Ta-DA! I am here once again, with another lovely chapter for you today! Unfortunately, this will the last chapter before next year, as I become extremely busy towards the end of December. Do not feel discouraged! I shall return, loyal readers of all shapes and sizes, species and genders.

As always I have several people I must thank for helping me right this chapter, not to mention this story.

As you probably already know, DJ Rodriguez has kept me on my feet for numerous chapters, sending me life lines when I'm drowning in a sea of writer's block (that's the worst type of sea you could possibly fall in). Everyone give him a round of applause!

Next, I would like to thank Sallem Cortez 004 for helping me with this little number, though DJ's been helping me mostly. But hey, this is his thank you, so everyone should and must applaud this writer's work, as he is probably one of the best harem writer's there is. I have been fortunate enough to learn tips and tricks from this wonderful and wise master ;)

I would also like to thank Menatron the Angel of Ideas for keeping me on track and keeping me supported. If there has ever been anyone whose head has been filled with fabulous story ideas or plots, its this guy.

And of course, I have to thank each and every one of you out there who have taken their time to read this story. Without your support, I never would have made it this far. THANK YOU!

As always, comment and review and blah, blah, blah. You want me to stop talking and get to the story right now, huh? Thought so.

-WARNING!- The following chapter features graphic writing and material unsuitable for readers under the age of 13. For security purposes viewer discretion is advised, and this chapter and onward will be rated M, just to be on the safe side.

She felt so cold. When was the last time she had been warm, wrapped up in a blanket next to the fireplace with a mug of hot cocoa? It seemed like eternity since she had last seen the sun and felt its warm, welcoming rays. All she could feel now was the contestant presence of hopelessness and the freezing bars of her prison.

It seemed like forever since she had been forced into this small, cramped cage, forced to sit and wait for days on end without food or water. And when the meals did come, they only barely met the nutritional requirement her body needed. As a result, she was drastically weakened than from when she had first arrived. When she had first come to this horrible place, where death itself would have been a blessing at this point, she had fought and kicked and screamed with every fiber of her being, only to be thrown into the cage like yesterday's trash.

She suffered wounds from that battle that hadn't been allowed to heal, as the boss's henchman would constantly subject her to torturing when they were in a bad mood. She knew from her Biteology classes that she had several broken bones, many of them fractured in more than one place. She was suffering from internal bleeding in multiple places, and she could barely see out of her eyes. She was never allowed outside of the cage, except for beatings or for the little exercise they allowed her before forcing her back into the cage. She was never allowed to bathe, never allowed to use the bathroom.

As a result, her tiny living quarters were absolutely repulsive. The cage was big enough for her to lie down fully stretched, and this allowed her to keep some degree of cleanliness. In a far corner, away from where she slept in her cage, was her bathroom, nothing more than a disgusting pile of crap that reeked to high heaven. The henchmen would often complain about the smell, especially the Loboan, but they never did anything about it. Since they never allowed her to bathe, she stunk as well; ugly looking bruises and scratches covered her arms and legs, and her dress was barely holding together. Her hair was tangled up in a jungle of black and white snarls, and her perfect finger nails had grown long and dirty. Her shoes were missing, taken away by the henchmen when she had once used the sharp heels to pick the lock on her cage; she hadn't succeeded of course, but they took them away nonetheless.

Every night, she cried herself to sleep in her horrible conditions, waking up with dried tears on her dirty cheeks and the horrible smell getting worse and worse. For hours on end, she sit in her cage and think about the outside world, about what her friends were possibly doing at the moment. Her parents would obviously be worried beyond belief, and her friends would be doing everything in their power to try and find her. The whole town would be in an uproar, demanding the police do something about her disappearance. But she knew the police wouldn't do anything productive. "One less monster to worry about," was what they always said. It seemed that the events of Halloween between Normies and Monsters had simply vanished, as if they never existed. True, a few of the Normies liked the Monsters, but they never did anything when one of them was in danger.

That led her to think about Ben. To her, he was an enigma, a mystery that simply couldn't be solved. She knew absolutely nothing about him, nothing but the fact that he wielded the most powerful weapon in existence on his wrist with pride. He was kind, caring, thoughtful, and goofy. She had witnessed that herself, and heard rumors of him getting absolutely furious. The anger was justifiable though, and he had saved her and the student body of Monster High more times than she could count. Yet somehow, she couldn't help but blame this on him. If it hadn't been for him, she wouldn't have been in this mess. If she had never met him, she wouldn't have fallen in love with him and suffered through the Halloween Fiasco.

Yet somehow, she could help but believe that he was her only way to freedom.

With a heavy sigh and sob, Frankie curled herself up into a ball and tried to fall asleep, ignoring the foul stench that hung over her like a heavy blanket.


You like him. Don't deny it.

Gigi rolled her eyes and focused on floating forward, keeping up with the group. She loved her tsister dearly, but if there was one thing Whisp was, it was nosy. And the fact that she and Gigi shared a mind link of sorts was not helping in the slightest.

Other than the two genie sisters, there was Ben himself, leading the way and sniffing the ground furiously in his Vulpimancer form. Riding on his back were Ghoulia and Slow Mo, still too slow to keep up with the group of monsters for long. Behind them was a long procession of students from Monster High, all armed and determined to get Frankie back. Swinging through the tree tops and providing air coverage were Jane and Robecca, Twyla shadow traveling through the tree's shadows to keep up. The boys all walked together in one group, quietly murmuring to themselves about how much fun this was going to be; Manny was barely containing his excitement at finally being able to prove he was just as tough as Ben was, though Hoodude and Deuce had their doubts. Heath was supporting his friend all the way, while Clawd was off in another part of the group, comforting a truly terrified Draculaura as she worried about Frankie. Gil walked beside Lagoona, holding hands as Heath would use the last few minutes before the battle to try and charm Abbey. The yeti ignored him for the most part, keeping even stride with Cleo and Venus directly behind Wildmutt. Walking silently next to Wildmutt were Spectra and Nefera, who was casting apologetic glances at her sister, though she didn't seem to believe them to be true. Bringing up the rear were Jinafire, Skelita, Clawdeen, Bonita, Neighthan, two other hybrid ghouls Wildmutt didn't recognize, along with a third ghoul who was seemingly normal (for a Monster).

They walked on in near total silence for almost an hour before climbing up a small hill and peering over the crest to peer down at a rusty old warehouse on the edge of a small river. The windows of the building were either boarded up or broken, the doors locked tight from the inside and board up on the outside. The sides of the building were covered in red colored rust and graffiti, and the smell of mold and mildew was just big enough to smell faintly from a distance. The group halted as Wildmutt let his zombie passengers climb off of his back and the Omnitrix timed out. The group then went silent as Ben stood up and called for their attention.

