Howdy, y'all! I'm back with another chapter for you to read!

Now, since a few readers have been complaining that the latest Arc (roughly the last fourteen chapters for so) have been taking so long, I've decided to speed things up a little bit. No, there will not be some huge flash forward or anything to confuse you, but I just want to say that this part of the Arc will end shortly. Maybe this chapter, maybe now.

Either way, thanks to all that submitted their Nemetrix predators! The contest ISN'T over just yet, but it will be ending soon, so send in your contributions, no matter how horrible you think they might be.

Now then, I would like to dedicate this chapter to DJ Rodriguez. Initially, I supposed to dedicate this chapter to them and not the last one, but they deserved it either way. So if you're reading this DJ, this ones for you!

I would also like to dedicate this chapter to someone else. He's probably never been on this site or ever heard of it, but I love his work (though if I thank him, it'll probably ruin the surprise in this chapter). But I'll do it anyways! This chapter goes out to the one and only Robin Williams. You may know him as a famous comedian, but most people recognize him for his part in one of Disney's greatest films. Sadly, this amazing man has passed away, leaving the world a little less more humorous than it was. So, if you're somehow reading this Robin, this one's for you.

Another matter to discuss is the poll. Thank you to all who voted about the number of lemons in this story. To be honest, there was a large amount of you who wanted Ben and the ghouls to go much further than what I've been showing. Now to be fair to all, I will be keeping things about as they are for a while, but I promise to post an all lemon chapter sometime. For those of you who don't like that kind of thing, do not worry; I will post a following chapter after the lemon one for you to skip to should you want to.

Piggybacking onto the previous statement, thank you to all that voted on the poll. A new one will be posted up after this chapter is posted, so don't forget to vote! Because, wait for it, this one involves the next story! I would like to thank RedShade999 for giving me the inspiration for this thought among others. Go to my profile and give a looksee ;)

As always, comment, review, suggest, and request down below!

Onward!

"What's in this thing anyway?" Ben sighed, slumping down in the chair before pulling out the lamp that had been given to him by Hades. The bronze lamp was cool to the touch as Ben set it down on the desk, examining it with a curious eye as Avea peered over his shoulder. "I think there's something written on the side," she noted. "Can't quite make it out though." she mumbled.

"Hmm," Ben hummed, picking up the lamp in his hands and squinting his eyes to try and see what was on the side of the lamp before swiping his hand across the cool surface in an attempt to clean it. Suddenly, the lamp began to glow softly before rumbling and shaking violently, the entire room turning pitch black as the lamp suddenly began to bounce up and down in his hands, forcing Ben to drop it onto the floor as both he and Avea scooted away from the trembling lamp. A dark blue smoke poured out of the open end of the lamp, filling the room and raising towards the ceiling as a loud, powerful seemed to be screaming in agony.

"AAAAAAAAAHHHHHHHHHHHHHHHHHH!" a loud voice cried. Ben cracked open his eye, not even realizing he had closed them out of slight fear. Above him, dwarfing him and Avea combined was a large figure with light blue skin. He was vaguely human-looking in appearance with a small beard and curled goatee, along with pointed ears with a golden earring in his left ear. A turban sat on the figure's head and he wore a lose, black vest around his chest. But what Ben noticed most of all about the strange figure was that he radiated power. He could literally feel the unimaginable the unmatched power diverging off of the mighty being. So it came to Ben's surprise when the almighty person called cried out in agony.

"OY! Ten thousand years will give you such a crick in the neck!" the figure exclaimed loudly, bending down as if to complain to Ben. "Give me a second!"

Ben raised an eyebrow and turned to Avea, who was also just as confused as Ben was, as the strange figure literally tore his head clean off of his rotund shoulders and twisted it around in a circle above his empty shoulders before planting his head back down without difficulty. "WOW, does it feel good to be outta there!" the figure exclaimed happily; it was then that Ben noticed that the figure had no legs whatsoever, instead having a wispy tail that flickered about as the figure moved. "I'm telling ya, nice to be back, ladies and gentlemen. Hi, where ya from? What's your name?" the strange creature asked Ben, grabbing hold of his own and somehow magically turning into a microphone that he held up for ben to speak into.

Ben blinked, but decided to go alone with the strange person's game. "Uh, Ben? Ben Tennyson?"

"Ben Tennyson!" the figured announced, waving his hand and ordering for a neon sign of Ben's name to appear in a cloud of blue smoke. "Hello, Ben, nice to have ya on the show! Can we call you Benny, or maybe just Tennyson? Or how about Benjamin Franklin!?" the figure laughed comically, whirling around in a cloud of blue smoke before somehow magically turning into a blue version of the famous historical figure, complete with kite and key. Ben gave the clearly magical figure an odd look, especially when the kite was somehow suddenly struck by lightning, electrocuting the strange person and turning him back into his normal appearance with a loud poof!

"Say, you're a lot smaller than the last guy I saw. Either that, or I'm getting bigger," the strange person muttered to himself picking up his gut as it jiggled like a giant mound of jello. "Look at me from the side, do I look different to you?' he asked Ben.

"Okay, uh, who are you?" Ben asked, utterly lost and confused.

The strange figure acted horrified. "What!? You've never heard of me? What have you been doing, living under a rock!?" he laughed, snapping his fingers; a large boulder appeared over his head and came crashing down on him, literally flattening him into a pancake. "I imagine that it hurts!" the figure laughed weakly, groaning before grabbing his head and pulling himself back onto his feet, somehow becoming three dimensional again.

"Uh, no. No I have not," Ben sighed wearily. "In case you haven't noticed, I'm not from around here."

"You don't say? Well, we can fix that!" the magical being laughed, snapping his fingers. A poof of smoke filled the room, and they were all suddenly surrounded by hundreds upon millions of maps and charts. "Now then, did you come from the north from the south and then take a five mile detour at Zimbabwe when you should have gone right at Turkey and then taken that left at Albuquerque?" the person asked, scouring over a dozen maps while we was speaking, still leaving Ben and Avea confused. Ben was about to interrupt when the door to the room suddenly banged open and the Grant sisters swooped through, their hands crackling and sparking with raw power and magic.

"Ben, what happened?" Whisp asked, glancing back and forth for any danger before noticing the newest person in the room. "And on that note, who's this?"

"You tell me," Ben grumbled. "All he's been doing is playing magic tricks for us for the past fifteen minutes."

"Magic tricks you say?" the magical figure laughed once more, snapping his fingers. Avea suddenly vanished in a puff of smoke and reappeared inside of a wooden box. The figure then reappeared dressed as a professional magician, a magic wand between his fingers. "Watch as I saw the the lovely lady in half!" he announced, the magic wand suddenly shifted into a loud and gigantic chainsaw. Avea yelped and jolted, her large wings bursting out through the box as she instinctively grabbed her swords and suddenly sliced off the magical beings head.

"Oh, dear, I seem to have lost my head!" he announced comically, picking up his head and planting it back on his shoulders without difficulty.

"Dad?" Gigi cried happily, the magic dissipating from her fingers as she flew over to the magical being, practically tackling him in a hug.

"Gigi! Oh, I haven't see ya in a millennium!" Gigi's father gushed, giving his daughter the father of all noogies. "Or was it two millennium? I can never keep a calendar!" he sighed mockingly.

"Oh, Dad, knock it off." Gigi smiled playfully, snapping her fingers. A golf club suddenly materialized out of thin air in her grasp; the genie suddenly swung the golf club and felt it connect with her father's head, knocking his head clean off of his body once more.

"I swear, she's knocked my block off!" Gigi's father cried with mocking anger, shape-shifting himself into the form of a little girl with black, curly hair, a blue dress and a furious attitude before picking up his head again and placing it on his body.

"Gigi, this is your dad?" Ben wondered, Avea taking cover behind him; as brave as she was, she was not in the mood to fall asleep and wake up in one of Gigi's father's crazy magic tricks again.

"That's right, he can be taught!" Gigi's father announced, snapping his fingers and ordering a diploma and mortar hat. Gigi laughed and snapped her fingers, the hat and certificate disappearing in a flash of pink colored smoke. Gig's father chuckled and grabbed his daughter in another hug before noticing that there was someone else in the room with him other than those he had previously met.

"And who might this ghoul be?" he asked with mock anger, flashing down to Whisp and appearing dressed as a CIA agent, jamming a metal detector at Whisp's person.

