The night I became Ben 10

by DriveMaxUltraDynamoZord

A story idea I thought I'd try out. It's basically me, in Ben 10's universe, but with a few twists. Read to find out some of the twists. Review/comment if you wish. OCxGwen.

51. Chapter 51

Chapter 51: The Ultimatrix…

On Galvan, things were not going well. There were a ton of explosions going on the cities. A Heatblast alien was blasting down security drones and sending other Grey Matter aliens fleeing for cover. This Heatblast alien had an Omnitrix symbol on its chest. But when it spoke…

Heatblast: "So this is Galvan, the most technologically advanced planet in the cosmos? Pfft. This is nothing for Heatblast." It had a feminine voice.

Grey Matter guy: "Azmuth, the Omnitrix wielder's closing in! We can't do anything to stop her!"

Azmuth: "Keep trying!"

Heatblast: "Where is he, you pathetic gray frog!?" She picked him up.

Heatblast: "Tell me!"

Grey Matter guy: "Never…"

Heatblast: "Fine. Burn in hell." She burned him like charcoal. Lasers were hitting her arm now. More robots and Grey Matters with ray guns were charging at her.

Grey matter alien: "Don't let her enter the compound!" The Heatblast alien transformed into Diamondhead, and slammed her fists into the ground, destroying the drones, and severely wounding the Grey Matters.

Diamondhead: "No one will get in the way of what's rightfully mine. So says Kayla 10!!" Kayla transformed to Jetray, and flew up, only to get blasted down by another drone. It trapped her in a cage, but she only smiled, then transformed to Upgrade, melded with it, and deactivated it. She then became Humongousaur, and smashed up the new tanks that came around her, after growing to full height. She destroyed the roof, where Azmuth was, then flew in as Jetray, and smiled.

Azmuth: "Where did YOU get an Omnitrix?"

Jetray Kayla: "I was born with it." She walked closer, only to have Myaxx tackle her to the ground.

Myaxx: "I don't think so!"

Jetray Kayla: "Well, fine!" She became Big Chill, then froze Myaxx to the ground.

Big Chill Kayla: "Now, as I was about to say…" Myaxx busted out of the ice, and Kayla dodged her next attack.

Big Chill Kayla: "So, I see that I haven't gotten rid of you yet. No matter." She transformed into KyVilgax, and buffed herself up, then quickly defeated Myaxx in a fight.

Azmuth: "No…"

KyVilgax Kayla: "Now, as I was getting to…" She reverted to normal form.

Kayla: "Where's the Ultimatrix you little toad?"

Azmuth: "You'll never have it! And besides, it's not complete yet anyway."

Kayla: "Where is it?" She picked him up.

Azmuth: "I'll never tell!" She became Ghostfreak next, then opened up her chest.

Ghostfreak Kayla: "How about now?"

Azmuth: "No… not the Ectonurite's insides!"

Ghostfreak Kayla: "If you don't give it to me, things will get crazy…"

Azmuth: "Ugh… fine! You can have it! Just let me adapt it to your Omnitrix correctly, and we can begin." Kayla reverted to normal, then threw Azmuth to the ground.

Kayla: "Good. Because I have a score to settle with a certain other Omitrix wielder. You may know him as Kyle 10."

Azmuth: "Yes, I do. But you must not kill him."

Kayla: "Kill? Who said I was gonna kill HIM?" She started laughing evilly.

Azmuth: "If it isn't him, who's your true target?"

Kayla: "Gwen Tennyson. His girlfriend."

Azmuth: "But you shouldn't need to… GAH!" She picked him up again.

Kayla: "Kyle's been stopping me every time I've tried! The first time, we were too evenly matched. The second time, I tried to get Charmcaster's help, but she wasn't much help at all! The third time, I want to be the charm. This Ultimatrix of yours can let me bypass Kyle's defenses, even if I have to beat him into the ground, and still have enough strength to kill Gwen, once and for all. Then Kyle will be all mine!"

Azmuth: "You're involving me in some little boyfriend spat?! Forget it."

Kayla: "Need I remind you that Ectonurite intestines are coming for you if you do NOT comply?"

Azmuth: "Fine. Follow me." She set him down, then he showed her the Ultimatrix.

Kayla; "It's just bigger. How's this going to…"

Azmuth: "Well, not only can it turn you into anything Kyle can be, but, it also gives you the ability to make your forms into their Ultimate selves."

Kayla: "Okay. Set me up."

Azmuth: "Omnitrix, voice command mode."

Omnitrix: "This mode is not available to this unit."

Azmuth: "Command function override. Code 10."

Omnitrix: "Override accepted."

Azmuth: "Detach coupling. Command code: 0, 0, 0, release coupling, 0."

Omnitrix: "Override accepted." It popped off of Kayla's wrist. Azmuth detached the faceplate, and he installed it into the Ultimatrix. It made a green burst. Kayla then walked up to it, and slipped it on. It clamped on tightly to her wrist.

Kayla: "Ah. Whoa!" She felt some new energy surge through her, and she fell to the ground, then got back up. The Ultimatrix had turned from green to pink.