"I'm not the best at a lot of things. Claw-culus, Biteology, and keeping things normal just a few. But one thing I know I'm good at is kicking butt. And that's what we're all here to do. Zs'Skayr came after me, attempted to kill me and rule this world. That was fine by me, I've fought him dozens of times. But when the treacherous, slimy, no-good, Grim Reaper Reject stole Robecca's gear and kidnapped Frankie for his own nefarious purposes, he just crossed a line. A very big, red line that should never be crossed. Tonight, monsters of all species, we will attack Zs'Skayr, stop him once and for all, and rescue Frankie Stein if it's the last thing we do!" Ben roared at the top of his lungs, his speech met with roars and cheers of approval. Ben then allowed a ten minute break for last minute preparations, taking the time to fill out his roster with the toughest aliens in his arsenal. Humungousaur, Four Arms, Atomix, Clockwork, Way Big, Gravattack, Feedback, Rath, Diamondhead, even Alien X all made their way into the frontal cycle, ready to be used at a moment's notice.

He then felt a tapping on his shoulder and turned to look up at Clawd and Manny, the Minotaur looking at him with a straight face but defeated eyes. Clawd sighed and scratched his neck sheepishly. "Look, dude . . . . I just wanna say that, if I don't make it back from this . . . . I want you to look after Draculaura, okay?" the werewolf finally said. Ben froze and nearly let his jaw drop. Sure, he and Clawd had never really interacted at all during his time at Monster High. They only ever really met during the Halloween Fiasco and the Dodgeball Game of Doom, and yet Clawd, the captain of the Casketball team and most respected guy in school, was handing his girlfriend over in the event he should not return.

"Um, okay." Ben said, his throat feeling dry. Clawd nodded and went off to look for his girlfriend, leaving Manny and Ben alone to talk. The two stood there for what seemed hours on end, Ben waiting for the silent Minotaur to say something, anything.

"You know I don't like you, right?" Manny finally said. Ben nodded.

"Then you know how hard it is for me to say that I want you to look after Iris, too." Manny snorted. Ben cocked an eyebrow, running through a mental list of of every ghoul he had ever met at Monster High. He had never met someone named Iris. Noticing Ben's confused face, Manny sighed and pointed with a large finger towards one of the unknown girls that had joined the group at the last moment. She had sort of a sickly looking shade of green skin and darker green hair that was pulled back into two long pigtails that reached her waist. She wore a simple purple dress and black top with a pair of purple sneakers decorated with eyeball designs. A single, violet colored eye was positioned right in the middle of her face, just above her small nose and green lips. The Cyclops turned to look at the two of them and gave a small wave.

Ben waved back, earning an annoyed glare from Manny. "You get her if I don't make it back." he snorted, turning away from Ben and stomping down the hill to talk to the guys. Ben just stood there, shocked that the monster who used to be the toughest in school had allowed him access to his girlfriend should he perish. The idea was staggering to Ben, but now was not the time for such thoughts. Shaking his head, he blew a shrill whistle to catch everyone's attention.

"Alright, now here's the plan," he began, making his voice clear. "Manny, Clawd, Deuce, Abbey, Heath, and Jinafire will be Team A; their main directive is to keep Zs'Skayr's minions busy. Jane, Draculaura, and Venus will be Team B and will be charged with finding and rescuing Frankie. Gil, Lagoona, Iris, Gigi, and Whisp will be Team C; they're job is to keep the river secure in case of an emergency exit. Cleo, Clawdeen, Skelita, Ghoulia, Twyla, Slow Mo, and Hoodude will round out Team D and keep the front door secure. Robecca, Spectra, Nefera, and I will deal with Zs'Skayr himself."

"What about us?" a voice called from the back of the crowd. Ben looked back to see a girl standing with Bonita and Neighthan, a miffed look on her face as she folded her arms across her chest and flapped her wings impatiently. The girl was certainly odd, having the body of a horse attached to her almost human torso. She had faded blue hair and a pair of purple horse ears on her head and was wearing a riding outfit, minus the pants for obvious reasons. Above her floated a mermaid of sorts, except that she would often phase through the surrounding trees and students, constantly being distracted by the smallest of things. She wore mainly black and white, wrapped in silver chains that rattled whenever she moved.

"Neighthan, Bonita, and, um, you two," Ben said, their names escaping him at the moment.

"Avea and Sirena," the centaur girl replied with a frown.

"Right. Sorry. "Neighthan, Bonita, Avea, and Sirena will be Team F. You're job is to cause general mayhem and help any of the other teams when they need it. Neighthan, I'm going to need you on doctor duty should the need arise," Ben instructed. "Remember: this is a rescue mission only. Do not get fancy and try to show off." he added. "We don't know what's in there, so keep on your toes."


Zs'Skayr patiently paced the floor, floating back and forth across a certain spot with his scythe in hand as Dr. Viktor put the finishing touches on the device. The Ectonurite was pleased with his henchmen's work, the device being nothing more than something of a large ray gun.

The pointed end of the weapon was directed at the ceiling of the warehouse, waiting for the roof to roll open and fire. Zs'Skayr grinned as the future events that were to come passed through his mind; hundreds of Normies and animals, twisted and mutated into horrible, twisted monsters that would obey his every command. The actual monsters of this realm would be resistant to the Corrodium that powered the device, Zs'Skayr was sure of this. He didn't worry though. When his horrid army rose, he would be able to enslave the monsters to his liking.

Zs'Skayr grinned maniacally as Dr. Viktor slammed the hatch to the device shut. "It is ready, master." the large Transylian said, Zs'Skayr nodding with approval. Truly, the doctor was proud of his work, though Zs'Skayr knew that deep down he was no used to being used as a pawn. But true to his word, Zs'Skayr would give him a share of his new empire. Provided the plan worked. The Ectonurite shook his head. Why was he so worried? Nothing could stop his plan now. He had the device, the Corrodium, the gear, and most importantly, the girl.

"Speaking of the girl," ZS'Skayr grinned. "Tennyson should be along any second now."

True to his word, the could of frozen metal twisting and screaming could be heard behind him, and the Ectonurite turned just in time to see a large Minotaur rip the frozen remains of the front door of the ware house. Next to him stood a Polar Manzardill. Behind both of them was an army of high school students of various species, none to happy as they all glanced at Zs'Skayr.

"Ah, Ben Tennyson. So glad you could grace us with your presence," Zs'Skayr chuckled darkly.

"Save the formalities for your mother in law, Ghostfreak," Arctiguana growled as the Omnitrix timed out and reverted him back into his human form.

"I thought his name was Zs'Skayr," Manny whispered.

"His real name's Zs'Skayr. I just call him Ghostfreak to tick him off," Ben smirked.

"But I never answer to it!" the Ectonurite growled, the name bringing back unpleasant memories of his imprisonment within the recesses of the Omnitrix, only let out when someone decided to use his DNA. He was about to say something else when Spectra beat him to it.

"Wait, is this guy related to your transformation?" she asked.

"In a way. He's actually the DNA source for Ghostfreak. I'll tell you the whole story later." Ben promised.