"I'm Whisp, Gigi's sister," Whisp snapped rather angrily. "And what might you be?"

"Mostly comedy relief," Gigi's father chuckled. "And do you got cotton in you ears? I'm Gigi and, apparently, your father!" he announced, reaching into Whisp's ear and pulling out an impossibly long chain of scarves tied together.

"Does he always do this?" Ben whispered to Gigi.

"Pretty much," she replied. "Being trapped in a lamp for a couple thousand years can make any genie go a little crazy."

"Why didn't you?"

"I had Whisp to keep me from going cuckoo," Gigi smiled. "Dad didn't have anyone to keep him company."

"Oh, I was all alone!" Gigi's father blubbered a loud. "And just for the record, you can call me Genie," he added to Ben. "I feel as if the writer of this story is getting tired of referring to me by such a long title."

"What writer?" Ben wondered, but Genie didn't seem to hear him. Instead, he asked Ben a question.

"So how did you manage to get my two daughters in one place? And for that matter how did I get a second daughter?" Genie asked, pulling out a sheet of paper from within his vest. "According to this birth certificate, which I finally managed to find, I only have one daughter! Unfortunately, the date of this sucker was rubbed out during that time in the Trojan War." he added quietly.

Gigi cleared her throat. "To cut it short, a previous finder wished Whisp into existence after finding out I was lonely. And through a series of even more twisted and frightful events, she became owner of my lamp after I was freed."

"You're free, too? What a coincidence, so am I!" Genie cried happily. "So, uh, what brings you here?"

"I have found a new finder," Gigi smiled, walking over to Ben and taking his hand in hers. "You've probably met Ben."

"How could I not?" Genie smiled playfully, wiggling an eyebrow. "Especially with my new son-in-law!" he cried happily, suddenly grabbing Ben in his grip and give a noogie that would have killed most people.

"Dad, that's not what I meant!" Gigi laughed, her cheeks flushing bright red. "Me and Ben are just good friends."

"Although we do have a relationship," Whisp smiled, taking Ben's other hand and pecking him on the cheek; Genie's jaw literally dropped all the way to floor.

"WOW. I finally find out I have a second daughter and she's already in a relationship. Now I've seen everything!" Genie cried, yanking the bottom of his beard and pulling his jaw back up like a drawn shade.

"Not quite," Whisp smiled mischievously. She took Ben's hand and brought it up for her new father to see, tapping the face of the Omnitrix and turning it on. She then cycled through the roster of aliens, Genie watching with curious eyes (and oddly enough a pair of opera glasses) as Gigi selected a random transformation and pressed down on the activation button.

"Get ready to see some real magic, old man," Skurd chuckled as the green light of the Omnitrix engulfed Ben and worked its magic on him, changing his appearance and DNA at the very core.

"It speaks!" Genie exclaimed with surprise before turning his gaze away from Skurd and back to Ben as the Omnitrix did its work. His skin suddenly exploded into patterns of the prime colors, red, blue, and yellow, racing and dancing over his body until it looked like a paint truck had exploded on him. He looked down at his feet to find them completely vanishing into box-shaped toes, rings of cubes and squares racing up his legs with the sound of a thousand clattering LEGO bricks. The rings ran up his body, becoming wider as they reached his chest and arms, his fingers melting together to form three digits on each hand. The blocks raced up his back and neck to envelope his face, making his face cubular and boxy as the Omnitrix and Skurd appeared on his chest, completing the transformation.

"Correction!" Genie announced. "Now I've seen everything! I've always wanted to see a human boy turn into a toy-inspired creature through the use of a fancy watch with a talking booger on it!"

"Really?" Bloxx cocked a blocky eyebrow as Skurd fumed.

"No!" Genie laughed, pulling an incredibly long sheet of paper out of his vest and making a pen materialize in his fingers. "But there's a first time for everything!"

Gigi smiled; she really was glad to finally see her father again after so many years of being alone and stuck in a lamp with only being let out every couple of centuries or so. And as much as she loved her father, she wasn't really happy to see him. At least, not now. Moments ago, she had finally managed to work up the courage to talk to Ben about her feelings for him, but that had quickly been shattered upon hearing the loud explosion coming from Twyla's room. And since her dad was there, as care free as he was, she didn't want to make such a big announcement in front of him; she would die from embarrassment!

"Ahh, come Gigi and Whisp! We have much to catch up on!" Genie laughed, dragging both of his daughter's to the door as the Omnitrix timed out and returned Ben back to his original shape. "Oh, and Ben?" Genie suddenly remembered, stretching his neck an impossible length behind his shoulder and back to Ben. "Mess with any of my daughters and . . ." he trailed off, drawing a thumb across his throat and slicing his head off once more before laughing merrily and leaving the room.

Ben blinked. "What is with that guy and keeping his head in one place?" he wondered.

"No idea,"Avea sighed wearily. "I believe we were about to announce something rather . . . important?" she trailed off, her expression becoming mournful once more. Ben sighed and sat back down in the desk chair, nervously biting his lip. Avea stood behind him, her cheeks still a light pink from their first kiss together as she rested a reassuring hand on her new lover's shoulder. "It's now or never, Ben. They'll find out eventually." she sighed sadly.

Ben nodded and turned to the Omnitrix on his wrist; Skurd gave him a thumbs up with his little pseudopod and bowed his head slightly. And was it Ben's imagination, but did the Omnitrix glow just a little brighter than it normally did? He shook his head and turned his attention back to the desk, reaching for the microphone that would allow his voice to be projected throughout the entire base, no matter where anyone might be. With a deep breath, Ben pressed the button on the intercom, giving it a few seconds to crackle to life before speaking.

"Uh, hey. Everyone," he began nervously, sweat dripping down his face as he gulped. "This is Ben Tennyson here with an . . . announcement," he sighed.

Time to spill the beans.


"Let me just start off by saying that we've all lost someone close to us," Ben's voice said sadly. Jinafire blinked as the words tumbled around in her mind, slowly setting the bo staff that had currently been in her hand down on the ground as she listened; Draculaura, Venus, and Heath all copied her movements and sat down on the floor, listening carefully to Ben's words.


"It happened to me once. It wasn't a person or pet," Ben said quietly. "It was Feedback. For those of you who don't know who he is, he's one of my transformations. Back when I was 10 and had just barely started to master its inner workings and aliens, I came across him. I never felt so much raw power in all my life when I turned into him, but it felt awesome. It felt amazing,"

Clawdeen rolled her eyes as she rested her head on the Mess Hall table, bored out of her skull listening to Ben's words. Toralei and Manny sat at the same table as her, pausing right in the middle of their meals to listen; Abbey, Hoodude, and both De Nile sisters sat at another table, listening much more carefully as Ben spoke.

"I dunno why I liked him so much, but I turned into Feedback every opportunity I got," Ben's voice came over the intercom, his voice low and solemn. "And then, he was killed."

This caught Clawdeen's attention. Ben's forms could be killed, removed from the Omnitrix without him perishing in the process? Now actually interested to an extent, the werewolf listened in. "It was just a normal day during my summer break with Grandpa Max and Gwen. I had just gotten back from draining car batteries and blasting them to bits with Feedback when I entered the Rust Bucket to find not only my Grandpa and Gwen sitting there, but also Azmuth. The creator of the Omnitrix."


"They told me that I used Feedback to much," Ben's voice told them. "They claimed that getting too attached one of my aliens wouldn't let me have control over my others."

Gil and Lagoona looked at each other, resting on the edge of the pool with curious expressions, though Gil's was a tad more guilty. Zs'Skayr's words, the entire memory, haunted him ever since he made the deal, it being nearly his every waking thought; he couldn't look at Lagoona the same way ever again without being reminded of it and feeling his blood boil.

"I got mad and left, only to be attacked by Malware," Ben sighed as Gigi and Whisp broke the surface of the pool, their attentions now caught by Ben's story; Genie surfaced a few minutes later in the form of a submarine, his head mounted on the end of the periscope as he spat out water from his mouth, curious as to what his future son-in-law might have to say.