Kayla; "I have exceeded the power of the old Omnitrix by far! Now, to see who I have. Wildmutt, Fourarms, Grey Matter, XLR8, Upgrade, Diamondhead, Ripjaws, Stinkfly, Ghostfreak, Heatblast, Cannonbolt, Wildvine, Benwolf, Benmummy, Benvicktor, Upchuck, Ditto, Way Big, Eye Guy, Spitter, Buzzshock, Arcticguana, Goop, Swampfire, Chromastone, Big Chill, Humongousaur, Brainstorm, Jetray, Spidermonkey, Echo Echo, Alien X, Lodestar, What the… a bat? I don't remember him."

Azmuth: "I only had time to set the Omnitrix to a set number of aliens. They may be some you and even Kyle don't recognize off-hand."

Kayla: "Oh, fine. He'll be Batstretcher. He's got a long neck after all. Hmm… Oh my… Fleshwalker for sure! Ew… Um… what's this dude do, Azmuth?"

Azmuth: "It shoot out energy disks, and uses them as force fields."

Kayla: "Frisbee! Um… This guy?"

Azmuth: "Ice manipulation. Can turn his feet into either skis, skates, or a sled."

Kayla: "Frozone. Ooh! Fullmetal! Um…"

Azmuth: "Generates positive and negative charges on command."

Kayla: "Generator! Um… Kida like Nessy… Motoshandu. Ew!"

Azmuth: "Strong fighter, can infect mass amounts of people with a disease."

Kayla: "Outbreak. Rocksteady, Splashdown, Stealth, Sunspot, Teleportal, Thornstrix, sure looks like it, Ooh…"

Azmuth: "Powers are random. He either controls lightning, earth, fire, or water at random times. But, he can fly around at all times."

Kayla: "Wildcard. And, this last one looks cool! Who's he?"

Azmuth: "Explosions. Enough stated."

Kayla: "X-Plosion! Well, I'm ready now. Bye." She became Jetray, then flew off.

Azmuth: "But I have to warn Kyle." He activated a teleporter, then vanished.

With me, I was fighting Dr. Animo again, as Ultimate Humongousaur. Ali and Gwen were fighting his smaller animal units, and I was fighting his main T-Rex unit.

Dr. Animo: "Fool! It is impossible to stop me now!"

Ultimate Humongousaur: "Not for long!" I grew to 120 feet tall, then smashed the T-Rex int the ground, and shot its face out with missiles. Ali punched Animo, sending his transmodulator flying. Gwen blasted it down, then the police took him in while he was screaming.

Kyle: "That was another easy day. Geez. Are they even trying anymore?"

Ali: "I don't even know, Kyle. I think they're just dumb."

Gwen: "It's your Ultimate function, duh!"

Kyle: "Oh, yeah…" Azmuth appeared in front of me.

Kyle: "Azmuth, what's wrong?"

Azmuth: "I figured I had to tell you now, or never."

Gwen: "So, what's wrong?'

Ali: "Wait, you're THE Azmuth?"

Azmuth: "Yes, I am. But I haven't come to give autographs to fans." Ali quickly put away her book.

Kyle; "What is it?"

Azmuth: "Kayla has stolen my greatest creation."

Kyle; "But, she already has it on, remember?"

Azmuth: "No. I stripped her of it. But she has something far greater."

Kyle: "What?"

Azmuth: "She stole the Ultimatrix."

Kyle: "Ultimatrix?"

Gwen: "So, how's this like the Omnitrix?"

Azmuth: "I'm glad you asked. It's like the Omnitrix, but has the ability to evolve each alien into their ultimate state."

Kyle: "I can already do that. So, she's just evened up the playing field again."

Azmuth: "No. She's exceeded you."

Kyle: "How?"

Azmuth: "Yes, it is true you now have the Ultimate upgrade function embedded in your Omnitrix. But the Ultimatrix powers up her aliens even more than your function!"

Kyle: "Huh?"

Azmuth: "And even though her Ultimatrix only has 50 aliens, if it gets near your Omnitrix, it will immediately scan it, getting every form that you have, and adding it to her roster. Which means…"

Gwen: "She'll have over 100 alien forms!"

Azmuth: "Precisely. Do NOT engage Kayla in battle with your Omnitrix."

Kyle: "Then, how am I supposed to fight her?"

Azmuth: "There is only one way. The Kyuubi."

Kyle: "No. I refuse to use him again! He's already halfway breached the seal you installed. If I go any further, he'll control me, and free himself completely."

Azmuth: "Well, then you're going to need this." He handed me a key.

Kyle; "What does this key do?"

Azmuth: "Let your Omnitrix scan it." I let the Omnitrix scan the key.

Omnitrix: "Command function accepted."

Kyle: "What?'

Azmuth: "This key has added data to the seal so that if he does attempt to breach it, another one will appear in its place, just as strong as the last, while giving you all access to any other Kyuubi forms you've unlocked."

Kyle; "What good does it do me if it doesn't work, or if Kyuubi re-breaches the seal?"

Azmuth: "I admit, it is a last ditch attempt on my part as well, but it's one of our last chances."

Kyle: "Okay, but I'll only use him in an emergency."

Azmuth: "You've proved yourself worthy. I hope things will work out for you again." He teleported away again.

Kyle: "Hmm…"

Gwen: "We'll fight her for you."

Kyle: "No. You and I both know she's too powerful for you."

Ali: "What about me?"

Kyle: "Sorry. But, this is our one way out. I'll fight her, and win."