"If you survive, that is," Zs'Skayr hissed, ticked at having the conversation directed from his plot. "Now then, if you be so kind as to give me your full attention, I have a gift for one of you." he added, making a big show about digging around in his faded cloak as if rummaging through hundreds of different items. After what seemed forever, he produced a golden colored cog wheel from the folds of his robe. There was a sudden gasp as Robecca rushed to the front of the crowd, gaping at her missing part.

"Miss it, deary?" Zs'Skayr chuckled at her reaction. "I'd be more than happy to give it back. It's outlived its usefulness," he said, tossing the gear to the floor and letting it roll to Robecca's feet where it spun around in a tight circle before collapsing as Robecca picked it up. "What do you mean it's 'outlived its usefulness'?" she asked, worry creeping into her eyes. Zs'Skayr enjoyed seeing that feeling.

"You haven't been able to guess? Your processor must be getting old," Zs'Skayr commented nonchalantly, buying himself time for the weapon to fire up. Plus, he simply loved toying with his victims. The heart wrenching expression on the copper girl's face was priceless. "It seems that the cog has run out of uses; it is rather useless to me now. You might be able to use it for some function or other." he explained without a care.

Robecca tentatively reached down and picked up the gear in her fingers, gently tracing her fingertips over the design as if she were afraid that the gear would blow away in the wind like a pile of fine ash. The world seemed silent to her as she looked over the gear, processing the words Zs'Skayr had said. The gear was nothing more than a useless trophy now. She would never have the happy ending that she never knew she could have. She would never understand the joy of having children, and with the one love that she was apparently destined to be with. All of that was within an arms reach, and she didn't even know she had it before it was taken away by a sick, psychotic alien ghost with a master plan to rule the cosmos.

That was when we she snapped.

Without a word, Robecca tore off her vest and shirt and opened the hatch inside of her, carelessly tossing the gear inside. She glared at Zs'Skayr with fire in her eyes, a look that promised that she would kill the Ectonurite in any possible without hesitation. "Ben. Upgrade me." she commanded in a voice as thick as iron. Ben gulped; he had never seen anyone so angry. Even the time he had gone Rath on the troll guards seemed like a temper tantrum to the way Robecca looked. Without argue, Ben activated the Omnitrix and scrolled through his aliens before coming across the one he needed, trying to keep his eyes from tracing over to Robecca's bare breasts; the rest of the guys were not faring much better.

"Dear girl, do you have idea what the dangers of-" Skurd began before Robecca jerked her head to glare at him. The Slimebiote instantly shut up, deeply disturbed and scarred by the enraged look on Robecca's face; one would need an entirely different word to describe how pissed she was.

Ben then slapped the activation button, hoping that it would prove to be a successful transformation. His skin became more loose, almost a liquid, but not quite. His bones dissolved into nothingness, and even his organs seemed to disappear; but Ben knew they were still there, just a lot more squishy and modifiable than they had been before. His skin turned a shiny black color, racing to cover his everything. His feet molded together into a single, wide toe as he lost a finger on each hand. More mass piled up between his head and shoulders until there was a smooth, slope-like transition between the two. Ben's mouth and nose vanished all together as his eyes crashed into each other and became one. The final additions to the transformation was the Omnitrix in the center of his eye and the appearance of a bright green, circuit like pattern on his skin.

The Galvanic Mechamorph then oozed across the floor at a brisk pace and engulfed Robecca in a fluid motion, silently oozing himself into every nook and cranny of her body. Once she was covered from head to toe, Upgrade went to work, quickly applying pressure to certain parts of her body and exploiting them, reading through her blueprints and modifying them into something better. All of this took less than a few seconds, and the results were truly terrifying.

The copper girl was now a towering twenty feet tall, an utter giant compared to everyone else. She retained the green and black circuit design, but she looked far different. Her black and blue locks were now solid lines of black and green pulled back into a ponytail, framing her single green ring of an eye with the Omnitrix and a tiny Skurd in the center. Spikes decorated her now broad shoulders, and long, thin blades ran down her arms to her wrists, each finger lined with small spikes. Her frame was slimmer, highlighting her bust and ass under a thick layer of protective green and black armor that could with stand a nuclear bomb. She wore a pair of large, thick, spiked boots with sharp bottoms, ideal for stomping and crushing.

"Robecgrade!" the titan called out, striking a pose as Zs'Skayr stared upwards. This, he had not been expecting in the slightest. Dr. Viktor, while startled at the sudden appearance of the giant robot, was equally fascinated; Crüjo and Khuflu just seemed terrified, exactly what Robecgrade wanted. With an enraged yell that sounded like Robecca's but with Upgrade's robotic tinge, the titan raised up a giant foot and brought it down right on Zs'Skayr, the Ectonurite fazing through the floor and back out behind a stack of crates before he could be killed.

Without hesitation or mercy, Robecgrade swiped her hand through the stack of crates and brought down on a fist on Zs'Skayr, relishing in the feel of the Ectonurite's bones being splintered in her mighty grip. Stunned, Zs'Skayr feebly swiped at Rovecgrade's arm, succeeding in slicing it off, only to have it regrow back into a sharpened blade. The other hand morphed into a spiked mace as Zs'Skayr fled as fast as he could. With a roar, Robecgrade stomped after him, crushing crates under her feet.

"You heard them!" Manny roared. "Attack!" With a loud battle cry, the monsters rushed into the ware house, crafted weapons raised and ready to do battle. With little options left, Crüjo, Khufulu, and Viktor rushed in to meet them, the monsters splitting off into their groups before they collided.

Like a well oiled machine, Manny and Heath fought together, the Minotaur blocking the Translian's blows with his own as Heath leaped in and out at high speeds to deal damage, giving Manny a break after a while by setting Viktor's hair on fire. As the doctor ran about, Deuce saw his chance and dove into a slid, swiping Viktor's legs out from under him and sending him to the floor as the boys shared a high five.

Khufulu, brave as he was, was getting his butt kicked. With a movement of his hands, he stretched out his bandages, slamming them into Abbey and sending her back into a pile of crates as Jinafire swiped the bandages clean off with a movement of her sword. The dragon then switched to martial arts, clipping the sword to her light, leather armor as she jabbed a hand forward and hit the Thep Khufan in the chest before giving a round house kick and sending him into a wall. With an enraged yell, Khufulu extricated himself from the wall and charged blindly at Jinafire. Faster than Khufulu could have possibly reacted, Jinafire stepped out of the way and punched him in the gut, giving a swift uppercut to his face before whacking him over the head with the flat of her sword. Delirious, Khufulu gave one last attempt at an attack and managed to pull Jinafire's sword from her hands with his bandages. Before Jinafire could use her martial arts training on him, the Thep Khufan unleashed his bandages and ensnared her in them. Just before he could finish her off, a sharp pair of hooves came from his left and kicked him in the face, knocking him out.

"Not very honorable," Jinafire noted as Avea helped her up and untied her.

"It got the job done, didn't it?" Avea retorted with a smirk.

"True."

"Pfft. Abbey could have done better." Abbey grumbled, rubbing her sore skull as she gave Khufulu a swift kick to the shins.