"Gwen told me I should turn into Diamondhead, the only one of my aliens to ever defeat Malware in battle," Ben went on, the Stein family listening carefully as Ghoulia dressed Frankie's father's wounds. Sirena and Bonita, now back to their normal states, each sat on a separate hospital bed, listening curiously as Rivet scampered across the floor and up Bonita's bed to rest in her lap; Deuce leaned against a wall, tossing his dagger around in his grip absentmindedly as Ben spoke.

"I should have listened to her."

That made him stop in mid-toss, the weapon clattering loudly to the floor of the silent med bay.

"I ignored Gwen and turned into Feedback to prove her point wrong and my point right," Ben continued. "I was so stupid back then. Me and Malware fought, and before I knew it, he had managed to hack the Omnitrix itself, somehow managing to separate me and Feedback from each other."

"And then he destroyed him before my very eyes, disintegrating him into dust." Ben stopped; whether he was pausing to let his message sink in or because he couldn't speak, nobody was sure. But nobody dared yelled for him to get on with it.


"I was never the same after that," Ben finally spoke, Jane breathing a sigh of relief. The jungle moved around her, mostly oblivious to Ben's story, though some of the animals had stopped to listen; it touched Jane's heart. Robecca was stretched out on a tree branch overhead, listening to Ben's every word; Skelita and her mother were at the base of the tree, listening carefully as a pair of Tetraboons inspected their pearl white bones for insects.

"Sure, I destroyed Malware with my bare hands after he destroyed Feedback," Ben said. "Call it poetic justice if you want, but I didn't care. Feedback was gone forever and I would never be the same."

"A couple days passed. Maybe weeks. I never kept track since it didn't seem to matter anymore," Ben went on. "The summer ended, and we went home. "I didn't care at all anymore; nothing seemed the same without Feedback. Azmuth came to visit, but I ignored him.


Charmcaster cracked open her eye, pausing from her meditation was interrupted for the moment. Clawd blinked his own bleary eyes and sat up from his nap, yawning as his already sensitive ears picked up Ben's words as they echoed over the Greenhouse's intercom. "He told me something that I've never forgotten to this very day: that while you may win some, may lose some, you don't gain anything when you win. Rather, you gain more when you lose."

Silence followed afterward as Ben sucked in a deep breath, as if about to deliver some horrible bad news. "I bet you're all wondering why I just told you this," Ben eventually spoke. "It's because I have tragic news."

Ben went silent again, as did most of the base upon hearing those words. The many soldiers and recruits, scientists and assassin all waited with bated breath, waiting to hear what the watch-wearing hero had to say for them.


"Our Glorious Leader Twyla, Daughter of the Boogeyman and Leader of the Indestructible Rebellion, has fallen at the hands of Maltruant the Rogue Chronosapien." Ben finally spit out, his cracking at the end of the announcement. Total silence followed from the intercom, the entire base falling silent.

"As of now, I am your leader," Ben finally spoke softly. "And as my first act, there will be a proper burial for our fallen leader in half an hour. Anyone who is able, please meet outside the base within the time period. And bring all your weapons."


Within mere minutes, every able body in the base had met outside, everyone dressed in winter garb that they wore over their massive amounts of armor, their weapons packed tightly on their backs, scabbards, pockets, and every available space. They all stood in a half circle before Ben as he stood out in the cold, alone, with only his T-shirt on; no one asked why.

Beside Ben was a small hole about six feet deep with a large statue to mark it directly behind the hole. The statue that Ben had carved out using Armodrillo's own two hands, was of Twyla standing tall and proud over her own grave with a sharpened blade pointed at her feet, the tip resting on the very bottom of the statue, and with a cocked pistol in her other hand. Her stone hair was intricately carved so that it appeared almost realistic. Unlike the real Twyla however, she had two beautiful eyes starring out blankly over the frozen wasteland and a Monster High skull hair clip in her still locks, a copy of the Omnitrix clipped around her waist on a belt; no one, not even Clawdeen or Toralei, questioned why their leader had these changes (although Genie did somehow manage to split himself into three alternate versions of himself to criticize Ben's work).

"I never knew Twyla for long," Ben began in a quiet voice. "Before all of this time travel mess occurred, I always assumed she was the shy, quiet girl that hung back in the shadows for fear of stepping out into the light, afraid of what others thought of her," he sniffed before bringing his head back up to stare at his new followers with a look that seemed like a mixture of twisted pain, sorrow, and remembrance. "I thought wrong."

"In the short time since I've been with you strong people, those who fight for what they believe in against someone so cruel and twisted, I've come to know another side of Twyla. A side that didn't take crap from anyone, a side that stood tall and brave on the battlefield as she commanded her troops, a side that said she would not rest until she saw Zs'Skayr's bloody corpse at her feet," Ben said, only pausing when Mr. Stein interrupted with a loud squawking noise; the troops gave him a combination of confused and dirty looks as the corners of Ben's mouth turned up slightly.

"And that's the Twyla I fell in love with," Ben sighed. "When Twyla was killed at the hands of Maltruant, aged to dust before I could stop him, I became blind. I became so furious, so blind, so full of rage that I was determined to bring her back. I made a trip down to the Underworld and faced Hades himself in a deal to get back Twyla's soul."

"I lost," he croaked. "Before Leaving however, Lady Persephone gave me a chance to see Twyla one last time. And she made me promise her two things," Ben gulped, sweat pouring down his face despite the cold; the crowd all had confused looks on their face. "She made me promise, at all costs, to end Zs'Skayr and Maltruant's rein of terror. And that, my friends, is what we are going to do."

The crowd suddenly burst into a chorus of vengeful roars and cheers, yelling insults at Zs'Skayr's name, shouting what they planned to do to him when they got their hands on him, and, in Mr. Stein's case, screeching like a panicked chicken whenever someone spat out Zs'Skayr's name; Ben made a mental note to unhypnotize him when he got the chance.

"What's the second promise!?" Clawdeen suddenly demanded, before Genie suddenly appeared in a poof of smoke next to her and drew a zipper across her mouth; where he managed to get one was beyond everyone else, but no one seemed to care at the moment. They were all too busy repeating Clawdeen's question in angry tones. Ben tried desperately to quiet them down so he could speak, but no one was listening clearly and were instead making accusations and assertions. It wasn't until Skurd had grown tired of all the yelling and oozed over Ben's arm, twisting his gelatinous body as he absorbed the Sonorosian DNA in the Omnitrix and formed an Echo Echo Megaphone. Ben gave him an appreciative smile before pulling the trigger on the amplifier, a loud whine ringing out over the crowd and silencing them, the Wolf siblings all howling in pain for brief seconds as they held their sensitive ears.

"You wanna know what else she made me promise?" Ben spoke through the megaphone. Everyone all nodded their heads or shouted their agreement.

"She told me to look in her desk," Ben continued. "Inside was a letter to her past self; she had been prepared, one way or another, to make sure that we would still end up together. And I intend to fullfil her promise." he snarled, shooting Toralei and Clawdeen a glare when he sensed they were about to protest; both of them quickly shut up.

"If anyone else would like to write a similar letter, give them to me before we set out. Because as soon as we leave, we aren't coming back," Ben announced. "Zs'Skayr and Maltruant crossed a line, and tonight, we're going to cross their lines. Even if it kills us." he added darkly.

No one objected, whether they wanted to or not.

"Jinafire," Ben said quietly. "If you please?"

The Chinese Dragon nodded and stepped forward as Ben gently dropped the cloth holding Twyla's ashes into the hole and shoved snow to cover it before pulling out a woven shroud Avea had managed to weave together at the last moment. It was a black blanket of sorts with nothing more than the Monster High skull plastered over the Omnitrix's hourglass symbol, but no one argued as Ben lay the shroud at the base of the Twyla's statue; Jinafire sucked in a breath and let small trail of flame pass over her lips, lighting the bottom of the shroud and filling the air with black and purple colored smoke. Everyone bowed their heads in respect as Ben silently prayed that Twyla would find peace in Elysium down in the Underworld.

After a few minutes of silence, everyone raised their heads as Ben stood tall and angry, Jianfire standing next to him and taking her hand in his, giving it a slight squeeze and a determined look. "We may fall," Ben began, attempting to sound like a brave and triumphant leader, his mind going back to the small speech he had given during his rescue attempt to save Frankie. "But we will rise once more. We are the cockroaches that Zs'Skayr can't kill, no matter what uses! Nothing will stand in our way until I have Zs'Skay'r scythe on my mantel!" Ben roared, his announcement met with vengeful roars and bellows from his new followers.