Ali: "But…"

Kyle: "I don't like this either, but it's our only chance. You two both know this as well as I do. We prepare for when Kayla comes."

Gwen: "But…"

Kyle: "I have spoken." I transformed into XLR8, and let them hop on my back while I ran to the RV.

Max: "Kayla's coming back with an Ultimatrix?"

Kyle: "Yes. The Ultimatrix is more powerful than the Omnitrix, and…"

Ben: "Ultimatrix Shmultimatrix. You can beat her! You're the most powerful person in the entire universe!"

Kyle; "It isn't going to be simple, Ben. Her Ultimate upgrades far more than surpass mine. So, even if our ultimate forms clash, hers win out. The only way I can beat her is if I unleash the most hidden secret within this thing. Something I can't afford to do now."

Ben: "Well, if I were you, I'd use it anyway."

Kyle: "Really?"

Ben: "Yeah. Even if it meant fully losing myself in it."

Kyle: "Hmm. Well, fine. But, I have to refrain from it for now."

Gwen; "Well, either way, all four of us are here for you." She put her hands on mine, and smiled. I had a faint smile.

Ali: "Yeah. No matter what, we'll beat Kayla, and show her who the real master of the Omnitrix is."

Kyle: "Me." I ran out of the RV with Gwen, Ben, and Ali now.

Ben: "So, when will she be here?"

Kyle; "I don't know, and I kinda don't care at the moment. But, we have to prepare for it. All of us."

Ali: "I'll stay at Ben's place so he'll have some protection."

Gwen: "I'll stay at my house. I can handle myself."

Ben: "I'll um… I don't know what."

Kyle: "I'll start getting ready for this. This is gonna be my hardest fight ever, so I might as well get prepared for it." I went Metrion, and got in a meditation pose. I was now in my mind.

Metrion: "Well, now, I'm going to go find that key Azmuth gave me. I'll install it now, too, so it stays on. I found it sitting right in front of Kyuubi's cage.

Metrion: "Okay. Here goes." I inserted it in, then turned it, and it sent an electric pulse through it. I twitched for a second, then got back to a normal pose. I exited my mind, then reverted to normal form.

Kyle: "Gwen, how good are you at Karate?"

Gwen: "Very darn good, thank you. Why?"

Kyle: "We're gonna get me ready. I need to have some kind of spiritual balance with myself."

Gwen: "Come to my house then. I'll get you more than ready."

Later… I landed near Gwen's house as Jetray, then reverted to normal, knocking on their door. Gwen opened it, and she was in her karate outfit.

Gwen: "Ah. You came just in time, Kyle-kun."

Kyle: "Kyle-kun?"

Gwen; "Japanese stuff. Someone you really care for for males."

Kyle: "What's for female?"

Gwen: "Don't worry about that right now. For now, I'm Gwen-sensei."

Kyle: "Oh… of course, Gwen." She immediately got me on the ground in an arm bar move.

Gwen: "Gwen-SENSEI!"

Kyle: "Sorry, Gwen-sensei! Ouch!" She let me loose.

Gwen: "Apology accepted, grasshopper." She bowed to me. I did it not to get her more pissed, but laughing while I did it slightly. Gwen snickered, too.

Gwen: "Okay, that's a little too far, even for me."

Kyle: "Yeah. Sheesh." She let me walk in, and actually managed to fit me into a karate outfit of my own. We were sitting, stretching out first.

Gwen: "Now, to do a full split."

Kyle: "I can't do that!"

Gwen: "It's possible, Kyle! Come on!" I pushed down from my butt to the gerund as hard as I could, then felt a muscle snap.

Kyle: "I think my muscle tissue just snapped…"

Gwen: "Well, Let's un-snap it." She launched a front kick into my groin, getting it in place again.

Kyle: "That didn't hurt!" (Kids, don't try this at home. It will actually hurt even more)

Gwen: "And you're doing the full splits now."

Kyle: "Wow! I am!"

Gwen: "No pain, no gain, Kyle-kun."

Kyle: "Domo arigato, Gwen-sensei."

Gwen: "You're welcome." We now went to getting me to learn some new moves, like a butterfly kick, which was two kicks at once, while flipping with it. It took a little while to get, too. I started also using different combinations Gwen taught me on a gym bag she got for me. She held it up so it would have some resistance, like a real human would have. She noticed I was lacking a tad bit in power, so she also had me start using weights during my training. She tied them around my arms and legs.

Gwen: "There. Should we get anything else?"

Kyle: "Nah. This is enough, I'm sure."

Gwen: "You must also learn the art of the bo staff!" She hurled one to me, then immediately tripped me over with hers.

Gwen; "Keep your guard up, Kyle! You won't beat Kayla like this!"

Kyle; "Oh, I will alright. I will!" I started to use it with her in a fight with it. There were constant banging noises, and I was trying to keep up with Gwen, but she always nailed me after a while.

Gwen; "Try harder! You still won't beat her at this rate!"

Kyle; "I will!"

Gwen: "Keep that mindset. Because, if you can't even beat me in human form, then what's the point of beating Kayla in your Ultimate forms?"

Kyle: "There isn't, Gwen."

Gwen: "Bingo. Come on. Let's see you do push ups!" She was now sitting on my back while I tried to push up from the ground.