Elsewhere, Robecgrade was continuing their assault on Zs'Skayr (more like Robecca was; Upgrade was just the armor). Being truly terrified for the first time in his life, Zs'Skayr could tell that he did not like the feeling, especially when the tables were turned. He rushed behind a stack of crates, staying just ahead of Robecgrade's swings of her mighty sword and mace. He would have made an escape through the air, if he hadn't been blocked by the surprisingly threatening appearance of Spectra wielding a pair of katana blades. He rushed forward again, only to be cut off by Robecgrade's giant mace. With an annoyed grin, Zs'Skayr continued forward, to try and phase through the weapon, only to smack right into it and fall back.

"How do you like us now?" Robecgrade growled with a hint of amusement in his voice.

Zs'Skayr gulped and flew upwards, twisting to the side to dodge the slicing scissor maneuver Spectra used with her swords. Running out of options, Zs'Skayr had one last chance left; it wasn't quite ready, but it was now or never. With a quick burst of speed, dodging a swipe of Robecgrade's sword and mace, Zs'Skayr made his way over to the weapon and quickly tapped a button on the control pad. The sound of machinery groaning could be heard over the roar of the battle. It was quickly droned out from the loud whining of several small missiles that were released from Robecgrade's gigantic hands.

Most projectiles would have followed a heat trail of sorts, but since Ectonurites possessed zero body heat or natural life force for that matter, Robecgrade's missiles were modified to lock in on Zs'Skayr's unique DNA structure and target it specifically, ensuring that Spectra would not be harmed through some odd goof up. The missiles zeroed in on Zs'Skayr and would have blown him sky high had he not quickly phased through a stack of crates. The ammo quickly obliterated the crates in their mad race to reach their target, angering Robecgrade to no end.

"C'mon, luv! I wanna mop the floor with this scummy punk!" she roared, just as the Omnitrix timed out!

With a flash of green light and a loud roar, Ben and Robecca were separated once more, thrown across opposite sides of the room from the blast; Robecca was thrown into a wall of the warehouse as Ben was blown into another stack of crates that cracked open like eggs to reveal their prizes within. Ben groaned and sat up, rubbing his sore skull as he glanced wildly about the room.

The warehouse was now in complete chaos; an army of black and purple stained creatures had come out of nowhere, tearing into the army of Monster High students and keeping the lines of Zs'Skayr's henchmen. Upon closer inspection, Ben recognized several species from his Omnitrix; Vulpimancers, Tetramands, Arachnichimps, Lepidopterrans, Aerophibians, and even a few Vaxasaurians as well. However, something was seriously off about them. They had brandished twisted limbs, some of growing extra limbs or having stumps where limbs should have been; all have sharp or serrated teeth and claws; all of them were monstrous.

"Do you like them, Tennyson?" Zs'Skayr rasped with a wicked smile as he floated over Robecca's dazed form. "Such a shame the cog wheel lost its purpose. I hoping to fashion out a few more members of my army, but it seems they don't make gears like they used to," the Ectonurite chuckled. Ben frowned and glared at him, reaching for the Omnitrix when he was suddenly grabbed from behind by a pair of strong hands. Ben yelped as he was yanked into the air as he craned his neck to see his attacker. It was dark purple colored Tetramand with three golden colored eyes; the fourth was swelled shut. Random, bloodied spikes protruded from its spine and lower set of arms, the ones currently holding Ben. The second pair were not in their usual place, rather they had rotated back and seemed to have burst out from the area of flesh just behind the neck. The acted as the monster's main set of legs, the original ones now hanging limp and virtually useless from the body. The Tertramand's mouth was twisted vertically and when it opened its mouth, it revealed three rows of sharp, twisted teeth.

"Now, now. We can't have that happening," Zs'Skayr tut-tutted, waving a finger back and forth as he shouldered his scythe. "You need to learn discipline, dear child. One must never harm Zs'Skayr," he chuckled darkly as he grabbed the handle of his scythe with his claws and raised the weapon over his head as he still hovered over Robecca's limp form. Ben gasped and watched with pleading eyes as he was unable to do anything.

"Now you will pay the price, Tennyson." Zs'Skayr hissed as he swung the scythe down. The world seemed to suddenly go in slow motion as Ben watched the weapon's curved blade go down. He found he couldn't turned his head away from the scene, held in place by the Mutant Tetramand as the scythe sunk heavily into Robecca's waist and cut clean through her. Oil spurted everywhere, pooling heavily on the floor as Zs'Skayr cackled at his triumph and the look of horror on Ben's face.


Above the battle, Jane silently ran along the catwalk, thanking the heavens for her Merlinisapien armor. Modeled after Chamalien's skin (a latest invention of Ghoulia's), the armor allowed her to change colors to match her surroundings and slip by enemies with ease. Armed with a small dagger and her staff, she was a silent and nearly invisible assassin. Jane shook her head; now was not the time to marvel at her armor. Her mission was to find Frankie and bring her out.

Jane glanced behind her to see Venus and Draculaura slinking through the shadows as quietly as possible. Jane found it hard to believe however, that Draculaura managed to even slip by without notice, as the small vampire was still dressed from to toe in bright pink, though she had managed to change from her designer boots to something more suited for running. Venus herself was doing fairly well, using her plant charming abilities to swing from vines that she hooked around rafters from the ceilings.

Jane then glanced below her, towards the battle, and winced when she saw the new, twisted, mutant army slam into her forces like a freight train; the students were slowly being pushed back, little by little. As soon as they either managed to kill a creature or knock it out, another would take its place. She watched as Twyla managed to save Cleo from a rouge Aerophibian, sucking into the shadows with her and then spitting it back out, the creature looking visibly drained of life, though Jane noticed a slight movement in its chest.

What really surprised her however, was the fact that Nefera was doing everything in her power to protect her younger sister. When Cleo was distracted, busy holding back a mutant Vulpimancer with bladed staff of her design (Jinaifre had still made it), Nefera was there, covering her back when a altered Lepidopterran swooped down from the ceiling; the older De Nile sister could cut to ribbons with her silver and gold colored swords, Nile blue cobras curved around the handles. Jane had to smile at the sight; Ben really had changed her for the better.

But now was not the time to marvel at the battle below. Keeping her head clear, Jane led Venus and Draculaura across another section of catwalk, stalking off into the warehouse's second level after a few minutes. The second floor was only accessible by the catwalk, leading to a small storage area that was filled with tarp covered crates and boxes. Rusted cages with dried blood on them dotted the seemingly normal area, and Venus had to more than once wrap Draculaura's head up in vines to avoid her from fainting at the sight. As if things couldn't get any worse, there was a foul stench in the air that made breathing seem like torture. The atmosphere was thick with the stench, making it near impossible to breath. Draculaura and Jane gagged at the smell, but Venus seemed to be unaffected by it for the most part. The girls slunk through a narrow pathway amongst the storage units, keeping their eyes peeled for surprise attacks. When they turned left and rounded the corner, what the saw made all their stomachs drop to the floor.

