen time!"

"yeah, well you see in my super form I'm fully immune to all of your time powers" he then tightened his grip on Zegar's hand "add to the fact that I'm now fully capable in hand to hand combat (tightens grip even more) with my speed and strength increased to the max" he tightened his grip even more making Zegar both unfreeze time and yell out in pain "which means you're in super big trouble!" before he fully crushed Zegar's hand and slammed him to the ground.

As Zegar got up he looked at his crushed bloody hand "not bad wind-up toy but you're gonna have to do better than that" he said before he tore off his mangled hand and a new one burst out

"nice bro, that'll make things super interesting" Super Clockwork then pointed his index finger at Zegar and said "slow beam!" a green beam then shot out of his finger and struck Zegar in the chest as he tried to dodge. Everyone watched as Zegar leapt to the side albeit very very slowly "meteor shower!" Super Clockwork shouted and his arms became blurs as he rapidly punched Zegar who wasn't even flinching. Super Clockwork's arm extended back about 30 meters before it touched the wall "the effects of my slow beam are about to wear off in 5...4...3...2...(his arm began rapidly retracting)1...SUPER ROCKET PUNCH!" BOOM! Super Clockwork's fist ploughed into Zegar's stomach with such force that it made an aftershock that knocked down every one present.

Blood gushed from Zegar's mouth as his stomach caved in and his body began convulsing as if he was being pummelled with a thousand invisible fists while he flew back and embedded in the steel wall. Super Clockwork grinned "and now for a super finisher!" he banged his arms together up in front of himself with the two half clock faces forming a full clock which began to glow green "super youth ray!" a green beam then shot out of the clock face and engulfed Zegar, everyone watched as he got younger and younger until the beam stopped "yeah! Now that's what I call payback bro" Super Clockwork said to a now 3 year old Zegar who fell to the floor

"he's just like Discord take away the weird powers and he's nothing" Kevin said before Super Clockwork pointed his index finger at Gwen and fired a small green beam that turned her back to 16.

"Super!" he said as he gave her a thumbs up before he turned back into normal Clockwork and then back into Ben

"well "Super" Clockwork seems to have a lot of zeal" Gwen said as a Plumber picked up the unconscious Zegar

"yeah, but he got the job done, I'll turn my mum back to her normal age later" Ben said before Gwen hugged him

"it's great to have my 16 year old cousin back"

"and it's great to have my mind back to normal as well"

"speaking of which I'd like you to get your head checked out to make sure there isn't any damage" Max said

"sure thing Grandpa" Ben said before he hugged him

Meanwhile

Discord was lying on his bed humming a random tune before his cell door opened, sitting up he watched two Plumbers throw in a child "here's a temporary cellmate for you" one of the Plumbers said

"why hello there" Discord said as he stood up

"Discord it's good to meet another Space Demon, although I wish we could have met under better circumstances" Zegar said

"I take it you're Vilgax's replacement?"

"yes I am"

"no you're not" a third voice said they both turned and saw a tall solid built green skinned alien wearing some odd looking armour with 3 swords strapped to his side

"Jián, what are you doing here?" Discord asked

"I'm here to dispose of you two for staining the name Space Demon" he said before he flicked out two of his swords "sayonara".

The two Plumbers who had dropped off Zegar had just exited the lift when they heard a smash down below, looking down they saw two puddles one red and the other blue, getting back in the elevator they took it down to the bottom. When they arrived they were greeted by a shocking sight, the 10 inch thick glass of Discord's cell was ether cut up or shattered and said occupant as well as Zegar was cut up into small chunks in pools of their own blood.