Gwen: "Come on, Kyle! Pull yourself together!" I kept pushing upwards on my arms, but she still wasn't lifting off the ground.

Gwen: "Remember! If you can't beat this, then Kayla will be impossible!" I finally gave it one last burst of effort, and started to do them with Gwen on my back.

Gwen: "That's it! Keep going, Kyle!" I was doing them one at a time. Then Gwen started teaching me about swords.

Gwen: "As you've noticed Kyle, there are plenty of objects you can use as any of your strong aliens as a sword of some sort, right?"

Kyle: "Yep. I've noticed."

Gwen: "Do the same things I do for now." I followed each strike she made, from any direction that I could.

Gwen: "You're getting the basic jist of it. Okay. Now, let's try sword-fighting!"

Kyle: "First to get hit loses, huh?"

Gwen: "You're learning quickly." We tried after a while, but Gwen got her sword near my neck after a while.

Gwen: "You lose. I decapitated your head."

Kyle: "Darn!"

Gwen: "Well, you still ready?" I was sweating like a hog, but she saw the look in my eyes.

Kyle: "You KNOW I am."

Gwen: "Good." She got me on her Dad's gym set now with the long barbell. I had 25 on both sides, plus the weights on my arms were at least 10 pounds.

Gwen: "70. Sure you got it?"

Kyle: "I can handle anything you throw at me, Gwen-sensei."

Gwen: "I like your attitude. Come on. I'll help you when you've taken too much pressure."I took it down, and started lifting it all up, then put it down.

Gwen: "That's it. Slow and steady, Kyle. Slow, and steady."

Kyle: "In… out… in… out… in…" After some time on that, she got us back to stretching for a second time. It was to relax the muscles slightly, but we both knew that.

Gwen: "Brief break. Here's a water bottle." I drunk from it, and she was watching me intently, with a good looking smile on her face. Wish I knew what she was thinking, though. She stopped break, then got out nunchuks.

Gwen: "Come on. You've used these, right?"

Kyle: "They're my favorite weapons. Of course I've used them." She showed me new stuff on them, and we even got into a nunchuk battle, which I actually won.

Gwen: "You know this weapon well."

Kyle; "I sure do." While I was spinning it though, it hit me in the head.

Kyle: "Ow!"

Gwen: "Ah, how I remember making that mistake."

Kyle: "And I still make it…"

Gwen: "Let's continue. Kayla could show up at any time." She got me to use a knife, then sai blades, finishing with ninja stars. All of which we tried on each other in different matches. (All of these were foam, not steel). Eventually, she guided me to a ring.

Kyle: "Where'd you get this? I don't remember picking this up."

Gwen: "I got it and set it up." We both got in it, then started fighting each other. I threw a punch, which she blocked, then flipped me behind her, and got on top of me. I grabbed both of her arms, preventing her from doing anything, then I rolled over, getting her below me, and I started raining down punches, which Gwen managed to block each one. She grabbed both of my hands after a while, then flipped e off of her, and got to her feet. I quickly recovered, then got to mine, and we started going at each other again. I kicked, and she blocked it, then she tried to give me an uppercut, which I dodged, then I spun around, landing a back-fist on her cheek. She backed up, and then I landed a roundhouse kick to her abdomen. She grabbed my leg after, then thrust kicked me. I was sprawling back, then she landed a flying side kick to my gut. I then felt a barrage of punches from her hit my face. I brought my hands up, and she continued to wail on me while I was in the corner, blocking my face. Then I ducked under her, and tripped her, then got on top, and started to go and attack her again, but she trapped one of my arms, and I couldn't move it at all. I started punching her face, and she eventually let go, but I noticed my arm was feeling a little limp. Most certainly because of the extra weight, and she squeezed the air out of it, I'm guessing. I started punching her square in the face with my right arm, which was the working one, then she rolled over, getting me on the bottom, and I got her into a closed guard that time.

Gwen: "You're stalling, Kyle. You can't afford to stall here!" She kneed my leg, then brought her right arm out, and started punching my face in. I caught it with my right arm, then tried to punch her with my left, but it wouldn't come up, so she nailed my face with a left punch, and kept punching my face while it was unguarded. She then got up, and started kicking at me. Both of my legs were still working, so I was using them to fend off her kick attacks at me. I got back up, and she noticed my arm hanging down.

Gwen: "Kyle…"

Kyle: "My arm? It's nothing!"

Gwen: "No. It is. We have to let you rest it for now. It's really limp. Was it something I did?"

Kyle: "It doesn't matter Gwen. I can still fight you!" I brought my right arm up, along with my limp left arm, then I felt an energy surge through it, and it lifted up by itself.

Kyuubi (Within my head): "Go. Win."

Kyle: "Whatever… HIYAH!" I charged at her with my left arm again, and she caught it, making us get into a grapple while standing up. I started kneeing her in the gut, and she felt each shot, and I hurled her off of me and we started fighting again. Eventually, after rolling around on the ground, and even more punches to the face and kicks to the gut, we were both extremely tired.

Gwen: "You came really close there."

Kyle: "I never let up on anyone, Gwen. I will promise you that." She got back into a guard stance, like I had.

Gwen: "Final round. You and me, no regrets. No powers. No nothing. All fists and feet."