A small cage, big enough for a person to lie down in, sat on the floor, a thick padlock over the door. The horrible smell was now overpowering, forcing Jane and Draculaura to hike up their shirts and use them as make-shift oxygen masks; even Venus was starting to be affected by the odor. Looking inside of the cage, they all quickly lost their appetites, Draculaura running a short distance away and vomiting up her stomach contents. She stayed where she was, still vomiting, as Jane reached for the door with a shaky hand. She gulped and tapped a button on her body armor, becoming visible again and reaching into her hair, pulling out a hair pin and jamming it into the lock. After a few heated seconds, the lock fell off into Jane's open hand. She set the lock on the floor and slowly opened the cage door, her heart in her throat as she tried to tear her eyes away from the scene.

Frankie was lying on the floor, seemingly unconscious. Her clothes were barely holding together, a huge section torn free from her midriff and exposing her bruised stomach. Large, bloody cuts were visible on her arms and legs, the stitching on her right ankle and head nearly undone. Her black and white streaked hair was matted with sweat and tinted crimson red with blood. Fresh wounds of an indistinguishable attacker dotted her body as Jane slowly reached into the cage and carefully dragged her out, wincing when Frankie's left arm twisted at an unnatural angle or when her breathing nearly stopped. Jane cradled her head in her hands as Venus bit her lip and studied the wounds; Draculaura had returned, shaken up, before dashing off again and puking her guts out for a third time.

"We need to get her out of here," Venus hissed quietly. "You take her shoulders, I'll grab her legs." They both did as she had instructed and carefully lifted Frankie's limp form between the two of them, Venus being careful to avoid pulling on Frankie's loose leg. After tracking down Draculaura and making her lead the way so she wouldn't have to look at Frankie's body, the trio made their way back out of the storage unit and back onto the labyrinth of catwalks. They halfway out from one of the catwalks when a dull boom came from behind them. All three of the girls turned to see Crujo standing there, rage in his eyes even if he kept himself cool and collective.

"Stealing my prize, little whelps? That's a bad idea, you know." the Loboan snarled before charging at them on all fours. Jane yelled something incoherent and thrust Frankie's upper half onto Venus's back; it now looked like the plant monster was giving Frankie a piggy back ride.

"Go! I'll hold him off!" Jane screamed as Draculaura and Venus made their escape. Jane quickly pulled out her dagger and suddenly dropped to the floor underneath Crüjo, stabbing her blade into his black shirt and wincing when he yelped. Jane then popped back up from the floor, her dagger now bloody; she winced at the sight. With a savage snarl, Crüjo leaped forward again, swiping at her with her claws and succeeding in drawing three red lines across her face. Terrified, Jane whipped out her staff just in time to block in attack from Crüjo's jaws. The Loboan roared and swiped at her with his claws, cutting clean through one of the ropes supporting their section of the catwalk.

The platform suddenly sagged to the left under their weight. Jane quickly leaped to the opposite railing, dodging another swipe of Crüjo's claws. The Lobaon gave an enraged howl and leaped at her, Jane dropping down to the catwalk to dodge the attack and crawling away as fast as she could. Crüjo growled and swiped his claws through another rope, causing one end of the platform to dip downwards. Jane yelped and grabbed the railing of the catwalk before she could fall, her staff falling into the battle below and succeeding in hitting a mutant Tetramand over the head; he dropped to the ground like a sack of potatoes.

Jane quickly pulled herself up the railing, moving out of the way just Crüjo landed on the spot where she was moments ago. Breathing heavily, Jane to another section of catwalk, just beyond the crumbling section. Heart in her throat, she pulled out her dagger again and quickly cut a third rope, the platform plunging downwards a foot before being yanked to a stop by the final rope holding it in place. Crüjo dug his claws into the catwalk, hanging on by a single paw as Jane moved her blade over to the final rope.

"I swear, I will get you if it's the last thing I doooooo-oooooooooooo!" Crüjo howled as Jane sliced through the final rope and watched him tumble down to the warehouse below, taking out a Lepidopterran and a pair of Vaxasaurians when he landed. Jane was breathing heavily now as she pocketed her dagger and ran back along the catwalk, following the sickening smell of Frankie's filthy body. She turned a corner and paused when she saw Venus sitting on the platform, her head to Frankie's chest as Draculaura sobbed uncontrollably. "What's wrong?" Jane asked nervously.

With a grim expression, Venus took her head away from Frankie and spoke. "Her Spark, her life force. It's gone. They must have drained her before we got here." she managed to say with a raspy voice, her eyes brimming with tears. Jane found she couldn't breath, suddenly swamped with guilt and dread; if she had been smarter, had seen Crüjo's attack coming, could she had possibly saved Frankie, gotten her to her father or a doctor just before she kicked the bucket. Jane found she couldn't help but blame herself for this.

She felt a touch to her shoulder and saw Venus standing there. "She's not totally gone. She's still got some time left before it's too late," she explained. "Last time this happened, we just shot a couple million volts of electricity through her and brought her back."

"B-but we need someone who h-has memories of Frankie for it to work," Draculaura sniffed. "W-we used all of ours up during the last time."

Venus actually smiled. "Not everyone," she said. "Jane. Get Ben."


Ben could not begin to describe the horror, the rage, the utter despair he felt when he was forced to watch one of his arch-nemesises heartlessly cut through his girlfriend, ending her life without a single care in the world. He felt something inside him snap, and he felt himself loose control over to the primal beast that lurked within him, biding its time for the perfect chance to strike. Barely even knowing what he was doing, Ben jerked his head back, slamming it into the Tetramand's face and causing his captor to drop him to the floor. Without thinking, he activated the Omnitrix and selected a random alien and slamming the activation button, not caring which alien he got.

He felt himself become powerful as the alien blood coursed its way through his veins, the watch forcing his very DNA to shift and mold and change into something it shouldn't have been. The changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plus formed on their ends. His chest and torso turned a dark shade of green as the Omnitrix and Skurd appeared on his chest and a sharp, tingling feeling could be felt in his fingers.

With an enraged yell, Feedback shot a burst of energy back at the mutant Tetramand, turning up the power so that he practically vaporized the poor creature, killing it. The Conductoid then turned his attention of Zs'Skayr, who gulped nervously as Feedback formed a large ball of crackling electricity between his fingers.

"Such a shocking turn of events, eh Ghostfreak?" he snarled before he unleashed the attack on the Ectonurite, lighting him up like a Christmas tree during a power surge. Zs'Skayr howled in agony as the electricity coursed its way through his body, the metal blade of his scythe only amplifying the power. And then it was over. Groaning, Zs'Skayr dropped to the ground, unconscious, his weapon clattering to the floor.

"And stay down." Feedback growled when a sharp whistle met his ears. He turned his head upwards to see Jane gesturing for him to come up to her. The Conductoid nodded and stretched his antennae as far as they would go, thankfully hooking them around the railing of the catwalk and hauling his full body weight upwards until he could loop his hands around the railing and pull himself up the rest of the way.