"Ladies and Gentlemen, it's time ta suit up!" Ben announced, unaware that Zs'Skayr already knew about his plan; Gil had made sure of that, with his thumb closing the skull's mouth shut tight, hidden deep inside of his pocket and away from prying eyes.


Zs'Skayr, for once in his long career as a villain, was patient.

After his henchmen had horribly failed him, one of them for the last time, one would think the Ectonurite would have simply given up on his diabolical schemes, knowing that a combination of his henchmen's incompetence and Ben Tennyson's skill. But Zs'Skayr was not worried in the slightest. Rather, he had a good feeling that his victory would be reassured and that he would have Ben within his grasp within the hour. Especially since he had his own little mole inside their oh-so-precious base of operations.

A loud beeping noise caught his attention and he reached into the folds of his robe to pull out a small device similar to a phone. He flicked the device open and looked at the screen, ignoring the flashing letters that announced the skull had been activated. Rather, he kept his single eye on the screen as a large group of red dots slowly approaching his lair, Z'Castle Zs'Skayr.

"Speak of the devil," the Ectonurite grinned maliciously. Closing the lid of the device, he phased back down through the floor, chuckling darkly as he made his way to the front of his castle. He mentally called out to his many troops, using an ability not many members of his species possessed: telepathy. Only a few Ectonurites could reach out with their thoughts and speak to others in their heads. He knew by the time he walked out through the doors of his castle, there would be more than enough troops to end Tennyson and his friends without much trouble. But Zs'Skayr wasn't heading to the battle front. No, that wasn't his style.

He had something more . . . personal . . . up his sleeve for Ben. And he was eager to try it out.


For what seemed hours, Ben and the Rebellion marched across the frozen wasteland, ignoring the biting cold against his skin. He refused any offerings of the groups winter wear to keep him warm; he had his burning rage to keep him warm and the determination to exact his revenge made his blood boil. They soon crested the top of a hill that overlooked the battlefield that would become their deathbed or location of victory; and from the looks of things, it would most likely be the first one.

For as far as Ben could see, there was nothing but black and purple rippling and jostling with itself as hundreds of thousands of millions of twisted mutants all screeching and roaring for their blood. Tetramands, Vulpimancers, Arachnichimps, Aerophibians, millions of twisted animal species, all screaming to see Ben and his friends torn to pieces before their very eyes. There was no way they would make it to Zs'Skayr's fortress on the other side. Alive, anyway.

"Yeesh, if looks could kill." Genie chuckled nervously to Ben privately before slicing his head off and dropping dead to ground; Ben ignored him.

Ben nervously glanced back at the Rebellion to see hundreds of guns and swords, axes and hammers, nunchaku and staffs, and only a few exo-suits based off of his aliens. Among them there were other Omnitrix alien-inspired weapons and such, but nothing that would ensure they would live.

Ben frowned slightly before an idea occurred to him. He turned to the Omnitrix and turned it on, cycling through his roster of different alien transformations before selecting the one he needed. He then gently pressed down on the activation button like Azmuth had directed him so many times and flet the Omnitrix do its magic, sending a set of alien DNA coursing through his bloodstream and forcing it to change. 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.

Time for an Upgrade!" the Galvanic Mechamorph quipped before oozing back through the troops and towards an exo-suit inspired by Four Arms and operated by Slow Mo; why Upgrade had never seen the zombie around the base was mystery to Ben, but he suspected Lady Persephone might have had something to do with his sudden and silent appearance. The living circuitry quickly slithered into every nook and cranny of the suit until it was covered in his soupy, black and green skin. He quickly read over the blueprints and put pressure on certain parts of the weapon, manipulating it freely and with little trouble as he redirected wires and reassembled conductors and paneling. By the time he was done, there was now a fifty foot tall exo-suit modeled after Way Big towering over the Rebellion troops, Slow Mo sitting in the cockpit in the head. Upgrade slithered down the heavy machinery, exposing gatling guns mounted o the wrists, missile launchers on the shoulders, and gigantic rocket boots that allowed for maximum usage of the suits massive size; the same was quickly done to the other exo-suit worn by Deuce and inspired by Humungousaur.

Once done with that exo-suit, Upgrade proceeded to slither and ooze over every other weapon available to the Rebellion, adding extra barrels, increasing the firing rate, maximizing the durability of everyone's armor until they looked nearly invincible and clearly recognizable; where Zs'Skayr's forces were purple and black, Upgrade had turned everyone's armor and most of their weaponry their signature black and green colors.

But the Galvanic Mechamorph wasn't done yet. Without warning, he slid over to Robecca and launched himself at her, landing on her chest and proceeding to cover every inch of the startled automan before she realized what was happening to her; and she liked it. Seconds later, the copper girl was now a towering twenty feet tall, an utter giant compared to nearly 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.

"That's right, ladies and gentlemonsters!" Genie suddenly announced, assuming the form of a telemarketer. "This twenty foot tall beauty can be all yours for a mere 199.99, plus shipping and handling! And if you order now, we'll throw in an extra can of butt-whooping, too!" he chuckled. The Rebellion all shared a nervous laugh at the genie's antics before all facing the massive army before them.

"Everyone ready?" Robecgrade asked.

"Ready when you are, Benny! Don't fire until you've seen the whites of their eyes!" Genie cracked, taking the form of George Washington and posing triumphantly on a rock as if he were crossing the Delaware.

"Forget the Genie gig," Toralei whispered to Clawdeen. "He should be a show floor performer. That, or locked up in the nut house."

"I'm tellin' ya, I didn't do it!" Genie cried dramatically, snapping his fingers and summoning a classic black and white striped prisoner outfit, cannonball chain, and prison bar windows. "Don't I get a phone call!?"

"I'm thinkin' he should try for the second option." Clawdeen sighed quietly, loading her newly modified gun with an energy cartridge and cocking her pistol.

"CHARGE!" Robecgrade roared at the top of her artificer lungs, her battle cry taken up by the rest of the Rebellion as Genie played a triumphant sounding war-cry on a loud trumpet he had somehow managed to pull out of his small vest. As one, they all surged forward at the same time the opposing army had finally got tired of waiting and charged head on at them, both armies clashing in the middle and erupting into war.

Manny and Heath were back to their old antics, the massive Minotaur swinging his gigantic battle ax and decapitating several blood-thirsty Vulpimancer's in one move before tackling a twisted Tetramand to the ground, jabbing the end of his ax into the alien's gut as Heath darted in and out of range to raze the mutant's skin with hot coals before it finally died. The two boys shared a triumphant high-five before moving on into the battle to tackle a particularly nasty Vaxasaurian.

Venus hissed angrily and cracked her smoking whips, smacking an Arachnichimp across the face, leaving a large burn in its place as Venus mercilessly lashed out with her other whip and wrapped it around the enraged alien's throat, yanking it tight and swinging the helpless mutant around by the neck as it foamed at the mouth, choking. Venus finally relented and released the poor mutant, sending it into flying in an Aerophibian that tried to sink its fangs into her skull.

Cleo and Nefera, having finally forgiven each other and become more family like again, fought back to back, lashing with their swords and killing any mutant that was foolish enough to try and attack them. A pack of Vulpimancer's lunged at them, snapping their serrated teeth angrily and swiping at them with their razor sharp claws. One them lurched at Nefera, nearly sinking its fangs into her leg before the mummy swiftly drove her swords through the mutant's skull and into its brain. With the swords still embedded in its flesh, she swung the carcass back at the approaching pack, knocking two of the ugly aliens to the ground as the rest leaped at them in their moment of weakness. Cleo quickly slashed her swords in a series of rapid movements, slicing off limbs and heads before finally stopping, a pile of bloody body parts at her feet as she breathed heavily; Nefera blocked an Aerophibian's neuroshock beam aimed at her sister and threw one of her swords at it, impaling it through the heart and collecting her sword from the bloody carcass

"Thanks." Cleo panted, straightening up and slicing off a Tetramand's arm.

"No problem." Nefera smiled, cutting off the same Tetramand's head.