Kyle; "Bring it on, Gwen- sensei." I smiled with anticipation of this final bout for the night. We were working out like crazy the rest of the night in between rounds.

Gwen: "As you wish, Kyle-kun." We charged for each other, and then started exchanging blows. It was hard to tell who was going to let up, if at all, until we both had punched each other in the face. I immediately spun around, and back-fisted her, then she recovered, and punched my face. I grabbed her hand, and judo flipped her behind me. She landed on her feet, and I did the butterfly kick attack, landing both kicks on her head, then I kneed her head. She had her head fly up, then fall back down, and she got up, panting. She gave me an uppercut, then grabbed my head, and brought it into her knee. I recovered, and got her into the corner of the ring, and lowered her head towards the ground, doing the same thing Jen pulled on me, now that I remembered it. I started pulverizing her head with my knee attacks, until she clobbered me across the back of my neck. Then she elbow dropped me, and got on top of me, holding my arm back behind me, forcing it to bend in a way that I didn't want it to.

Gwen: "This has been THE most exciting match in my life… I just want you to know that."

Kyle: "No problem, Gwen. I aim to please…"

Gwen: "Which you've more than done." She kissed the top of my head.

Kyle: "Okay, now, I'm gonna bring you down!" I brought my body up, then used my free arm to punch her across the face. My arm that was strangled started to hang limp again.

Kyle (thinking): "D***. I'm gonna lose this, aren't I?"

Kyuubi (in my head): "No. You won't."

Kyle (thinking): "You stay out of this fight now."

Kyuubi (in my head): "But…"

Kyle (thinking): "I'll tell you to come out when I want you to, okay?"

Kyuubi: "Fine. Be that way." He stopped talking, and I brought my right arm up, and charged again. Gwen charged, and on one final collision, we both hit the ground, laughing.

Gwen: "I'm amazed. You still had the will to fight, even after I made your arm hang like that."

Kyle: "Well, it's what keeps me in the fight against some enemies."

Gwen: "Kyle, don't ever change."

Kyle: "If that's your wish, then I won't change for you."

Gwen: "Cool. Cause if you did, you just wouldn't be the same person I fell in love with."

Kyle: "I'll stay me. For sure."

Gwen: "Just wanna call this a draw?"

Kyle: "Only if you want to."

Gwen: "Well, I'm tired out. I can't get myself back up after that last hit you gave me there."

Kyle: "Me neither." We helped each other get up, then Gwen got my weights off. I felt a heck of a lot more strong after that, then I took Gwen upstairs, and put her in bed.

Gwen: "Good night, Kyle."

Kyle: "G'night, Gwen." I became Wildmutt, then slept next to her on the floor. Gwen laughed to herself, then started sleeping. The next day, we woke up, getting ready for Kayla to appear. I made sure all of my functions were operating at prime efficiency on the Omnitrix, I tested out my new physical strength, and meditated as Metrion with Gwen after breakfast. Then, I headed out as Jetray, flying through the city, and landed on a building. I heard something from behind me, and dodged a laser blast from behind. I noticed another Jetray alien, with an Omnitrix symbol, and pink eyes instead of green, like the usual Jetray.

Jetray: "Kayla. How's it been?"

Jetray Kayla: "The usual, of course. Plotting my revenge against you."

Jetray: "Should've figured. Well, Azmuth gave you the Ultimatrix, huh?"

Jetray Kayla; "And it can more than overpower you. Allow me to demonstrate!" She transformed into Big Chill, then slapped her symbol down, growing a flaming paint job, and seemingly more powerful.

Big Chill Kayla: "ULTIMATE BIG CHILL!"

Jetray: "Well, Azmuth probably didn't tell you this, but, I can do that, too!" I also became Big Chill, and transformed into Ultimate form.

Ultimate Big Chill Kayla: "So, I guess I really am just destined to be your equal after all, huh?"

Ultimate Big Chill: "You bet your sorry a**. Now, how about giving this up? Seriously, Kayla. I'm sure we both had enough of this."

Ultimate Big Chill Kayla: "Well, I don't think you deserve yours. How about that?"

Ultimate Big Chill: "Over my dead body."

Ultimate Big Chill Kayla: "And I can't arrange that, ya know."

Ultimate Big Chill: "Either way, you're going straight to hell today." My hands lit up and became flame maces. Kayla's did, too.

Ultimate Big Chill Kayla: "I will not surrender to you. You WILL be mine!"

Ultimate Big Chill: "Like I said, my dead body would be yours. I'd let myself get killed by you before I let Gwen die!"

Ultimate Big Chill Kayla: "Then I'll just have to beat you down so hard you can't even move, honeybun…"

Ultimate Big Chill: "That's it!" I charged at her, then our maces collided. We kept smashing them against each other while in the air, evenly matched. That training with Gwen had paid off!

Ultimate Big Chill Kayla: "I will NOT be denied my love!" She kicked me in the groin, then smacked me with her mace across my head, and slapped me towards a building. I quickly recovered, then transformed to Heatblast, and quickly went Ultimate Heatblast. I shot a magma stream at her, and she was falling for the ground. She then transformed into a water puddle, and landed harmlessly on the ground. I landed in front of it, and kept firing, but she managed to put me out after completely ingesting me. I transformed into AmpFibian next, swam out, and shocked her. She got out as a water shape with a mask.