"What? What's wrong?" Feedback asked frantically. Jane bit her lip and silently gestured for him to follow her. With a confused and dreaded look in his eye, he followed her around the corner to where Venus and Draculaura were waiting over Frankie's body. Feedback immediately went frantic with worry, asking them a million questions over the roar of the battle below.

"What happened? Is she okay? Why is she not moving?"

Jane bit down on her lip even harder and smacked him upside the head. "Thanks. I needed that," Feedback grinned sheepishly. "But seriously, what happened?"

Venus sighed and rubbed her aching temples. "She was like this when we found her, barely alive. I guess on the way out, she just gave up; in a word, she's dead." Venus sighed, wincing at Feedback's crushed look. The Conductoid felt as if his heart had been mercilessly ripped out from his chest and stomped on, ground into a fine powder, and burned in a volcano before being blown away by the wind.

"There is a way to bring her back though," Venus interjected quickly, fearing that Ben would suddenly loose all will to live at any second. She quickly explained the past events to him, mentally sighing with relief when the Conductoid's face twisted from misery to stoicism. "Well then. Lets crank up the power," Feedback quipped, pushing past Venus and grabbing Frankie's limp form in his hands and slinging her over his shoulder. He walked along the catwalk, the girls trailing behind him, until he came to a ladder that was bolted into the wall that led up to the roof. The group quickly scaled the ladder and pushed open the trapdoor that led to the roof, crawling across the top until they were near the other end, where a long metal rod about three times as tall as Feedback stood bolted to the warehouse.

The Conductoid gently lay Frankie down on the rooftop and glanced up into the sky, sighing with relief when he saw the dark storm clouds already forming; the air was dry and heavy as the clouds rumbled overhead, the air too parched to bring rain. Feedback tapped the Omnitrix symbol on his chest, using it like a walkie talkie.

"Lagoona? Come in Lagoona!" said Feedback, waiting for a response. After a few minutes, he got one.

"Lagoona here. What'd ya need, mate?" the sea monster's voice came from the other end, joined by the occasional roar and scream of fury.

"I need you to blast some water into the storm passing overhead," Feedback ordered. "Frankie needs a reboot."

"Voltage," Lagoona cursed. "Did it happen again?"

"Unfortunately, we couldn't save her in time." Feedback sighed.

"I hear ya loud and clear, mate. Over and out!" Lagoona sighed off, the connection ending with a sickening slicing sound and the scream of an unfortunate mutant dying. Draculaura moaned and held her stomach, dropping to her knees as her imagination got the best of her and started to fill in the blank spots in her mind after hearing the horrid sound.


Lagoona grunted and raised her hand, focusing her mind and smirking when a jet of super heated water erupted out of her special gauntlets, smacking the mutant Vulpimancer in the face and throwing it against a gnarled tree with a sickening thwack!; the mutant stayed down. Lagoona smiled as she quickly jogged back to the river and dove in, barely avoiding the attack of an altered Lepidopterran as she sank beneath the surface and felt water rushing into her tanks.

Based off of Water Hazard's suit and abilities, Ghoulia had fashioned a set of pressurized gauntlets that were hooked to a large, yet nearly weightless, tank of water strapped to their back. The tank would be filled with water and then pressurized, fired out of the gauntlets palms at super hot or cold temperatures, depending on what the wearer wanted. Gil also sported a similar weapon, though his allowed him to drain water from his helmet if necessary. Her tank full, Lagoona swam back to the shore and climbed up the bank, blasting a jet of freezing water at a small group of Lepidopterrans and soaking their wings, making them flightless; they were quickly decapitated from a blast of Iris's eye.

The Cyclops brandished another one of Ghoulia's inventions, though Ben had a hand in it too. Designed to mimic Eye Guy's eye blasts, the single sunglass-like item could be worn around the head and over the eye, allowing a total of three options for the wearer to choose from; ice, laser, or fire. The weapon would respond to whatever setting its wearer chose and tap into the chemicals created by the brain when the wearer felt an adrenaline rush, morphing them into the desired option and then firing it out of the lens. Though she was normally more of a background person, Lagoona could not deny that Iris was having the time of her life, blasting Arachnichimps, Lepidopterrans, and even an unlucky Vaxasaurian with glee.

Lagoona gave another blast at an advancing Aerophibian, freezing its membranes to the point where they cracked and fell apart like delicate glass; the mutant was quickly taken down by a swift punch to the face by Sirena as she phased up from the ground and smacked an attacking Arachnichimp with her tail in a fluid motion. Now free, the sea monster aimed her gauntlets towards the sky, firing off twin jets of freezing water into the atmosphere and draining her tank to the bottom.

Nothing seemed to happen, but Lagoona wasn't about to start doubting Ben anytime soon. After what seemed an eternity of waiting and making a mad dash back to the safety of the river, the air began to become hotter as thunder rolled across the black clouds above, playing a thumping drum beat as lightning flashed in the distance, ever approaching as the storm's song played on.


"C'mon, c'mon," Feedback silently chanted to himself as the lightning strikes got closer and closer. The warehouse they stood on was in the middle of a large clearing next to a large stream that wrapped around its backside; if lightning was going to strike anywhere, it was going to strike the lightning rod bolted to the side of the building. The Conductoid quickly attached his tail and antennae to the rod for maximum power as the lightning got closer and closer, sizzling the air as it danced across the sky to its thunderous beat.

The Conductoid's senses suddenly went haywire, signaling a rapidly approaching amount of electricity that was off the scales. "Get back!" he yelled to the ghouls as he plugged in his fingers to Frankie's bolts. The ghouls backed up a distance just as a massive charge of lightning shot down from the sky and struck the metal rod, the electricity channeling its way through Feedback's body like a conductor of sorts and into Frankie! Feedback gritted his teeth as he forced himself to remember all the times he had been with Frankie; it didn't matter how much electricity was used (though it did help), for one had to use the loving memories they had gathered with their loved one in order to restore them.

Memories started to pour from Feedback's head into the massive amount of energy cursing through his body; when he had first met her and had been invited in for breakfast; the look on her face when Frankenstrike had returned to Monster High; the single moment between him and her at the Halloween Dance when nothing but them had existed as they danced across the floor to the music. All of this went into Frankie as Feedback cried out in pain, the lightning strike finally ending and the last of the electricity ebbing into Frankie's body. The alien was breathing heavily now, never having channeled that much energy into one blast; even the time he defeated Malware seemed small compared to this. He pushed the pain aside and knelt down to Frankie and put an ear to her chest, nearly passing out with relief when he heard her heart beat slightly.

"She's alive," he breathed with relief. The ghouls cheered as Feedback picked Frankie up in his arms and carried her bridal style.

"Gather the others," he instructed. "It's time to blow this pop stand." The ghouls nodded and ran back across the roof, exiting via the ladder and back into the warehouse, the sounds of battle calling up briefly when the trapdoor opened. Feedback sighed and looked down at Frankie, nearly dropping her when he saw her eyes twitched slowly flutter open.

"Ben?" she moaned in barely a whisper.