Jane let out a feral growl, quickly focusing on an image in her head; for such a big horde, she knew she would need a massive form. Her frail form suddenly began to form, her back bulging and expanding until she looked like a freakishly muscled girl. Her body quickly began to smooth out, her lrgs thickening to become as thick as telephone poles, her arms thickening even more until she fell forward from the sheer weight. Jane's fingers and toes disappeared, leaving behind only thick, bony nails. Her ears simply exploded in size, becoming huge blankets that hung around her head as her face bulged outwards, as if someone were blowing up a balloon. Her eyes moved apart, spreading father and father, blurring her vision as her nose melted together with her upper lip and began to grow like some kind of nightmare Pinocchio. It stretched out and out until it simply wasn't a nose at all, but some kind of manipulative rope or hose so strong it could total a car with one swing.

The elephant let out an enraged screaming, rearing up onto its hind legs and slamming her front legs back down, crushing a pair of Arachnichimps underfoot. Jane felt unstoppable as she powered through the massive army, swinging her trunk like a golf club, taking out mutants left and right. At one point, she grabbed an unlucky Tetramand and killed it by simply bashing it repeatedly into its own troops, using him as a burgeon. But being so big had its disadvantages too; more than once, she took a blow to her thick hide so that it now liked a crazy tic-tac-toe board made of her scars.

She suddenly picked up into the air by a massive hand, and Jane feared it was the doing of some kind of new mutant cooked out in Zs'Skayr's lab. She relaxed only slightly when it turned out to Gigi's father, Genie.

"Freeze, Snowbanks! Don't make me use the other end!" Genie announced, grabbing hold of Jane's trunk and cocking it like a gun. Jane threw him an annoyed look, but let it go when a mighty blast of wind suddenly came swirling out of her trunk, pointed directly at the enemy forces, blowing them all back and into each other; eventually, Jane ran out of breath. "Oops! All out of ammo!" he cried. A flash of dark, blue smoke enveloped the magical being. "Time ta rock and roll, dudes!" he cried madly, holding a pair of oversized blasters and looking like a perfect impression of Rambo. A violet stained saber-toothed tiger appeared at his side, its lips drawn back in a deep snarl as its large, dagger like fangs glinted in the low light; Gigi and Whisp materialized out of thin air on either side of their Dad's shoulder, each brandishing a a small blaster.

"Ah, ah! Children mustn't play with guns!" Genie scolded his daughter's. The magical being quickly snapped his fingers and the blasters disappeared in two puffs of dark smoke before two more flashes appeared in the girl's hands, this time releasing two brand new blasters with a large amount of ammo and even bigger barrels. "Lets get 'em, gals!" Genie cackled, pulling the triggers on his blasters and firing like the maniac he was. "AHAHAHAHAHAHAHAHA!"

A little disturbed by Genie's sanity, the Wolf siblings held their own in the battle. Fighting back to back like the De Nile's were still doing. Clawdeen fired her guns into the fray, nailing a Vaxasaurian several times in the face before leaping at it, nailing her pointed boot into its chest and toppling it over onto a pack of Arachnichimps. Howleen jumped onto the shoulders of a twisted Tetramand, grabbing one of its weakened arms and twisting it behind its back without mercy before driving a blade into its head; she quickly jumped from the carcass and tackled a Vulpimancer to the ground, slashing her blade through its hide. Clawd ignored his younger sibling and took out his large sword from its scabbard, clutching it tightly in his grip. A mutated Necrofriggian attacked from in front of him, pouncing on him and snapping its jaws repeatedly as it tried to bite him. The werewolf growled and swung his sword, decapitating it quickly before shoving it off of him and quickly pulling out his pistol, and shooting several rounds into its bloody corpse before moving onto a vicious Lepidopterran.

Spectra soared over the horde with Sirena and Rochelle by her side, the gargoyle flapping her stone wings to stay aloft as she used her tail like a club to decapitate unfortunate mutants below her. When the ghouls weren't lashing out with their blades and staffs, they acted like bomber plans, dropping a series of nasty surprises to the other side that usually resulted in death to the other side. On another bomb run, Rochelle was suddenly grabbed by the tail and slammed into the ground by an angry Vaxasaurian. The mutant yanked her off the ground once more and slammed in the ground again before she had finally had enough. She a feral sounding growl, Rochelle jammed her stone-tipped claws into the mutant's skin and raked them downwards, the freak of nature releasing her. Before the unfortunate mutant could do anything however, Rochelle was back on her feet and driving her rock hard fists into its jaw driving it back with one, two, three hits to the jaw before she whirled around and slammed her tail into its gut, sending it flying across the battlefield.

"Ooh, a shooting star! Make a wish, girls!" Genie joked upon seeing the unfortunate mutant come flying through the air right at him. Rather than pausing to take part in their father's joke though, the Grant sisters quickly shot the Vaxasaurian full of holes before returning their attention back to the battle; Genie shrugged his shoulders and returned to massacring the opposing army, cackling like a mad man.

Ghoulia zoomed through the horde faster than most of them could react, a huge grin plastered on her face. Her artifical tail cracked painfully across a Necrofriggian's face, leaving a horrible looking bruise on the blue flesh before she quickly battered her feet several dozen times into its chest in the time span it took for one to blink. Yes, Ghoulia was back inside of her Kinceleran suit, and she had never been happier. Upon getting her legs back, she immediately made upgrades to the suit after resizing it; a Vulpimnacer lunged at her and raised a hand, a loud whine filling the air before a blast of toxic-looking energy blasted out of the palm and incinerated the poor alien, Ghoulia zooming off before anyone could catch her.

And above all this, with Monsters fighting all around them, were Slow Mo and Deuce having the time of their lives. Being so big, they merely had to do little more than simply walk through the massive army as if it were a dark colored lawn in desperate need of watering as they ignored the sickening crunches and dying screams under their feet (though they made sure to avoid parts of the army where they could see Rebellion troops fighting. And while walking about and shooting several hundred rounds from the gatling guns mounted on their wrists was effective, it was rather boring. Eventually, the two boys came to an agreement; by combining their talents, they directed their massive exo-suits as if they were gigantic versions of their bodies and merely danced their way through the battle to some kind of invisible tune. They danced the tango, did the waltz, even the Russian jig and having a great time in doing so as they mascaraed the army beneath them.

"Eat hot lead, you freaks of nature!" Robecgrade yelled, a twin pair of massive cannon barrels morphing out of her shoulders like liquid before they began to rapidly fire into the horde. The titan shifted her left hand into a massive blade, swinging the weapon in a wide arch, leaving a path of destruction behind her as she stomped forward, crushing mutants beneath her feet with ease. But despite their many successes, they were slowly being swarmed; Draculaura nearly lost her head to a Vulpimancer had Clawd not stepped in and sliced the own mutant's head off; Skelita lost an arm bone to a Necrofriggian; Hoodude was accidentally crushed under Slow Mo's exo-suit when he tripped over a determined Vaxasaurian (though this did more damage to the surrounding mutants than Hoodude himself).

Even Ghoulia herself, with her incredible and nearly unmatched speed, was starting to wear out herself. Within a few minutes, her friends would be overrun with screaming mutants and there was nothing that she could do; or was there? Ghoulia glanced up to see Deuce and Slow Mo dancing the salsa, an idea coming to her. With that, she sped off into the distance, briefly leaving the battle in a flash of red and white.

"COWARD!" Genie roared comically before the ground suddenly began to tremble and shake, the sky darkening even more than it already was, swirling and rumbling like a massive hurricane overhead. The Rebellion paused to glance at the anomaly, while the mutants completely ignored him altogether. To make matters even worse, there appeared to be massive, behemoth sized shapes moving about inside the storm. And then, without warning, a gigantic hand reached out of the storm and dug its huge fingers into the ground, tearing out rock with ease and not caring in the slightest as it killed several mutants in the process. Another hand attached to an arm shot out the storm and gripped the ground, seemingly pulling something out of the storm; Skurd nearly screamed in fright when he saw what it was.

"Oh, this does not bode well," Robecgrade gulped as a Mutant To'kustar hauled its weight out of the massive, swirling storm overhead, landing on the ground with thunderous crash. And as if the universe couldn't seem to get enough out of torturing its poor inhabitants, another Mutant To'kustar appeared out of the storm, followed by another and another and another and another until there were nearly a dozen!

"Um, Robecgrade? Might I suggest something?" Genie whispered to Robecgrade, suddenly appearing by her right shoulder.

"What?" the titan asked, confused as to why Genie had referred to her by such a name.

