Anti-Ben 10: Secrets

High above the Earth in its Commander Vilgax watched several news reports on the various sightings of aliens stealing and destroying anything that got in their way. The only thing linking the aliens together was a symbol each of them, a black and white symbol that located on different parts of the body for each alien. The Earth media had no clue where they came from but Vilgax did, he knew whoever was wearing the Omnitrix was using it for their own personal gain and he was sent to collect the Omnitrix to stop such things.

"If you wish sir we can send out more drones to collect the Omnitrix" the robot officer said as it and Vilgax watched the latest robbery from the crystalline alien

"No" Vilgax's voice rasped as his healing chamber opened, steam and mist flowing from with in and covering the view of him. It had been weeks since he survived the explosion and was put into the healing tube. But now he was fully healed and stronger than ever, and after watching the aliens made sure he had an advantage to all their abilities. "It is time I played a part in this, I shall collect the Omnitrix myself"

-Break-

Ben gave a loud yelp as he woke breathing hard and sweating, not even a second later a light turned on and Max opened the curtain separating the back of the R.V.

"Another nightmare Ben? He asked yawning as he stood in his shorts and vest

"It was that weird alien from my vision, only this time he was bigger and uglier" Ben wiped the sweat of his brow as he heard Gwen grumble below him

"You sure you weren't looking in a mirror?"

"It was just a bad dream" Max patted Ben on the shoulder and turned to go back to the front part of the R.V "we can talk about it in the morning"

"It seemed so real" Ben sighed as he flopped into his pillow "he looked straight at me and said 'I'm coming for the Omnitrix now, do not resist'"

Max froze as he heard Ben talk, knowing if they waited any longer they wouldn't make it in time. "Change of plans, we're hitting the road right now" pulling on his jeans and hiawan shirt Max headed for the drivers seat

"Grandpa its three in the morning" Gwen complained as she wrapped the blanket around herself and sat up "you can't be serious"

"Very, it uh, the best time to beat the traffic" turning on the engine Max didn't give Gwen or Ben time to ready themselves as he started to drive, leaving the campsite and getting on the road as fast as he could without drawing the attention of the police.

"I'm never going to get any beauty sleep like this" Gwen moaned as she flopped back down on her bunk and pulled the sheets over her head

"You might as well be in a coma then" Ben laughed feeling Gwen hit the bottom of his bunk

-Break-

"hey grandpa what's with the lead foot?" Ben asked as watched the scenery zoom by in a blur, buffalo were brown smudges as they passed his vision and the green fields were once big green mass merged together.

"I want to get to Mt. Rushmore before nightfall" Max spoke quickly as if finishing his words would get him there quicker but all it did was confuse Ben as to why he was in such a hurry

"This seem weird to you?" Ben asked Gwen as he laid back on the seat

"This whole summer has been weird, ever since you got the watch it's either been some robot-thing trying to squish you, other aliens wanting to take the watch from you or some weird, freaky human trying to pick a reason to fight you" Gwen focused more on filing her nails than talking to Ben, she'd just learned to go with it than to question it.

"Yeah I'm pretty awesome aren't I?" Ben smiled as he remembered each fight, heist and reward he'd gotten to far from the watch, but it didn't solve his problem of being bored at the moment. "Hey give me your laptop, I want to play a game"

"Can't"

"Why not?" Ben asked as he sat up and watched Gwen check the length of her nails

"It's not actually I can't but won't, but I'll make you a deal." Gwen put down her nail file and blew her nails clean "I'll give you my laptop if you can give me the magic charms you destroyed"

Ben looked confused for a second then he remembered what Gwen was talking about, he remembered Hex, the various gargoyles and of course, accidentally smashing the charms.

"How am I suppose to do that? Put them back together with super glue?" Ben asked as Gwen switched hands and started filing her nails

"Your problem ass-muncher, no charms means no laptop" Gwen smiled as she turned in her seat and put her feet up, even something small like denying Ben his video games was entertainment to her and that would stop her from being bored.

Groaning in frustration Ben went back to looking out the window and watching the blobs and blurs zooming past, the urge to fight, smash and steal something was growing and he couldn't destroy the Rust Bucket or Max would kill him and no one would find his body.

That's when he noticed a city on the other side of the field, on foot it was nearly an hour away but with the right alien he'd be able to get there in minutes. Standing up Ben walked nonchalantly to the door and activated the watch. "Hey grandpa, I'll meet you at Mt. Rushmore" he shouted as he slammed the screen down, turning into Heatblast.