"Frankie! Oh, thank goodness you're back!" the Conductoid cried happily. Frankie smiled weakly before succumbing to exhaustion. Feedback let her sleep as he carried her across the rooftop to go down the ladder. If they could just get everyone out safely, everything would be alright.

Unfortunately, the universe had other ideas.

"This is the New Salem Police Department!" a loud voice through a megaphone yelled from below. "Come out with your hands, paws, claws, tentacles, and vise versa up!" Feedback looked down to see more than two dozen police cars parked haphazardly in the warehouse's barren parking lot, a couple SWAT team trucks lining the back with almost a hundred police officers between them all. Feedback cursed under his breath and jumped down from the roof, landing in front of the cars and freezing when he heard almost a dozen guns click, the officers training their weapons on him and Frankie.

"What seems to be the problem officers?" Feedback asked in as calm as a voice as possible.

"Tennyson," the chief holding the megaphone frowned. "I thought we'd find you here, especially after you and your punk friends beat up one of my deputies."

"What'd you expect? Guy was a being a jerk," Feedback frowned.

"Enough with the jokes, kid. Let the New Salem Police Department handle this, and you just might escape with nothing more than a trespassing ticket." the chief smiled with his brow furrowing. After that sentence escaped his lips, many of his officers glanced nervously between him and Feedback, knowing that he was treading on ice so thin, it might as well have been cold paper.

"Excuse me? Are you telling me how to do my job?" Feedback growled, raising his antennae above his head and letting the electricity build up on its ends. "How many times have you ever fought Zs'Skayr? How many times have you fought Vilgax? How many times have you saved the universe?" he snapped, listing off his many accomplishments.

"That's all very good and all, but I'm afraid you have no jurisdiction here, Mr. Tennyson." the chief said through his megaphone.

"And that's another thing," Feedback frowned as he shifted Frankie over to one arm and holding his hand, sparks dancing among his finger tips. "I don't think I mentioned my latest feat: kicking your sorry asses." he hissed before letting his control over the electricity building inside his body go. The blast of electricity caught several officers off guards, frying them before they fell to the ground unconscious. The electricity did its work, blasting through several squad cars and blasting them to bits in fiery explosions that took out more officers. When the attack was done and over, Feedback punched the Omnitrix symbol on his chest, relishing in the feared expressions on the officer's faces as he was briefly changed back into his human self and was injected with alien DNA.

His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"You don't seem to understand the gravity of the situation, moron." the Galilean quipped before shifting Frankie to his shoulder. He then raised his hands and watched as glowing green disks of pure energy appeared at his fingertips, concentrating his mind on what he wanted it to do. Officers yelled in surprise when they suddenly found themselves and squad cars levitating above the ground. With a jerk of his hand, the cars and officers moved left. Another jerk and they moved right, their gravity bending to his will, obeying its master.

"I demand that you put us down!" the chief with the megaphone demanded.

"If you insist." Gravattack smiled. He turned off one of his hands from the gravity, causing everything within his grasp to drop slightly as he lowered Frankie to the ground. He then returned his hand back to its original position and swung both of his arms around his head, eventually wrapping them around his chest as he pulled his legs up and formed into a perfect sphere floating above the ground. With the gravity increased, the officers and cars suddenly began to spin around Gravattack's orbit, officers crashing into each other and getting hit with their own weapons as the Galilean mercilessly swung them around and around, building up speed. Once they were at maximum velocity, Gravattack released his hold on them, swinging off towards the horizon just as the Omnitrix timed out.

"I'll get you Tennyson! I'll get you!" the chief cried out as he flew away.

Ben rolled his eyes and went to pick Frankie's body up in his arms, jogging around the side of the warehouse towards the river front and meeting the team there, just as Gigi and Whisp finished turning a pack of Vulpimancers into a flock of harmless sparrows. "Everyone okay?" Ben asked. One by one, the team called up, signaling they were all there and safe.

"What now?" Gil asked.

"We regroup and make our exit," Ben said gravely. "And we never leave a man behind; Gil, take Frankie. I've got some business to attend to." Ben added, handing over Frankie to Gil before he stalked back towards the warehouse.

"What was that about?" Gil asked his girlfriend as he slung Frankie over his shoulder.

Lagoona shrugged. "No idea, mate."


The battle seemed lost; the Monster High students were slowly being pushed back by Zs'Skayr's forces, most of them bloodied and carrying at least several wounds. Manny was a seemingly unstoppable force, only being taken down by a pair of Vaxasaurians after he managed to destroy several swarms of Aerophibians and Lepidopterrans. Twyla continued her snipping, snagging unfortunate mutants into the shadows where she would nearly drain them of their life force before spitting them back; despite being the daughter of the Booegy Man, Twyla had no intention of turning into a killer.

Clawdeen howled in agony as an Archnichimp's sabered teeth sunk into her leg. The alien primate was now more muscular then before and had saber teeth hanging from its jaws like a pair of daggers. Spikes popped out at random places on its many arms and back, patches of fur missing and exposing sickly looking black skin. The tail still released web fluid, but it was now tipped with sharp spikes that most likely contained a poison of some kind. With a savage growl, Clawdeen tore the mutant away from her ignoring the pain that shot through her leg as the saber teeth ripped through it with ease.

Skelita jerked her head to the side, just barely dodging the massive Tetramand fist that sailed by her harmlessly. Faster than the mutant could react, she jabbed her bladed staff into its armpit and severed the limb with a twist of her weapon. The mutant howled and stumbled back, just before being bashed on the head by Skelita. With a yell, she tossed her weapon to Clawd, who caught with his hand and jammed it into the gut of a Vaxasaurian, stunning the giant lizard just as it suddenly burst into flame and perished, the stench of charred flesh filling the air; Clawd turned to see Hoodude dancing around wildly as Heath attempted to put out the flames that littered his jacket.

Slow Mo tore through Zs'Skayr's forces with ease, thanks to the special exo-suit designed by his ghoulfriend; it was designed to mimic Four Arms massive strength and jumping capabilities, the mechanical legs loaded with springs and the four massive arms that followed the zombie's every movement attached firmly to his impenetrable armor. It was only when a Vaxasaurian tore off the arms on his right side did he falter, the exo-suit malfunctioning like crazy. And it would have ended there had a gray and black blur suddenly blew by him, yanking him free of the weapon just as the alien's fists came crashing down and crushed the suit to bits.

Ghoulia was having the time of her life, watching as her many inventions based off of Ben's aliens do their work. She herself was wearing a special suit that made her far faster than she had been. Modeled after XLR8, the suit had wheels attached to the bottoms of its boots and was so smooth and aerodynamic that it seemed to slice through the air like a giant knife. A tail-like structure painted with red, white, and black stripes (for Ghoulia was also fashionable) hung out from the back of the suit, providing balance and a quick turning mechanism when necessary. Ghoulia deposited her boyfriend near the entrance of the warehouse before dashing off to rescue more students and start to herd the army together for a retreat as Ben had ordered.