"GETTING THE SPHINX OUTTA HERE!" Genie screamed like a little girl, his eyes widening to the size of car tires before he ran screaming off into the distance. Robecgrade blinked her single eye and turned back to the battlefield to see Deuce and Slow Mo and stopped their destructive dance routine and had tackled two of the twisted titans, going toe to toe with them in an all out struggle for dominance. She saw the rest of her troops struggling to avoid being crushed to death beneath the Mutant To'kustar's feet, though the titans didn't seem to care who they crushed as they marched after the helpless Rebellion troops; not all of them were helpless however.

Robecgrade watched as the Stein family, reunited and together at last after nearly five decades, rushed one of the titans, avoiding the massive feet and hands as they scurried up to one of its legs and latched on, working their way up the moving limb and up the titans side, climbing around ominous looking red red pods that pockmarked the Way Bad's skin. In fact, the gigantic pulsing pods seemed to cover most of the creature, covering most of its hideous, skeletal head and back as massive fins that looked like attacked tree limbs rose from its shoulders and back. The Steins made their way to the behemoth's shoulder as the girls dug their nails into the metallic skin as Mr. Stein launched himself at the head, making his way to the two fins that rose like devil's horns above the Way Bad's frame. On an unspoken signal, the Steins plunged their fists and hands into the skin further, their bolts crackling with massive amounts of electricity. The Mutant To'kustar bellowed in agony as the energy coursed through its conductive skin, amplifying the pain beyond imagination until Mr. Stein drove an electricity-covered fist into one of the behemoth's horns, causing the titan to freeze up on the spot before tilting over and crashing to the ground, crushing countless infected troops beneath its bulk as it finally died; Robecgrade was relieved beyond relief when she saw all three of the cadavers crawl away from the wreckage alive and in one piece.

But despite one titan being taken down, the Steins couldn't handle them all. Sooner or later, they would need a recharge, and there wasn't an outlet for miles around. And even if the Steins did have an endless amount of energy to attack the Way Bad's with, they wouldn't be able to work fast enough to take them all down before they crushed the rebellion troops. It seemed the battle was lost as the infected pushed them back, the Rebellion troops suffering more and more damage to their person.

"Fall back!" Robecgrade ordered as she sliced open a Lepidopterran and decapitated a Vaxasaurian. The Rebellion troops did without protest and regrouped into a massive mob, keeping the weaker members in the middle as the stronger ones created barrier between them and the oncoming horde. Only Slow Mo and Deuce, safe inside their exo-suits, remained on the battlefield, cutting down the infected numbers as they fought with the Mutant To'kustars. But it wouldn't be long before they would be overrun.

"Oh, how could this possibly get worse?" Skurd sighed miserably.

"You just jinxed us, Snotty!" Robecgrade yelled angrily, shooting several rounds into a swarm of Necrofriggians.

"AH! I did it! I doomed us all!" Skurd yelped as the ground began to tremble and rumble beneath their feet. But it wasn't the shaking and quaking coming from the Way bad's and exo-suits. No, this earthquake was coming from behind them, and whatever it was, it sounded massive. Robecgrade feared the worse, expecting a large army to come up from the rear and catch them, sealing their fate as either prisoners of war or casualties. But it seemed that the universe was finally feeling sorry for its greatest hero.

"This surprise attack has been brought to you Snow!" Genie announced loudly, dressed as the host of some kind of TV show or other. "It's everywhere! Get use to it!"

But the magical being's odd speech wasn't what caught Robecgrade's attention. Rather, it was the nearly two dozen mechs that were lumbering towards them, Genie standing on top of one of them. The gigantic robots stood tall and massive, almost the size of the world's biggest dinosaur as they gigantic, metal feet slammed into the ground. They bared resemblance to a Polar Manzardil, their metal hides a dark black in color with four sharp fins running down the back. Their heads, though eyeless, had two blasters on either side of the mouth that pelted the Way Bad's with gunfire. But what surprised Robecgrade the most was that when they opened their mouths, jets of icy vapor came pouring out, hitting the Way Bad's and freezing them to the spot inside massive glaciers.

"May the force be with you!" Genie cried dramatically, changing his shape to match that of Darth Vader, complete with a dark, red light saber. "Or in this case, the Manzardil Walkers!"

Robecgrade gave a mouth less smile at the joke as the Walkers gave the Rebellion some time to rest and catch their breath as they tore through the infected forces with ease, freezing the battlefield into a carpet of countless ice sculptures that quickly cracked and broke into millions of pieces when crushed, their prisoners equally broken.

"That's gonna hurt in the morning," Robecgrade winced upon seeing a To'kustar shattered into a million pieces; the Omnitrix finally timed out seconds later and Robecca and Ben were separated from each other, falling into the snow and coming out cold. "What do we do now, luv?" Robecca asked, shaking her black and blue locks free of snow.

Ben pursed his lips and looked out across the battlegrounds, noticing they had managed to push most of the infected army back. But more and more just seemed to keep coming, pouring down the mountain in endless rivers of black and purple, though the numbers of To'kustars were slowly dwindling to half a dozen thanks to the efforts of the Deuce, Slow Mo, and the Walkers. But given enough time, the numbers of the infected would be enough to topple the towering, mechanical giants, thereby putting them back to where they were only hours ago. If they could just somehow stop the flow of new troops from coming into the battle . . .

"We need to get to the castle!" Ben announced loudly.

"Why?" Clawdeen snapped, rather disappointed that she might have to stop fighting.

"So we can stop these bugger's numbers from increasing," Robeca explained, climbing to her feet. "No doubt, Zs'Skayr is there too."

"Exactly," Ben smiled, turning on the Omnitrix and selecting a suitable form. "Anyone who wants to, follow me!" he yelled, slapping the activation button. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix and Skurd reappeared on a green and white belt around the alien's waist, completing the transformation.

"All aboard!" Teleportail yelled, slowly spinning his tails behind him as Robecca, Frankie, Nefera, Jane, Jinafire, both Grant sisters, Genie, Venus, Draculaura, Spectra, Abbey, Heath, Hoodude, Lagoona, and Gil joined him; Ghoulia zipped up to Mr. Stein and through him a remote control, presumably to control the Walkers while she went Teleportail to storm the castle. Upon the instruction of the Vong Linducher, the large group huddled together tightly, Genie shrinking down to the size of small mouse and landing on Teleportail's shoulder dressed as a space commander.

"Warp speed, commander!" he ordered, giving a quick salute.

The spinning of Teleportail's twin tails picked up, spinning faster and faster, creating a loud buzz that filled the air and made a small breeze behind him like a fan, kicking up a tidal wave of snow and ice as he spun his tails faster and faster. Before long, they were only a blue of yellow and black, a loud whine filling the air as Teleportail and friends were suddenly engulfed in a bright flash of light as they disappeared from existence for a brief moment.


They popped back into existence moments later, landing rather painfully on a hard, stone floor. The group had ended up in a large, circular room with small candles lining the walls and giving the room a soft, yet sinister, glow. Chains hung from the ceiling like vines and creepers, a few pearl white bones tossed carelessly into the corner. Opposite of where they had landed was an opening to a staircase that led upwards, metal spikes that looked like fanged teeth lining the door frame.

"Ah, we have guests," a soft voice moaned, attempting to sound evil and angry at the same time. Teleportail grumbled and rubbed his sore skull, the Omnitrix timing out and reverting him back into Ben as he glanced at who the voice belonged to.

"Prepare to meet your doom!" Kuphulu cried, raising his bandaged fists and trying to look intimidating.

"Dude, bad guys use that line way too much." Ben frowned.

Kuphulu actually seemed to smile at this; without a mouth it was rather hard to tell. The Thep Khufan snapped his fingers, a feat that surprised Ben considering the alien had bandages for digits, and three massive, burly shapes fell from the ceiling and landed on the ground. The figures climbed out of their land positions and loomed over the group, saliva dripping from their fanged jaws. With massive arms for legs, slimy slugs slithering all over their bodies, and a massive brain that protruded painfully out of their skull, Ben was actually nervous to be facing the hybrid mutants once again.

"Attack!" Kuphulu ordered, jabbing a finger towards the group.

Ben grimaced and turned to the Omnitrix, cycling through his roster for any alien that could take the hybrids on with little trouble. Before he could slap the activation button however, he felt a hand on his shoulder and turned to see Gigi holding her blaster in her fingers and shaking her head.