Opening the door and jumping out Ben blasted his flames downwards and flew through the air like a rocket as the R.V screeched to a halt.

"Ben come back" Max shouted from the door but Ben was already out of ear shot, slamming the door shut he ran back into the drivers seat and slammed on the acceleration, taking the soonest turn off to the city

"Grandpa what's wrong? Ben will do some damage then come back" Gwen pulled herself into the seat next to Max and held on as he took the turn sharply nearly sending her flying out of her chair.

"Now isn't the time for Ben to be using the watch" Max stared straight ahead not taking his eyes off the road

"Grandpa what do you know? You've been acting weird since Ben told you about his dream"

-break-

In the ship of Commander Vilgax alarms blared as several screens activated showing the symbol of the Omnitrix

"The Omnitrix has been activated, begin trace immediately" Vilgax ordered as he stood up out of her chair and loomed over everything "prepare my transport and take us, send the co-ordinates to me as soon as the trace is complete"

-Break-

Ben laughed as people ran from him as he sent a fireball towards a car, watching it explode and sending scorched glass and shrapnel in every direction.

"Now this is entertainment" Ben smiled as he locked his fingers and cracked his knuckles, making a fireball in each hand and throwing them into two random buildings. Watching as the glass blasted outwards from the explosions Ben suddenly felt something hit him in the back making him stumble, looking over his should he saw a pair of drones flying towards him.

"Heh, just what I needed to make this more fun" Ben chucked, turning he charged at the drones dodging left and right as they fired at him. As they were about to slam into each other Ben skidded underneath them shooting his flame upwards and hitting them both dead-on melting the metal and making the circuits explode, righting himself onto his feet Ben began running again as he saw four more drones heading towards him. He threw fireball after fireball at them as they fired at him but as several of his fireballs took down a drone none of their shots hit him, running up and jumping off a car Ben thrust both arms forwards and created a large blast of fire engulfing the drones and pushing him back slightly as they exploded.

Skidding backwards as he landed Ben looked up and saw at least twenty drones surround him, all pointing their lasers at him. Aiming his hands downwards Ben blasted himself up into the air with the drones quickly following him, when he was above the buildings Ben cut off his fire and clenched his fists, as the drones surrounded him again Ben let loose producing a giant sphere of flame that represented a small sun going super nova hitting the drones and melting them, causing a few to explode.

As Ben landed back on the ground parts of the drones crashed around him like fragments of a meteors, he panted as he looked at his work and felt proud, he hadn't done anything like this since he found the watch and started the forest fire. He was about to fly off towards Mt. Rushmore when something flew towards him through the smoke and dust sending him flying and pinning him to the side of a building, as he struggled to free himself Ben heard something large and heavy moving towards him and as it moved through the smoke Ben saw it was a giant red sphere with tread marks on its middle so it had grip when moving.

As it stopped Ben saw it split itself from the middle and stretch, revealing a hidden compartment in the middle for a person or creature to sit in. As the door opened Ben gasped as he watched a large green squid faced alien step out.

"You! You're the alien from my vision"

"I am Commander Vilgax of the Galactic Alliance and honorary member of the Galactic Enforces, and I have come for the Omnitrix. Hand it over freely and I shall leave you to your planets law enforces, resist and I shall take it from you with force" Vilgax rasped through the oxygen mask on his face, the way he said it didn't make it sound like a threat, but the fact that he would take it.

'You're a good guy? But you're a giant creepy squid-thing" Ben stalled for time, after going super nova he didn't have the strength to bust out of the electric-net but the good thing about Heatblast was quick stamina recovery

"And you humans are hairless apes that are when step higher on the evolutionary scale than the hairy ones, yet they seem to be the smarter species, appearances can be deceiving. Now hand over the Omnitrix or by the authority given to me by the Galactic Alliance I will take it from you" Vilgax held out a giant hand

"Yeah, let me think about that for a second" concentrating Ben flared up as much and as hot as he could fighting against the net, the metallic rods that supplied the energy melting and breaking the net.

Leaping forwards Ben gathered a giant fireball in his hands and slammed it into Vilgax face, who simply stood still and didn't even flinch. Recovering Ben sent punch after punch as hard as he could into what he hoped was Vilgax's knee, but quickly realised the only damage he was doing was to the bones in his hands, if he had bones. Which he thankfully didn't. Looking up ben watched as Vilgax bent over and grabbed him with both hands and threw him as hard as he could, sending him flying through building after building nearly half way across the city.