Kayla; "This is Splashdown, Kyle. My Ultimatrix has new aliens you never even began to see!" She then transformed into an alien jester, and her head had a flaming heart on it.

Kayla: "Wildcard's power has been chosen. The power of flames!" She shot out fire at me. I became Water Hazard next, and shot water into it, then transformed to Cannonbolt, and rolled at her. She dodged, and activated her random spin trick, which ended up as a green clove.

Wildcard Kayla: "Green clove. The power over Earth!" She lifted her hands up, and trapped me in an avalanche.

Wildcard Kayla: "Too easy, ha!" She then saw Ghostfreak come out, and I shot hand beams at her. She fell back a little bit.

Ghostfreak: "Well, I have aliens you haven't seen, too, Kayla, only mine are MUCH cooler!" I flew at her again, and she made a rock pillar sprout from the ground, but it failed, and I punched her when I was done phasing through it.

Ghostfreak; "Any last words?"

Wildcard Kayla: "Just another alien!" She became a red alien covered in black rocks near the top of her head and feet now.

Kayla: "Meet Sunspot. Her flames are even hotter than Heatblast's!" She shot them, and even through my sunproof cloak, I felt how hot they were.

Ghostfreak: "AGH! It burns!!!"

Sunspot Kayla: "And, if I'm in the sunlight like this, I get stronger the longer I am in it!" She punched me across the face, and my cloak was starting to actually burn off now. I phased into the ground, and went Metrion, then phased back out, covering her in a shadow cloak.

Metrion: "Well, then Metrion's the perfect counterbalance!" She was fighting, but couldn't get out.

Metrion: "You're the light, I'm the winning darkness. Face it. I'm better at this."

Sunspot Kayla: "Not for long!" She turned into some kind of bat, and fired her neck out like a spring cord at me, and bit me.

Metrion: "OUCH!"

Kayla; "Say hello to Batstretcher! He flies, has a stretchy, spring loaded neck, and sucks blood!"

Metrion; "AGH! No!" I saw red marks grow along my arms, and my Omnitrix symbol started growing spikes for the Ultimate mode.

Metrion: "ULTIMATE METRION!!!" I forced her head off, and she flew out of the darkness, but got blasted by me, and I flew up, and started pummeling her until she hit the ground, and I grew fireballs out of my hands.

Ultimate Metrion: 'Well, Kayla. Should've just went back to Azmuth when you had the chance and gave it up. Because now, I'm gonna kick your a**." I enveloped her in a flame pillar barricade, then got in it myself.

Batstretcher Kayla: "What are you doing?!"

Ultimate Metrion: "What I should've done a LONG time ago. These pillars are the flames of hell. I'm gonna envelop you in them, and kill you, then get the Ultimatrix for myself!"

Batstretcher Kayla: "You're not going to!"

Ultimate Metriobn: "Try me!" my hands glowed with black energy, then Kayla transformed to Goop, and slapped down on her symbol. She grew three tails, got on all fours, was constantly bubbling all over herself, and had blades growing out of her shoulders.

Goop Kayla: "Ultimate Goop!" She jumped out at me, and tackled me to the ground. The pillars of flame came charging for her, and completely enveloped her. I smiled, but noticed Heatblast in it, then she shot down the fires, and hit me with them. My Ultimate symbol disappeared, with my markings.

Metrion: "Phew… Too close."

Heatblast Kayla: "Now, to finish the job." She slapped down on her symbol, and became Ultimate Heatblast.

Ultimate Heatblast Kayla: "I'll get you down. Gwen will be all mine. She'll never see the light of day again."

Metrion: "You'd think so…" I glowed, and transformed to Chromastone. She shot her magma, but I didn't feel anything. I then slapped my symbol, growing wings, a tail, and I grew claws out of my hands, finishing with fangs.

Chromastone: "ULTIMATE CHROMASTONE!" I shot a laser beam at her, and she fell over at its impact. I jumped up, then started slashing her face when I landed on top of her. She transformed into some pink gross felling thing, and she punched me off.

Kayla: "Fleshwalker… DIE!" She ran at me after she made her legs inflate to massive proportions, and kicked me into the air. I flew upwards, then flew down at her at top speed, making laser light emit around me in a meteor fashion, then I collided with her. She de-bloated her legs, and bloated up her body, landing against a building, only crumbling it a little bit. She then bloated up both of her arms, deflating her body, and started climbing a building. I flew up to where she landed, then transformed into Humongousaur.

Fleshwalker Kayla: "You will lose now!"

Humongousaur: "Sorry. I don't think so." I charged at her, but her arms bounced me right off of her, and she punched me right off the building after I charged at her. She then tried to drop down to land on me with an elbow from a building, but I rolled aside, and she hit the ground. I transformed to Atomix, and shot her now. She took some damage, finally.

Atomix: "Seems close range doesn't work on you so well. Far range is much better!"

Fleshwalker Kayla: "Well…" She became Atomix, as well, the absorbed my blast.

Atomix: "You little…"

Atomix Kayla: "Well, this is gonna be a shocker." She slapped her symbol, and started getting muscular, then she was towering, and grew hazard symbols all over her different body parts and armor.

