Automatically Ben slammed down on the omnitrix, we felt himself change and shift, his arms grew longer and his skin stretched and fanned out, his skin changed colour and his bones smoothed out into a new position.

"Jetray!" Ben cried and flew up to the sky, staring down at Vilgax, he was as ugly and evil as ever and in one of his hands, he was a carrying a gun, an alien like gun with a green substance in a transparent part of the weapon, Vilgax smiled and lifted it up, letting it rest of his shoulder.

"What are you doing here Vilgax?" Ben hissed.

"To finally get my revenge Tennyson, this time, you can't win!" The alien cried and aimed the gun then fired it, a green lazar looking bullet came out and Ben dodged it swiftly and easily, Vilgax frowned in frustration and shot again and again, the green liquid running out with each shot and Ben dodged each of them.

"Why can't you ever die?" Ben cried and fired Jetray's lazars at the huge alien, it barely even hurt him, Vilgax only covered is face and stumbled back a few paces before firing again, Ben swooped out the way and cried out when Vilgax leapt into the air and tackled him to the ground below. Their landing was hard and rough and they tumbled over each other, kicking up dirt as they collapsed.

"Time to cool things down!" Ben yelled and pressed the dial again, he swiftly changed into the blue and black cold alien "Big chill!" He lunged down to Vilgax and breathed his cold breath onto him, the ice froze him for moment and Ben landed, bringing Big Chill's wings around himself to form a cloak. But the ice did not hold, after a few seconds, it started to crack and it smashed into thousands of little pieces, Ben covered his eyes for protection but Vilgax was there and leapt upon him, slamming the blue alien into the ground.

"You can never win Ben Tennyson!" Vilgax laughed but he spoke to soon, Ben changed again and this time into his strongest alien, with his big brown armour at high power.

"Humongasaur!" Ben screamed and slammed a fist into the unsuspecting Vilgax, he fell backwards and received another blow but on the third Vilgax blocked it and swung a punch back to Ben, he stumbled back but came back again, they spared with each other like this for a while until finally, Ben was caught of guard and Vilgax shoved him back and banished his gun, firing once more. This time it struck true, but only just. It nipped Humongasaur's right shoulder and Ben cried out in pain, clutching it with gritted teeth and shocked eyes as blood poured out of the wound.

"Hahahahaha!" Vilgax burst out laughed and walked over to Ben, knelling on the floor, clutching his shoulder, wonder how it had penetrated Hugmongasaur's armour.

"How did you-," Ben started but Vilgax laughed again, interrupting him.

"I did say I was going to show you who stole the alien equipment Tennyson, or did I get the wrong number, I can tell you, and getting hold of yours was harder than it looked!" He smiled and Ben's eyebrows were raised "You see Ben, I was the one who stole the equipment, I was using it to create a new weapon, a very special weapon that can cut through any armour and any technology. I travelled everywhere, gather the pieces and building this gun you see here," He lifted it up so Ben could see "This is the beginning to your demise Ben Tennyson, it will destroy you once and for all!"

"Where are Gwen and Kevin?" Humongasaur's deep voice growled into the coming night, his friends had left him from an argument and he wondered if Vilgax had caught up with them first.

"Oh don't worry, I just had to wait till they left you here, I'll deal with them another time my boy, right now I'll kill you and I'll finish your friends off nice and slowly!" Vilgax's laughed echoed in Ben's mind and he screamed in anger, leaping to his feet and slamming into Vilgax, dragging him to the floor and, eyes filled with anger, started beating him with his fists but Vilgax only laughed and kicked him off, pushing Ben backwards, he winced because of his shoulder, this was what ended him. Vilgax smiled and fired the gun again,

The pain was something Ben had never felt before, the bullet pierced through Humongasaur's armour as if it was just a piece if paper, he screamed in pure agony, collapsing in pain onto his side, he squeezed the wound to stop from loosing blood, but it didn't work and more and more blood was spurting out.

"Vil-gax!" He cried and screamed in pain again when he tried to move.

The alien laughed "You think you'll be alright once you dear omnitrix 'times out' don't you Tennyson? Truth is that when it does, the wounds do not go away with your alien, it stays onto your own body, which is the beauty of my weapon boy, like I said before, it will penetrate any technology!"

"Grrrr, I'll get you for this Vilgax!" Ben groaned and tried to get to his feet, but he began to shake and Vilgax pushed a foot down onto him to keep him down.

"I highly doubt it," he chuckled and turned back to his ship "I'll leave you now, but I will be back, maybe for your funereal? I WILL get this watch Tennyson and I'll get all your friends as well!"

Ben could do nothing as the alien's laughter rose into the air, the moon was out now, it was really late and the world was fizzing in and out of focus before Ben's eyes, Vilgax did not look back, but stopped before he closed the hanger doors and without turning said "I will miss you Ben Tennyson, goodbye, for good!" And the humming and the loud noise of the sonic boom echoed around Ben's ears.

As soon as the ship had left, the watch timed out and the agony was unbearable, Humongasaur's armour had absorbed a bit of the impact, but in human form, there was a great gaping hole in Ben's side, it hurt like crazy and he could hardly reach his hand to his pocket and could barely dial Gwen's number into the screen. The dull ringing sounded like the bell to Heaven in Ben's mind and he started to cry "Pick up Gwen! Please pick up!"

"Ben?" Her voice sounded like an angel "Ben is that you? You've been out for ages, did you find anything?"

"G-Gwen," Ben wheezed and coughed hysterically, blood splattered out of his mouth "N-need… Help!" Gwen's cries then began to fade and fade until Ben himself was falling into oblivion.