Blasting the rubble off of him Ben stumbled out of it and onto his knees, coughing out a hot liquid and watching as it melted through the concrete. "Ok, that hurt" Ben groaned as he wiped his mouth and struggled to get to his feet. Hearing something heavy landing Ben looked up to see Vilgax stepping out of a small crater and towards him "can't take another one of those, got to slow him down somehow"

Focusing as much flame as he could Ben sent a wave of fire across the road, turning it to hot sticky tar that washed over Vilgax, slowing him down as he tried to fight against it making him slip and fall onto his hands and knees essentially sticking him to the floor. "Got to finish him off now" Ben thought as he started taking deep breaths, the fire that made his head flaring up every time he breathed in. As he walked towards Vilgax and aimed he heard something screech loudly, looking in the direction it came from Ben saw the Rust Bucket speeding towards him and screech to a halt between him and Vilgax.

"Ben, grandpa says get in. Now" Gwen shouted as she opened the door

"Not till I finish that guy off" Ben panted as his flames grew, suddenly there was a loud beeping noise and he went from Heatblast, to Ben.

"Benjamin, get in" Max ordered from the drivers seat, watching as Gwen grabbed him by the shirt and pull him in. Turning back in his seat Max slammed on the accelerator causing Gwen and Ben to fall backwards as he sped off down the road. "Believe me when I tell you, you Do Not want to pick a fight with Vilgax"

"How do you know his name?" Ben asked as he stood up

"Grandpa what aren't you telling us?" Gwen asked sounding worried

Looking in the rear-view mirror Max looked at Gwen and Ben but said nothing. Turning his attention back to the road Max had to swerve as parts of the road exploded, two drones behind them trying to stop the R.V.

As Max swerved the blasts Ben and Gwen were tossed side-to-side in the Rust Bucket, unable to grab onto anything to steady themselves. Getting a lucky glance out of a window Gwen shouted to Max "two robot goons closing in fast" as she began crawling to the front of the Rust Bucket on her hands and knees.

"Bet that's your favourite position," Ben shouted as he was thrown into the fridge "you know, cause you're a whore"

"Not now bitch" Gwen shouted over her shoulder as she grabbed onto the passenger seat "we can't keep this up forever grandpa"

"Things are going to get a lot worst if we don't get to Mt Rushmore" Max said through gritted teeth as he checked his side mirror seeing the two drones.

"Why? What's at Mt. Rushmore that so important?" Gwen asked as she fastened herself into the passengers seat.

"Gwen this not the time to explain" max shouted as a drone got a lucky shot in, making the R.V spin out of control for a second before Max got control again. "Just trust me"

"Well this is one Tennyson that isn't going down without a fight" Ben shouted from the back as he activated the scree, Max and Gwen turned in time to see him turn into Stinkfly

"Ben! Wait" Max shouted as Ben opened the door and flew out of it and straight for the drones.

"I thought I took all you guys out," Ben smiled as he flew towards the drones dodging their blasts "well I ain't one to leave jobs half done"

As the drones flew past him Ben grabbed hold of one and landed on top of it, the other drone noticed and targeted him firing several times but as Ben laid flat the shots flew over him. Seeing the drone charge up for another attack Ben spat Stinkfly's mucus at the laser gun, blocking it making it overload blowing the front off the drone and making it crash. Scuttling to the back of the drone he was on Ben used his stinger to stab into it, taking flight and flying faster than the drone Ben sliced the top of it in half damaging it enough for it to crash into the buildings below.

"Heh, knew I could take these punks no problem" Ben laughed as he floated in the air, he suddenly felt something heavy grab onto his stinger and start to drag him down. Looking down he saw Vilgax holding onto him as he started to fly as fast and hard as he could be Vilgax's weight was too much for him, he was slowly falling.

"Give me the Omnitrix" Vilgax ordered

"Here's something for yah" Ben shouted as he spat as much mucus as he could at Vilgax's face hitting him dead on target and making him let go.

As Vilgax crashed into the ground the mucus wrapped around him like a cocoon but it proved to be nothing to Vilgax's strength as he easily broke free of it, leaping into the sky Vilgax tried to grab Ben but was noticed at the last second as Ben dived slightly so he flew over him.