Atomix Kayla: "Ultimate Atomix!" I transformed to Echo Echo, then slapped my symbol, becoming Ultimate Echo Echo, then split apart, into seven, and each clone transformed into an Ultimate form. There was Ultimate Goop, Ultimate Chromastone, Ultimate Spidermonkey, Ultimate Swampfire, Ultimate Big Chill, and the last one created was Ultimate Jetray. He had plane turbines spouting out of his tail, and he looked like an actual manta-ray now.

Ultimate Echo Echo:"Now, we attack!"

Ultimate Atomix Kayla: "But, there's no way that this is possible!" She struck at us, missing each time, then we all attacked at once. I threw sonic disks, Ultimate Swampfire shot a flamethrower, Ultimate Big Chill shot a flamethrower, Ultimate Chromastone did a Shoop Da Whoop, Ultimate Spidermonkey was shooting web bullets, Ultimate Goop shot out some goop bombs, and finally, Ultimate Jetray shot out three tail beams and two eye beams at once. They all hit Kayla, forcing her back to normal form.

Kayla; "No… I will not LOSE!" She slapped down her watch, then became…

Alien X Kayla: "ALIEN X!!!" She shot energy rays at all seven of us, and we were all thrown back into me, Ultimate Echo Echo, and I transformed into Alien X myself.

Alien X: "Kayla, you are NOT going to win against me! We've been through this three times already! I can already beat the crap out of you, even though you have the Ultimatrix and these new aliens, AND there's no point to killing Gwen. You're me, anyway. I don't want to be MY own girlfriend!"

Alien X Kayla: "I know. But, I have the one alien the Ultimatrix will upgrade that the Omnitrix can't!"

Alien X: "What are you talking about?"

Kayla: "Observe!" She slapped down on her symbol, then pink stripes grew out of her body, and she had Sharingan like designs appear in her eyes. She finished the transformation by growing a little more powerful.

Alien X Kayla: "ULTIMATE ALIEN X!!" She looked at me, and was snickering to herself.

Alien X: "Of course I can Ultimate myself as Alien X!" I slapped down on my symbol, but nothing had happened to me.

Alien X: "What?"

Ultimate Alien X Kayla: "Azmuth told me all about it. He said your new Ultimate Chip was powerful, but couldn't be adapted to EVERY alien in the Omnitrix's inferior design!"

Alien X: "Why would he tell you, but not me!?"

Ultimate Alien X Kayla: "I read your blueprints during the fight as Batstretcher. His bloodsucking powers also let me gather information from people's innermost sanctums in their mind. But, you are still in my way."

Alien X: "Not for long!" I shot a blast at her, but it dissipated before it even touched her.

Alien X: "Wha- WHAT the F***?"

Ultimate Alien X Kayla: "I'm also immune to your inferior reality abilities this form, which means I win for once."

Alien X: "No." I transformed into Way Big, then became Ultimate Way Big.

Ultimate Way Big: "DIE! YOU WILL NOT LIVE ANY LONGER!!!!" I brought my fists down, but she blocked them, then made me hit myself. I then tried Ultimate XLR8, but she outdid him, as well. Ultimate Fourarms did no better, and Ultimate Humongousaur was easily tossed aside. Ultimate Cannonbolt couldn't do a THING to her! I was just now thrown into a building as Ultimate Cannonbolt, then I tried Rath, evolved to Ultimate Rath, and charged again, but still achieved nothing. I got up, and the Omnitrix made me normal again.

Ultimate Alien X Kayla: "Kyle, Kyle, Kyle… It's hopeless."

Kyle: "I still have one more idea!" I let my Omnitrix faceplate pop back up, and it showed me Ghostfreak's silhouette. I transformed into him, then I slapped my symbol. I grew large Ghostfreak tentacle wings, turned into his true form, and my tail got longer, my claws got sharper, and it finished with me glowing in black flames.

Ghostfreak: "ULTIMATE GHOSTFREAK!" I flew inside of her head. She was actually flailing around outside like she was in some huge trouble. Eventually though, I was hurled back out as normal Ghostfreak, and when I tried going Ultimate again, I gasped, because I didn't.

Ultimate Alien X Kayla: "Looking for this, Kyle?" She showed me… the chip.

Ghostfreak: "*Gasp* No! You'll overload the Ultimatrix!!"

Ultimate Alien X Kayla: "TRY ME!" She forced it into her symbol, then it ingested it, and she grew four more spikes out of her symbol. She grew claws, a large mouth opened, she sprouted devil wings, and her Sharingan eyes turned into Mangekyou Sharingan eyes. She smiled.

Ultimate Alien X Kayla: "Now, I'm Ultimate ULTIMATE Alien X Kayla!" Some lightning struck down as she said it. I reverted to normal.

Kyle: "Then there's only one more option for me."

Ultimate Ultimate Alien X Kayla: "What's that?"

Kyle: "The thing I keep caged, but I can't control it." I started transforming, growing my green Kyuubi aura, and my fangs and claws sprouted, but that didn't end there. They grew longer, and one tail grew out, then a second tail sprouted out as well, and my eyes, now red, started turning bloodshot.