As if on cue, Ben appeared in the doorway, a look of determination on his face as he accessed the Omnitrix and slapped the activation button, letting the watch work its magic. His skin became cold to the touch, the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

"Clockwork!" the Chronosapein roared before charging into the fray, blasting an Aerophibian in the face and aging it to dust with a time ray. He barreled into a pack of twisted Vulpimancers, sending them crashing into a stack of crates as he rushed through the battle towards the location he seek. After what seemed like hours of walking and fighting and never getting anywhere, Clockwork raised his hands and commanded the windup key-like protrusion on his head to spin backwards, a green wave washing over everything and slowing it down. To anyone watching, Clockwork would have been moving at high speed, easily by stepping attacks from Tetramands and Arachnichimps as he finally made his way over to the spot he was looking for.

Clockwork then released his hold on the time stream, everything returning to its normal pace, as he bent over and gently picked up the two halves of Robecca in his hands, holding them close to his chest as he turned to leave. A low, chuckle came from his right, and he turned too late to see Zs'Skayr at the control for the weapon as the roof began to slide open.

"You may have made things difficult for me, Tennyson," the Ectonurite chuckled darkly. "But even you can't stop me now!" he cried as the weapon whined and fired up.

"Noooo!" Clockwork cried out just as the weapon fired, a blast of purplish energy firing from the pointed end into the atmosphere. The world suddenly seemed to hold still as everything shook and rumbled a loud roar filling the air as perfect circle in the clouds was blasted away to reveal endless black. A fiery red ringed the open vortex as a high wind picked up, everyone trying to hold onto something as thing started to get sucked into the abyss; boxes, laves, trees, branches, unlucky mutants, all was sucked into the vortex as Zs'Skayr cackled. Clockwork quickly raised a hand and blasted the weapon with a time ray, watching it rust slightly and age. Zs'Skayr merely cackled even louder at the futile attack.

That was when Clockwork saw something move in the black abyss.

It was very small, but Clockwork could confirm that it wasn't debris that got sucked into the blackness; something seemed to be come out of it, pushing against the howling winds with all its might as the sky started to blacken, the horizon turn a darkish violet. The figure was black and gray in color had a rotund body with thick arms and legs attached to it. Round spikes that looked like pistons sprouted haphazardly from its back, and it had a glowing red grill for a mouth. Clockwork quickly gasped when the recognized the figure.

"Maltruant!"

The rogue Chronosapien ignored or either didn't hear him as he finally pried himself loose of the Back of Beyond, popping back into reality just as the swirling black vortex closed with a thunderous BANG! that seemed to shake the entire world. The evil Chronosapein dropped down to the roof and breathed heavily before looking around a bit, his eyes eventually settling on his good counterpart.

"Tennyson." he growled in a thick German accent. Clockwork barely reacted int time as Maltruant fired a red time beam from his chest aimed directly at Clockwork, the Chronosapein only managing to fire his own green time beam in time to keep the ray from hitting him. Clockwork felt his mind racing, contemplating all the possibilities of what would happen should this carry out any longer; unfortunately, he didn't have time to finish considering his options. The energy building up betweent he two was staggering and looked like would explode any second now.

"Everyone, get behind me!" Clockwork roared as a loud whining filled the air. He was quickly joined by Spectra, who's right arm hung limply at her side, and Gil, still carrying Frankie over his shoulder. Jinafire, Abbey, and Heath arrived miliseconds after that, Jane, Venus, and Draculaura dropping down from the ceiling to land next to him.

"Come on!" Nefera cried, grabbing hold of Cleo and Hoodude's wrists and pulling them towards Clockwork as the energy build up got worse, her hair flying wildly around her head as the wind picked up once more. They just barely made it to Clockwork when a wild Lepidopterran came out of nowhere, blown helter skelter by the hurricane forces, and smacked right in Cleo, yanking her free of her sister's grip.

"Cleo!" Nefera cried out as her sister was blown away.

"Clawd!" Draculaura screamed feebly.

"Lagoona!" yelled Gil when he caught sight of his girlfriend stumbling towards them.

"AAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHH!" Clockwork roared in agony as the energy build up finally gave in, exploding in a massive red and green ball; the Chronosapein barely had time to construct a shimmering, green time shield of sorts as the blast washed over them, seemingly wiping out everything within a hundred mile radius as the screams of mutants and students echoed through the air. But what Clockwork heard out of everything, the one thing he singled out over the roar of the explosion that seemed to rock the very universe, was Zs'Skayr's dark, soulless, laugh.

And then everything was engulfed in a bright light.


Clockwork slowly cracked open his eyes, afraid that if he opened them all they way they would be incinerated. He finally got the courage to open them fully, and found himself looking upon a desolate looking landscape with Robecca's remains still clutched tightly in his hands. He glanced behind him to see the few friends that had managed to get to him in the time. The others . . . .

The Chronosapein shook his head; he would have to figure that out later. Right now, he had to figure out where in the name of Ra they were. "Everyone okay?" he asked, just as the Omnitrix timed out and returned him to his human form, causing him to unexpectedly drop the two halves of Robecca to the ground.

"We're fine, Ben," Venus coughed. "As for the rest of the world . . . ." she trailed off when her eyes caught sight of their surroundings. The landscape was a wasteland, devoid of most forms of life. Large rock piles dotted the purple colored land, gnarled, old trees that seemed to be barely clinging to life being barely visible in the distance. The sky was an unnatural gray, dark clouds blocking out any form of sunlight and thus pitching the world into near blackness; what looked like snow started to fall from the sky, quickly piling up wherever it felt undisturbed.

Jinafire found some twigs and lit them with her hot breath, handing one to each monster present. She kept the last one for herself, deciding not to give Ben one as he stared at the landscape with pursed lips. She walked up to him and put a hand on his shoulder and looked at him with concern, her tail swishing frantically behind her and kicking up flecks of the strange snow.

"Ben? Do you know where we have landed?" she asked quietly.

After a while, Ben slowly nodded. "December 24th, 2054; Planet Earth."

Jinafire blinked. "So you're saying-

"Yes. We've been hurled fifty years into the future. A future ruled by Zs'Skayr," Ben sighed as he sat down to gaze at the hopeless landscape and not caring if he got his pants wet. Jianfire sat down next to him on her knees as the rest of the gang joined them to look upon the bleak world.

"Merry Christmas," Ben frowned.

Dark ending! And how's that for an unexpected twist in things? Hah!

I was originally going to post this closer to Christmas, but I thought I might as well post it now. Down want to keep you guys waiting! On a sad note, there will be no more updates for the month of December; the next chapter will however, be posted on New Years, before the clock strikes 12 (as my computer always goes out before nine. Curse you parental locks!).

Now then, I know this might be asking a lot, but I would really appreciate it if those who have Devianart accounts or are an awesome artists create pieces of work for this story or just because. I probably sound pathetic, but I am not the worlds best artist.

That aside, comment, review, suggest, request, and etc. below or PM me!

Now if you'll all excuse me, I have a driving test that I have to attend that I will probably fail at.

Feliz Navidad!