"Ben, you can't take them head on. You're too predictable." she explained.

"I am not!" Ben argued, even though he knew it was kind of true; he was a tad predictable, always going for the heavy hitters when he needed something done quick instead of analyzing the situation.

"Ben, we're genies," Gigi said, gesturing to Whisp and her father. "We are the most unpredictable monster you could ever find. We'll take care of them while you go on ahead."

"She has a point, partner," Genie grinned, having donned a cowboy costume and drawn a pair of pistols aimed at Kuphulu and the twisted hybrids. "When them Rebellion troops start a runnin', I start a shootin'" he yelled at Kuphulu, his fingers twitching slightly on the triggers.

"Go." Gigi urged Ben, shoving him forward a little. Ben sighed and nodded his head, gesturing for the others to move towards the staircase while the genies took care of the problem at hand; Ben left the room, diving under a hybrid's attempt to crush to his skull, and ran up the stairs, the sound of gunfire and insane laughter chasing at his heels like a pack of wolves.

They soon came into another circular room of similar design, with the exception of the ceiling. Instead of chains hanging from the ceiling, there were two massive conductors with massive amounts of electricity crackling between them. The room was also larger than the previous one, swirling tanks lining the walls; another staircase sat opposite of the one they had just come through. Ben cocked an eyebrow, curious as to why the room seemed so empty at the moment. The sound of heavy footsteps came clapping down the staircase ahead of them, Dr. Viktor himself lumbering into the room with a face that said there would be no fooling around whatsoever.

"So, we meet again, Tennyson," the Transylian spat, utter hatred dripping from the words.

"Don't get too attached to be yet, Frankenfreak," Ben grinned. "I won't be sticking around for long."

Dr. Viktor actually grinned at this remark. "You would think that, wouldn't you? But master has prepared for your visit; he knows everything you could ever hope to pull on him and have a way to counter act it. Anything you try will be easily stopped thanks to my pure genius!"

"Did that pure genius save you when you failed to take our base? Twice?" Skurd asked.

"Minor set backs," the Transylian waved it off, though Ben could detect that there had rather horrendous consequences for the doctor's many failures. "I would like to point however, that your meddling has not made master happy." he added with a growl, holding up his left arm for the group to see. The Monsters all winced upon seeing that the Transylian's entire arm right up to the shoulder had been painfully torn free from its socket and replaced by a crude, mechanical limb with two thick fingers a thumb for digits; many buttons, keypads, sensors, and screens had been crudely built into the artifical limb. To make matters worse, the alien monster removed his eye-piece from his face to reveal a black, empty socket for the world to gaze at with disgust and horror.

"He fed both of them to his pets," Dr. Viktor spat. "But why am I vocalizing my despair to you when I could be crushing you to bits?" he wondered aloud with a sadistic grin. Before any of them could move, the Transylian tapped a button on his artificial arm, and the tanks that lined the walls slid open, a thick vapor pouring out into the air as something rather gooey and pasty slithered out onto the floor. There were eight, multi-colored puddles that oozed across the floor before they each solidified into a crude, humanoid figure. Six, crustacean-like legs suddenly burst on either side of the creature's chest, cracking and groaning before curling back up against the gelatinous skin. Two pairs of orange colored eyes opened up on the creature's crude heads, a pair of clicking mouth parts growing out from the face. Eight, small devices descended down from the ceiling and took a position above each creature's head, the bizarre mutants straightening up a little upon being near them.

"Do you like them?" Dr. Viktor asked. "After the success of the Tetramand/Cerebrocrustacean hybrids, I went further and created another set to make sure the process was safe. And I must say the results of the Polymorph/Orishan hybrids are a complete success."

"You are sick, you know that?" Ben frowned, turning on the Omnitrix and cycling through the roster; he was once again stopped by a hand on his shoulder. He turned to see Spectra floating above him, her pale hand gripped tightly in her hand as she shook her head.

"Lemme guess. You want me to go ahead and deal with Zs'Skayr while you handle these clowns?" Ben sighed, already getting tired of the pattern.

"Not just me," Spectra smiled, gesturing to Heath, Hoodude, Draculaura, and Abbey, the last one having a rather scary look on her face as she cracked her knuckles menacingly; Dr. Viktor actually looked worried.

"Alright, but stay safe," Ben told his lover, pecking her on the cheek before dashing towards the opposite staircase with the others, ducking under a hybrid as tried to punch him and jumping over Dr. Viktor's attempt to try and grab him.

"Later Stitch Face!" Ben called over his shoulder before the sounds of a fight came afterward; painfully sounding crunches, the cry of a whining fire, the dangerous dancing of electricity, and the eerily calming sound of rushing water. Ben ignored the sounds and rushed up the stairs after the rest of his friends, his mind racing at a hundred miles an hour. What did Viktor mean when he said that Zs'Skayr knew his every move? Was there a mole in the Rebellion, someone who had betrayed the entire future of the world for some random price that Zs'Skayr would most likely refuse to pay upon collection? And if there was a mole, a spy working for Zs'Skayr, who was it? And why did this Monster, whoever it was, do it?

Gil was a nervous wreck. Ever since he had struck the deal with Zs'Skayr which seemed to have happened only hours ago, he was more high strung than a cat in a dog kennel. Ever since the power outage, almost no one had been able to sleep, and Gil was no exception. He had spent hours starring at the bottom of the bunk bed he shared with Heath for hours on end, unable to fall asleep with the diabolical Ectonurite's voice ringing through his head, refusing to let him sleep for the smallest of seconds. The guilt was scrapping away at him faster than a flesh-eating parasite, but he had to do it. He didn't know if he could or should have trusted Ben's arch nemesis, but he couldn't just sit back and let him take Lagoona away from him. She meant the world to him and would literally do anything for her.

But then again, would he? He now realized that there were things that he wasn't willing to do for her. He had been such a coward back in the past, too scared to even tell his saltwater hating parents about his relationship with the girl of his dreams. And even when he did, he nearly gave in to their wishes and broke his relationship with Lagoona; Ben would never do that, not even come close. He had fought against countless enemies, starred down Vilgax and Maltruant without fear, had saved the universe itself from utter destruction numerous times, and he could probably tell his parents off no problem. Now that he thought about it, Lagoona probably did deserve better than him. He was an absolute disgrace to water monsters everywhere.

He could see it now, in his mind, Lagoona dumping him right in front of every Monster at Monster High and going off with Ben on some crazy adventure throughout the cosmos while everyone laughed and jeered at him for being unable to keep his girl. With a sigh, he cast a sorrowful look at Lagoona, determination washed across her face as she clutched her trident tightly; the skull suddenly felt much heavier in his pocket.

After climbing an incredible long and spiraling staircase, they eventually came into another circular room, this one nearly identical to the other two they had come through. The floor was littered with white bones belonging to various monsters, their red stained remains stacked high into mounds that formed pillars up to the ceiling. Only a few torches lit up the room, allowing them to see the bones; it was incredibly eerie and creepy. To make matters worse, there was a constant dripping sound that echoed throughout the room, sending chills down Ben's spine. A loud clicking noise accompanied the dripping, getting louder and closer as the sound of bones being pushed aside added to the noise that echoed all by itself in the chamber.

The clicking sound got louder, coming from behind them; the group searched with their eyes, wildly looking for the source as it increased, getting louder and louder as heavy breathing added to the terrifying symphony. Ben felt his pulse quicken, his eyes dancing around in their sockets in a desperate search for the source of the noise; from the look of the others, they were equally terrified, their weapons drawn and their fingers shaking on their triggers and handles.

And then the noise stopped.

Dreaded silence followed, no noise at all coming to their ears but their own terrified breathing; the dripping, the clicking, the clatter of bones, and the breathing, it all stopped. Eerie silence was all that came, nothing more.

A loud bellow suddenly echoed through the chamber as a pillar of bones exploded in front of them, scattering the remains as a large, furry creature lunged at the group. They quickly parted and regrouped behind the beast as it landed on the floor, its razor sharp claws creating sparks as they dug into the cold stone.

"Aw, man." Ben whimpered as Crüjo stalked out from the shadows and into the dim lighting of the room, a massive amount of saliva dripping from his jaws as he snarled and barked; Ben winced upon seeing foam amongst his teeth.