Kyle: "This monster is called Kyuubi. He's the only being known to have beaten a Celestialsapien in combat. Prepare to be defeated this time!" I roared, and punched the air, sending out a sonic wave. She actually felt damage from it, then saw me coming down from the air with an energy ball in my hands. She made a lightning hand, and they collided. We blew each other away, and I stretched out my aura arms, grabbing her, and I pulled myself down, giving her constant kicks to the body. She spat out some saliva on each impact, then I let her go, jumped up, and roared, creating a sonic wave, sending her flying away from me. She recovered, and breathed out a fireball, but I ran through it, and punched her across the face again, and slashed her across the gut. I then kicked her in the gut a second time, and she grabbed my leg, and threw me off, then called down a lightning bolt to hit me, but that was a fatal error. I reflected it onto her. She felt the shock, and stopped it, then charged at me again. I sent my arm at her again, and it tackled her into the ground. I brought my arm back down, then pulled myself towards her, and used the energy ball to land a finishing shot to her gut. She spat blood, making it land on me, and I dropped her to the ground, and kicked her across the face. She didn't get back up, but instead was reverted to Ultimate Alien X, then normal Alien X, and fully reverted to normal.

Kayla: "What are you?"

Kyle: "The end for you!" I was about to bring my arm down, then stopped, saying, "Forget it." Kayla looked at me, confused.

Kyle: "What's the point?" I reverted to fully normal form, and looked up at the now clearing skies.

Kayla: "What do you mean?"

Kyle: "It just feels wrong to kill you. You're me. If I kill you, I kill a part of myself, and that's like suicide. Even if you ARE evil."

Kayla: "But… I… want to kill Gwen, remember?"

Kyle: "Nah. For some reason, I can't believe you really want to do it anymore. You're more like me every day you exist, aren't you?"

Kayla: "Y-y-yeah… Now, I don't want to kill her. I think it's wrong if I'm your girlfriend, too, like, hello?!"

Kyle: "Heh. Glad you agree with me, Kayla."

Kayla: "So, trade?"

Kyle: "Trade? What do you mean?"

Kayla: "Well, I'll explain. Omnitrix, voice command override. Code 10."

My Omnitrix: "Override accepted."

Kyle; "What is this, exactly?"

Kayla: "Just trust me. Detach coupling. Command code: 0,0,0 release coupling, zero." My Omnitrix disconnected from me, but I felt a surge of energy go into me as I did.

Kyle: "Ugh… What happened?"

Kayla: "Hold on." She pressed a button on the Ultimatrix, and it disconnected from her arm, and she attached my Omnitrix to her arm, and attached the Ultimatrix to my arm while I was still slightly dazed.

Kyle; "But it's pink…"

Kayla: "You can change its color. Just turn the symbol around a bit." I did, then it turned red.

Kyle: "Ooh… sweet!" Kayla smiled.

Kayla: "You're more deserving for this than I am anyway. I was never meant to have the Ultimate ability."

Kyle: "Well, if this baby can ultimate the ultimate, I can't WAIT to see what else it can do." I had it scan the key, and I activated the Echo Echo function on it again.

Kayla: "Um, I also don't want the Echo Echo thing you did."

Kyle: "Nah. Keep it. You deserve that, to me."

Kayla: "Okay…"

Azmuth: "Kyle, she threatened to kill me!"

Kyle: "You didn't mean it, right?"

Kayla: "No. No, I didn't."

Azmuth: "I want an apology, if you would."

Kayla: "I'm sorry, Azmuth. Kyle saw right through my act of trying to be what I wasn't. He fixed me up."

Azmuth: "Whatever. And, that isn't the real Ultimatrix anyway."

Kayla: "WHAT?!"

Azmuth: "It was a prototype design! Hahaha! And Ultimate on ultimate is an awesome idea!"

Kyle: "The real Ultimatrix is gonna have Ultimate Ultimate Ultimate isn't it?"

Azmuth: "Ultimate Ultimate Ultimate? No! Let's shorten it. Ultimate x2 should be…"

Kayla: "Giga Humongousaur!"

Kyle: "Seconded!"

Azmuth: "And Ultimate x3 should be…"

Kyle: "Super Ultimate Humongousaur."

Kayla: "Omega Humongousaur."

Azmuth: "It is shorter. Come on Kayla. You're going to be my co-assistant."

Kyle: "See ya later!" Azmuth teleported off with Kayla. I turned on the Ultimatrix, and became Humongousaur this time, then became Ultimate Humongousaur.

Ultimate Humongousaur: "Here goes Giga!" I slapped my symbol again, and I got eight things, then grew to 40 feet tall, my horns grew even larger, my shell grew spinosaurus spines, and my mouth started to go out like a T-rex's mouth.

Ultimate Humongousaur: "GIGA HUMONGOUSUAR!! Ooh… Right ON!" I walked out of the city, and stopped by Gwen's house. She screamed until she saw my symbol.

Gwen: "Kyle?"

Giga Humongousaur: "None other. This is GIGA Humongousaur."

Gwen: "I'm almost scared to ask."

Kyle: "I'll show you." I reverted to normal immediately, then showed her my NEW Ultimatrix.

Gwen: "What is THAT?!"

Kyle; "It's the Ultimatrix! Kayla and I traded after I made her good. And since she stole my first ultimate chip, I can now go from Ultimate to GIGA!"

Gwen: "Oh my God…" She fainted on the spot.

Kyle: "Gwen?"

The End.

Roster notices: "I have all of Kayla's forms, and all of my regular forms. I can make any of them go Ultimate, then GIGA!"