"This guy doesn't quit" Ben watched as Vilgax landed in front of the R.V making it screech to a halt, it then reversed and span around as it took a different route out of the city.

Chasing Ben Vilgax leaped on top of a building and ran after Ben as he flew as fast as he could, dodging Vilgax as best he could when he leapt. But Vilgax eventually got a firm grip on Ben as he wrapped her arms around Ben's body stopping his wings and both crashing into the street below.

"I grow tired of this" Vilgax rasped as he picked up a semi-conscious Ben and tapped the Omnitrix symbol in the middle of his face, a bright green light turning Ben back to normal

"How'd you do that?" Ben mumbled as he weakly fought against Vilgax's grip

"A child? The Omnitrix is in the hands of a mere child?" Vilgax bellowed, unable to understand how so many of his drones had been defeated

"Hey, there's nothing 'mere' about me" Ben tried pulling his shirt out of Vilgax's hand but neither would budge, he was as Vilgax reached out and tried to grab the Omnitrix but a green pulse built that blasted them apart, sending Vilgax into the side of a building but he stood up as if nothing had happened.

"It appears the Omnitrix has already bonded with your DNA" walking forwards Vilgax picked up a unconsious Ben as his sphere stopped in front of him and opened "but we have methods of removing it"

-Break-

"I don't think tourists are allowed on this road" Gwen said as Max drove up on old, bumpy dirt road

"We're not tourists, we're tenants" Max stopped in front of a 'Road Closed' sign, reaching underneath the dash board and pressed a big red button. Feeling the Rust Bucket begin to shake Gwen tensed and grab the arms of her seat as the view of the country side disappeared and was replaced with a dark tube and artificial light.

As they came to a halt Gwen saw lights flash on as far as she could see, each wall was full of what looked like squares, possibly draws or boxes. Following Max they left the R.V and she watched as he opened random boxes, looking in on them she saw weird looking high-tech devices, some looking like guns, others looking like large keys and a few she couldn't describe the shape of at all.

"That's it, I'm not taking another step till you tell me what's going on. Why aren't we helping Ben? What is this place? And how did you know the name of that creepy alien going after Ben?" Gwen demanded as she watched Max slid on a visor and pulled out a gun twice as long as he was.

"It's kind of complicated, but let's just say I wasn't your normal plumber before I retired" Max activated and cocked the gun, which started pulsing with energy.

-Break-

"A child, I should have suspected as much" Vilgax shook his head as he looked at Ben's bio-scan "a human adult would have used it to try and rule this planet, or help those that need it. But you, boy, decided to get material gain"

"Hey I do and take what I want" Ben glared back, he'd woken a while ago in the ships medbay, his legs and one arm was held in place with some kind of force field but his arm holding the Omnitrix was completely covered by a metal clamp that covered most of his arm. "It's just with the watch I can't take a lot more a lot faster"

"You hold on your person one of the most dangerous and powerful devices in the whole universe, in the wrong hands it could lead to planetary, if not a whole galaxy, going to war." Vilgax walked up to Ben and looked down at him "until the right person is chosen to wield it, the Omnitrix must be put in a secure location, such is my mission. And the only thing from stopping me from completing my mission, is you"

Ben watched as various and multi sized blades appeared out of the floor in a circle around him. Turning to a crew member Vilgax ordered him to prepare the ship for take off as he picked up handle, pressing a button Ben watched as a laser blade appeared from it.

"You're going to cut my arm off?" Ben yelled as he struggled against his restraints "I don't want to lose my arm, I don't want to glow up with one arm. How am I suppose to hold food and drink at the same time? Or hold someone while I beat them up?"

"Stop your wailing boy" Vilgax yelled over Ben "as soon as the Omnitrix is removed your arm will be reattached, and I can leave this miserable backwater planet you call home"

Positioning the blade at Ben's arm Vilgax drew it back and was about ti swing downwards when something crashed through the wall of the ship, through the medi-bots and into him sending him crashing into the thick metal door. As the dust cleared Ben saw the Rust Bucket reversing off Vilgax but it looked different, the front bumper has extended and widened and there some rockets sticking out the back. As the door to the R.V opened Ben smiled as he saw Max jump out and holding a big gun, he also heard a computer voice warn about a power surge.

"Claws off my grandson Vilgax" Max shouted as he pointed the gun at Vilgax, who looked at him and recognized him even though his hair had grayed and he looked older.

