Albedo used his lobster claw to grab Kevin by the neck and began to squeeze. "Tell me when," Albedo taunt. Six, Shiori, Shiki, Kenji, Edwin, Austin and Abigail were about to help him out, but Albedo threw Kevin at them.
Meanwhile, Bobo shot at Van Kleiss, while Gwen shielded him; Van Kleiss wasn't impressed. He used his gauntlet to shatter Gwen's shield, making her collapsed to the ground. Bobo was about to aid her but then was grabbed by Albedo and slammed him into the ground.
Akira was about to attack Albedo, but Van Kleiss grabbed her by the arm and tossed her to the ground. Ren, angered by the fact that Van Kleiss touched Akira, transformed into his Van Kleiss form and makes blue fire burn around his hands to attack him, while Shiki transformed into his Shinobian form, which was a boy with long dark blue hair, greyish skin, blue eyes with sky blue ring around the pupils, dressed in japanese warrior clothing, minus the armor, bandages on his forearms, and boots, to attack him as well, not before Albedo knocked them out cold with his lobster claw, causing Ren and Shiki to revert back to their normal forms.
Then Yumi tried to attack Van Kleiss with her whip, but he then catched it and pulled it, causing Yumi to trip, again. "Ugh, not again!" she complained.
Van Kleiss laughed, looking at Albedo. "Which one should get rid of first?" he asked his partner.
A grin spread across Albedo's face, "I don't know," he created his spider legs. "It all seems too easy." He approached Kevin and lifted one of his legs up.
"Then let's make it harder!" shouted a strange voice. Suddenly, Albedo was hit by a green laser, making him collide with a tree.
Before Van Kleiss looked, a strange black whip with green markings wrapped around him, electrocuted him, and tossed him aside.
The group looked where the voice came from; it had looked like Rex, only his skin was pitch-black and had green markings all around him. "Rex?" Six asked, looking puzzled.
The green eyes looked at them all. "Not just Rex," said a combination of Ben and Rex's voices, "It's both of us!"
"Upgrade?" Gwen gasped, "Haven't seen him in a while."
Suddenly, Albedo was seen taking the tree he had hit off of him. "You guys go know," Ben-Rex told the group. "I'll handle Albedo and Van Kleiss." Suddenly, Ben-Rex's feet turned into the Punk Buster, while one of his hands turned into a Block Party and the other into the BFS.
As the group got away, Van Kleiss and Albedo approached the two. "Look Albedo," Van Kleiss said amused, "Look how the heroes have united as one." He clapped his hands. "Bravo, you two."
"It doesn't matter," Albedo smirked. "Time is our ally. Soon Tennyson will have to turn back into his disgusting human form."
"Then let's not waste it!" Ben-Rex shouted, run at a fast speed towards Van Kleiss and Albedo. Van Kleiss shot his needles, but Ben-Rex blocked it with the shield and rammed him with it.
Albedo charged at Ben-Rex, but he swung his BFS. Albedo caught the blade with the lobster claws, trying to push Ben-Rex down to the ground. "You can't win Tennyson!" Albedo screamed as he squeezed his claws until the BFS shattered into pieces.
Quickly, Ben-Rex manifested a Smack Hand and shot a green laser from its palm. Albedo was pushed backwards, while Van Kleiss charged. He extended his gauntlet to hit Ben-Rex, but was stopped when the Block Party was replaced by the Blast Caster. The two swung, making sparks fly off of each other.
Ben-Rex then was hit by Albedo, using his bat wings. Ben-Rex swung at Albedo, but he dodged the attack. Van Kleiss jumped onto Albedo's back with his arms folded. "It's no use gentlemen," Van Kleiss said.
"Just give up," Albedo flapped his wings.
Ben-Rex sighed. "We need to end this fast. But how? I don't know. Wait!" Ben-Rex looked at Albedo's E.V.O. Shaper. "If we destroyed that thing, Albedo will be powerless. Then Van Kleiss loses his only bodyguard. Dude, that's genius! That's why I'm the greatest hero. No you're not, I am! No, I am! Oh, shut up!"
Ben-Rex changed his Punk Busters for his Boogie Pack, flew up into the air and charged at Van Kleiss and Albedo. Ben-Rex brought out the Slam Cannon from his back and shot a giant green laser at them both. Albedo dodged the laser, while Van Kleiss stretched his gauntlet towards Ben-Rex.
Ben-Rex grabbed the gauntlet, pulling Van Kleiss off Albedo and towards him. As Van Kleiss got closer, Ben-Rex turned the Slam Fist in to a Funchuck, lifted it up and slammed Van Kleiss into the Petting Zoo floor. The sound of him colliding made a soft thump.
Ben-Rex looked up and saw only saw Albedo flying towards him, grabbing them, making them swirl in the air. "I will not lose!" Albedo growled. "Not again!"
Ben-Rex grinned, "Sucks to be you!" he used his Slam Cannon to shoot Albedo off and used his Blast Caster to wrap Albedo up. "Take this!" Ben-Rex charged the whip with green electricity, shocking Albedo, until the E.V.O. Shaper cracked.
Finally, the E.V.O. Shaper shattered into pieces. "No!" Albedo screamed as his E.V.O. wings disappeared. Ben-Rex flew straight down to the ground and dropped Albedo.
At last, Ben unmerged with Rex and reverted back for his Upgrade-form to his human-form. "You ruined my chances to become all powerful in a different world!" He ran torwards Ben, trying to punch Ben. Rex brought out his Party Block, haulting Albedo's attack. He punched Rex's sheild, making him hurt his own hand.
Ben finally stepped forword, grabbed Albedo's shirt neck, and punched him out cold. "That's one," Ben said rubbing his knuckles as he let Albedo fall to the ground. "Where's Van Kleiss?"
Rex looked around and saw Van Kleiss watching from a distance. Before Rex could do anything, a red portal opened up. "Until next time Rex," Van Kleiss smiled and looked at Ben, "Until next time." Ben and Rex watched as he stepped through the portal that closed behind him.