"Tennyson?" Vilgax spat as Max pulled the trigger to the gun, sending Vilgax blasting through the door.

"Grandpa! Wait he knows you? And you know him? And is that gun really going to work on him?" Ben asked as Max dropped the gun

"The guns keyed into Vilgax's bio-signature it should put him down for good, as for the rest, well its a long story" Max tried typing some commands into the console to release Ben, but it started sparkling and exploded as the power surge increased as it ran through the ship and into the restraints holding Ben.

Ben could feel the watch activate in his restraint, but it felt different from usual he could feel it forcing him to change to his aliens, from Ben to XLR8 to Dianomdhead to Wildmutt, cutting him off from asking what was happening and ending in a roar

"The power surge must be affecting the watch" Max watched as Ben turn from Wildmutt to Four Arms, allowing him to easily break free from his retraints. "We need to leave, uh, curl up and think small thoughts" Max said as he released Four Arms was too big for the R.V and there was a possibility he could turn into an alien they hadn't seen yet. As Max turned to head back to the R.V he was forced to duck as a laser shot flew past him as several drones entered the room.

Stepping in front of Max Four Arms swung at the nearest drone but before he could hit it he changed again, turning into Ghostfreak so his hand just went through the machine and caused no damage.

"What are you doing Ben? Turn into a alien that's useful" Gwen shouted as she leant out of the R.V after Max told her to stay hidden. Seeing a drone lock onto her Gwen leapt from the door as it fired, landing on her hands and flipping herself onto her feet and taking cover.

"I've got no control over it" Ghostfreak spoke as loud as his whispering voice let him "only difference from usual is I go from alien to the next without changing back to normal"

As three drone flew towards him Ben felt himself start to change again, he could feel his body shrinking and becoming solid again. As the drones flew past him Greymatter grabbed onto one unnoticed, crawling inside the drone Ben chuckled to himself as he crossed wires and switched out important circuitry.

"A little alien know-how and the drone is dropped" Ben leapt from the drone and onto another as it exploded, he changed again and he felt his body get larger and connect to the drone taking over it and giving him full control. Seeing two drones corner Gwen, Ben made changed so the drone he'd taken over increasing its size and fire power. "Try picking on someone your own size" Ben grabbed one of the drones and sliced through it with several sharp blade as he shot the other one, both exploding and scattering their pieces in every direction

"Great, now I owe that doofus" Gwen thought to herself as she sighed. She was thrown backwards as the ship made a sudden lurch, looking out the hole they made in the wall she could see the sky going past them in the wrong direction showing that instead of taking off, they were now falling towards the ground

"We need to get control of the ship" Max used a large drill on the head of a drone disabling its ability to move, running over to a console Max started typing away as the screen showed symbols neither Ben or Gwen understand, a second later an alarm blared through the ship

"You can fly a spaceship?" Upgrade asked as a drone tackled into him destroying the drone he'd taken over.

"At this point I'm not surprised about anything" Gwen sighed from her hiding spot.

As Max was putting his full concentration on the screen and trying to gain control of the ship, he didn't notice a large clanking noise getting closer. Only as a large shadow covered him Max looked up and saw Vilgax staring down at him, as he was thrown aside Max was unable to do anything as he slid across the floor and stopped just short of the hole.

"No weapon will help you Tennyson" Vilgax held Max down by placing a large foot on top of him with just enough pressure to stop him getting away "as you can see, I'm much stronger than in our last encounter, and once I retrieve the Omnitrix I shall bring you along with me to stand trials before the Galactic courts"

Seeing that Vilgax had pinned Max but couldn't hear what either one was saying over the alarms Ben morphed his arm through the drone messing with its insides and throwing it off himself, charging at Vilgax Ben shouted at top of his voice "Leave My Grandpa Alone" as he tackled into him sending them both falling through the hole.

As he and Vilgax fell through the air Ben managed to push himself away from Vilgax before he could grab hold of Ben, leaving him to fall unaided. Spreading his flexible technomorphic body Ben began to glide, steering himself to the large presidential faces that made Mt Rushmore. As he neared them heads he could feel his body begin to change again and without Upgrades flexible body or Stinkfly's wings Ben began to drop like a stone, reaching out a clawed hand Ben managed to grab onto the nose of a president digging them in to stop himself plummeting to his death.

"Sometimes I really hate this thing" Ripjaws wheezed, he was slowly finding it harder to breathe and if he didn't find water soon he'd pass out, then die.

Swinging his arm up Ben dug his claws into the rock and pulled himself up, gasping for breath and wheezing Ben slowly made his way to the top of the mountain willing himself to keep climbing as he felt like his lungs were getting smaller and smaller.

"Need... water" Ben choked as he dragged himself onto the top of the president's head and flopped down, rolling over Ben could feel his heart trying to beat hard but was struggling, his vision was starting to get blurry and he could feel his limbs going numb. Feeling something heavy land near him Ben struggled to look what it was as a large shadow covered him.

"You are a slippery little fish boy, but no longer" Vilgax rasped as he reached for the Omnitrix symbol on Ben's shoulder, all he grasped was a small dust cloud and thin air as a voice came from behind him

"I'm not done yet squid face" XLR8 chuckled, closing the visor Ben disappeared.

"You cannot hide from me forever" Vilgax yelled at the empty area, hearing something behind him Vilgax turned and saw a dust trail heading straight for him.

"Wasn't planning on it asshole"

Running as fast as he could Ben charged straight into Vilgax making him skid backwards across the rock and kicking up dust cloud. Stumbling backwards Ben collapsed onto the floor as the dust settled, seeing Vilgax hadn't even flinched, though he was sure he'd just cracked a few of his own bones.

"You're resistance is becoming annoying, if knocking up unconscious means not holding back any more, then so be it"

Ben watched as the poles sticking out of Vilgax's arms slid into them, his arms becoming larger and thicker as he swung them up and slamming them down as hard as he could making Ben leap out of the way smashing the stone beneath them making the face crumble.

"Strength doesn't mean a thing if you can't catch me" Ben chuckled as he swift dodged Vilgax's punches and attempts to grab him, dashing around Vilgax leapt up and preparing his claws thrust his arm forwards aiming to stab Vilgax in the back only for his arm to be grabbed and thrown away.

As Ben slammed into the stone he could feel his bones, which had evolved to survive high impacts, break. As he slumped against the rock he could feel his body change again and the pain disappeared, recognising the feeling of the body Ben aimed his hands to where Vilgax roughly stood and fire Diamondhead's crystals from his hands. Charging out of the cloud that had been kicked up Ben saw the crystals shatter against Vilgax's pump-up arm. Leaping into the air Ben changed his arm into a sharp blade and swung it forwards, watching as it shattered against Vilgax. Reforming his hand Ben tried punching Vilgax's knee's again only for his hands to shatter.

"Ah crap, should have seen then coming" Ben sighed as his hands reformed again. Receiving uppercut from Vilgax Ben felt his jaw crack and get lifted off his feet, he was then grabbed by the face and slammed into the ground. Groaning Ben could feel several deep cracks across his hole body.

"It is time to put an end to this foolishness" reaching forwards Vilgax tried to grab the Omnitrix again but failed as the symbol moved as Ben changed alien.

"Sometimes I love this thing" Ghostfreak chuckled as he flipped Vilgax off and phased through the stone.

Shouting in frustration Vilgax released the poles from his arms, decreasing their size as his space ship flew high above him and landed in the forest near the mountain.

-Break-

A few minutes ago

"Leave My Grandpa Alone" Ben shouted as he tackled into Vilgax sending them both falling through the hole.

"You ok grandpa?" Gwen asked as she ran from her hiding spot and over to Max, helping him onto his feet

"I'm fine, but we need to get the ship under control or it'll explode when it crashed" Max panted as Gwen helped him back to the console screen

"How bad would it be if it exploded?" Gwen asked, afraid of the answer

"A ship like this runs on a fusion core, one breach and everything within a twenty mile area will be wiped out" Max typed as fast as he could but the ship wasn't reacting the way he wanted, the way it was now the ship would take a nose dive into the ground so he needed to level out and have a rough landing.

"Come on grandpa, you've got a trick up your sleeve, right?" Gwen asked hopefully

"Short sleeves" Max smirked, putting Gwen at ease slightly, he'd managed to get some emergency thrusters activated and was forcing the ship to level out. "Now to leave a surprise for Vilgax"

"What kind of surprise?" Gwen asked, again afraid of the answer.

"I'm going to activate the self destruct, it'll deactivate the main fusion drive and overload a few key systems. Much smaller explosion" Max smiled as he pulled out a cigar and lit it using one hand.

"And how are we suppose to get out before it explodes?" Gwen shouted as she noticed Max looking at the Rust Bucket. "Oh no, not again' she groaned as Max grabbed her arm and pulled her to the R.V.

Leaping into the front seats Max and Gwen strapped themselves in tight as Max turned the engine on, slamming down his foot and picking as much speed as he could before slamming through the walls. Turning violently Max drove down a corridor as fast as he could and as he approached the rear wall pushed what looked like a random button to Gwen which actually activated the hidden booster jets hidden in the rear of the Rust Bucket.

"Where did you hide this shit?" Gwen asked as she was pushed back into her seat, feeling her brains being squished into the back of her skull.

Smashing out of the rear of the ship the Rust Bucket flew through the air as the ship landed roughly behind them, digging a small trench as it dug into the forest.

"Hold on, this is going to be a rough landing" Max warned as R.V began to fall.

-Break-

"Come on, don't change on me now" Ben thought to himself as he floated out of the stone, hearing the roar of the engines Ben looked up to see the ship flying over him and watched as it crashed into the forest below. "Grandpa! Gwen!" He shouted out and flew as fast as he could to the ship.

As he got closer to the ship he saw the R.V smashed up several dozen feet away from the ship, the roof was missing at the front part and all the glass was smashed. Looking in Ben saw some blood on the dash-board in front of the passenger seat, floating through the R.V Ben saw that almost everything had fallen from its proper place and smashed on the floor. Looking in the back he saw something large out of the window, then he realised who it was and who he had in each hand.

"NO!" Ben shouted as he flew out of the R.V and straight at Vilgax who held a unconcious Max and Gwen in each hand, as he got closer he could see blood dripping down Gwen face from a nasty cut on her forehead "let them go or I will tear you apart" Ben threatened, he could feel himself changing again, he lost the ability to fly and landed on two sets of paws, Wildmutt roaring loudly at Vilgax as he charged at him.

"We both know that threat is empty" Vilgax watched as Ben got as close as he dared before stopping and roaring again. "The girl holds no interest to me, but Max Tennyson is a different matter. He is wanted by the Alliance for more crimes I can mention and is deserving a swift and long sentence. I offer you a choice, boy, hand yourself and the Omnitrix over to me or I shall take Tennyson back with me and you shall never see him again. There is nothing you can do to stop me, and if you do attack there is a chance you will hurt your grandfather, now choose"

Growling loudly Ben couldn't see away of attacking Vilgax without Gwen or Max being used against him,not to mention he wouldn't have the luxury of holding back against Vilgax's strength. Lowering his head Ben stopped growling, admitting his defeat.

"The first wise choice you've made" dropping Max and Gwen Vilgax walked over to Ben and pressed the Omnitrix symbol turning Ben back into Ben. Grabbing him Vilgax turned and started walking to his ship

Max groaned as he woke up, vis sion blurry but he could still see Vilgax as he passed him, and he was holding Ben. "Ben! No" Max groaned as he tried to stand

"I'm not interested in the boy Tennyson, you will have him back as soon as I have the Omnitrix" Vilgax said not even looking down at Max

As soon as Vilgax stepped into the ship it started rising up into the air. "At least I shall be off the planet" Vilgax dropped Ben as he walked further into the room, that when he noticed a countdown in alien numbers on the screen and an alarm started blaring throughout the ship. "The auto-destruct sequence," racing over to the screen Vilgax input his command code trying to shut it down, but the systems had built up too much and were unable to stop. "Tennyson" he cried out in rage, "always the thorn in my side"

"Guess it runs in the family" Ben called out, as Vilgax turned to face him Ben fired the giant gun Max had brought with him and left on the ship. The shot hit Vilgax square in the chest and slammed him into the wall, leaving the gun Ben turned and ran for the hole activating the Omnitrix and selecting the first alien it brought up. As he ran he felt his body warm up and get taller, as he leapt out of the ship Ben heard it explode behind him and felt himself get engulfed in flames but they didn't hurt him, they didn't even feel hot to him just pleasantly warm.

Shooting flames from his hands Heatblast flew away from the ship and down towards the ground where he landed by pointing his hands towards it and turned his flame up to full burst, slowing himself and scorching the ground below him. As he touched down he heard the usual noise and turned back to his usual self.

As Max approached with Gwen in his arms he saw a smiling Ben standing in the middle of a scorched circle. "Grandpa, we need to talk" Ben smiled