"Whatever you do, don't get bitten," he whispered to the group as he went for the Omnitrix and cycled through his roster. "And if anyone tries to-"

Ben never got to finish his sentence as Jane, Venus, Lagoona, and a determined looking Gil all pounced onto the Loboan at the same time, pummeling him without mercy.

"Doesn't anyone listen to me!?" Ben exclaimed, accidentally drawing Crüjo's attention to him. The Loboan snarled and sucked in a deep breath before his muzzle suddenly split four different ways and a loud howl blasted out, aimed right at Ben and ready render him unconscious; had it not been for Frankie's quick reflexes, he would not have made it. The Loboan growled with fury, snapping its foam stained jaws at Ben before it was tackled to the ground Lagoona, her trident driven right through his right hand. She quickly pulled it out and drove the other end into his gut, knocking the wind out of him as a purple colored anaconda quickly slithered itself over Crüjo and wrapped him up in its coils, tightening its grip on him.

"Ben, we have to go!" Frankie pulled on Ben's arm.

Ben frowned and glanced back towards the group just as Crüjo managed to pry Jane's coils off of him and throw her into a tower of bones, burying her beneath them as he went after Venus; she did a perfect imitation of a lion tamer as she fended him off with an intact rib cage and a flaming whip.

"Down, you beast! Down, I say!" she demanded, cracking her whip.

"Fine." Ben surrendered, Frankie letting go of him and both of them making a mad dash towards the stairs. The watch-wearing hero was nearly there when he felt someone grab onto his wrist and pull him back. Fully expecting it to be Crüjo managed to the Omnitrix on by smacking it against his head, beating his head against the device a second time to select a random alien before ramming his head onto the watch a third time to activate it. The green light quickly immersed him, changing his DNA into something not of this world. His skin quickly hardened, fusing together with his bones to form a thick, tough shell that quickly reddened, parts of its turned gray in color. Four of his ribs ripped out his skin and bent in two places, becoming a pair of jointed legs that folded back against his chest as green eyes formed on his chest. Spikes that curved backwards appeared on his feet as dozens of barnacles appeared all over his body. His fingers turned into jointed claws as his lips protruded outwards and hardened into a pair of pincer-like mouth parts. His eyes split into another, slitted pair as the skin on the back of his became loose and saggy before hardening again to form something similar to a hood over Ben's head. The final transformation was the addition of a nozzle-like hole on each of his palms and the Omnitrix and Skurd on his chest, completing the form.

Water Hazard quickly grabbed the hand that its grip on him and flipped the owner onto his back, pointing an open palm at him and ready to blast him with boiling water before he realized it was Gil. "What are you doing!?" the Orishan demanded, ignoring the loud, savage bellows behind him as the ghouls and Crüjo fought.

"I need to tell you something," Gil groaned, Water Hazard climbing off of him and helping him to his feet.

"Well make it snappy. Kinda on a tight schedule!" Water Hazard cried, turning his attention away from Gil for a brief second to blast a jet of pressurized water Crüjo and sending him flying across the room and into a pile of bones where he was suddenly assaulted by a very ticked off giant squid.

Gil bit his lip; if he wasn't careful about how he worded things, Water Hazard could easily kill him where he stood without even trying. That, or change into something far more deadly.

"I told Zs'Skayr we were coming!" he suddenly blurted out.

"WHO WITH THE WHAT NOW!?" Water Hazard suddenly sputtered, slamming Gil back into the floor. "Tell me you did not just say what just said!"

"That's kind of hard to do, dear boy." Skurd sighed, rubbing his beady little eyes with disappointment.

Water Hazard gnashed his teeth plates, beyond angry with the cowering freshwater monster beneath him. Truth be told, he was incredibly tempted to kill, or at the very least, severely injure Gil right now, but now was really not the time. With a sigh, the Orishan picked up the freshwater monster in his grip and threw him into a pile of bones before making a dash towards the stairs; but not before leaving him a message.

"You will pay for this." he snarled.

"I totally had that coming!" Gil groaned loudly before Crüjo pounced on him.


By the time Water Hazard managed to get to the top of stairs, his mind buzzing like a swarm of angry hornets, the Omnitrix had timed out and returned him to his human form just as he entered the final room. Awaiting him were the rest of the group, down to just five ghouls; and all of them looked like they wanted to hurt someone, their enraged eyes trained towards the ceiling.

"Ah, our guest of honor has finally arrived," Zs'Skayr rasped maliciously, floating far out of reach of the angry ghouls. "It seems Operation: Cosmic Storm was a failure. Mental note, kill Viktor for not successfully utilizing the To'kustar DNA I gave him properly." he added to himself.

"Zs'Skayr! Get down here so I can kick your sorry ass!" Ben demanded. "Or whatever you have!"

Zs'Skayr clucked his tongue, wagging his finger back and forth as if he were scolding a small child. "Now, now, don't be rude," he tut-tutted. "There will be plenty of time for that later." he chuckled darkly. Ben cocked a suspicious eyebrow as the Ectonurite descended down from the ceiling, though still out of reach of the ghouls; it was then that Ben noticed something odd about the room. Similar to Dr. Viktor's floor, there were five tanks lining the wall of varying sizes, a few of them about Ben's height with one that was more than twice as big. The watch-wearing hero glanced back up at Zs'Skayr to see him glow an ominous pink in color, a shade that Ben had seen many times when either Gwen or Charmcaster got very angry. He watched, stupefied, as the pink aura around his arch nemesis glowed brighter and brighter before suddenly lashing out in jagged strikes, the massive amount of energy dancing like lightning before suddenly striking Ben. He screamed in agony as the energy coursed through his body, forcing him down to his knees as he felt the separate charges searching through his mind, poking and probing it like some bizarre experiment before they painfully released their hold on him, drawing themselves back to Zs'Skayr before lashing once more and striking each of the tanks. The containers glowed a dark magenta in color as they hissed and croaked, swirling fog filling them up as they did their work before they they a loud roar and finally died, their lids popping open like coffins and releasing the fog into the room, making Ben's vision blurry as he climbed to his feet, holding his throbbing head.

Much to Ben and the ghoul's horror, five figures stepped out of the five tanks, shuffling on their newly formed legs and stretching their aching bones as they came out into the light. The first figure was a girl that was now a couple inches shorter than Ben, her green skin shining with a slimy sheen as she licked her lips with her long tongue, her purple commander and aviator's outfit fitting her delicate frame easily. But Ben knew never to trust those innocent eyes or that fragile figure; Attea could kill in less than three seconds if you let your guard down.

The second figure was a hulking giant compared to all of the others, towering at a good dozen feet. Her dark red skin looked almost a dark brown in the low light of the room, her four arms hanging limply at her side they suddenly shifted, bones cracking as they were stretched. Her horned helmet made her all the more intimidating as she narrowed her golden orbs at Ben, socking her two hands into her fists, drawing her lip back into a snarl. Ben flinched under Looma's glare.

The third figure was surprisingly close to a human, with the exception of her pale, almost gray, pink skin. She wore a purple parka ringed in fur, her pink hair curled back and held in place by a tiara as her pointed ears framed her face. The only unusual thing about her seemed to be that one could see her breath in the air despite no one else having such an issue. That, and how she easily extended her limbs to several feet longer than their original length and twisted around her back in a dramatic show, flexing her fingers into fists. Ben was greatly confused as to why Ester was suddenly here.

His attention was quickly drawn to the fourth figure, a seemingly normal human girl was short, black hair and a pink sweat shirt over a black T-shirt. She wore a short, white skirt around her waist and a pair of white tennis shoes on her feet as she frowned deeply at Ben. As if the universe weren't just about to let something be normal for once, Ben's caught sight of a black and green circuit decorated slime puddle ooze out from under the girl's sweat shirt, slithering around her neck and down her waist before coming back up onto her shoulder and stopping, forming into a slight, animal-like figure. Now was even more confused; why were Julie and Ship here all of a sudden?

The last figure raised the most questions, but brought some relief as well. She had fiery orange hair cut short above the shoulders and wore a pair of blue nerd glasses on her nose, her eyes narrowed at Ben and her lips put into an annoyed scowl. She wore a blue T-shirt with a blue cat face on it a blue, plaid skirt along with a pair of tennis shoes. Despite the frown on her face, Ben was relieved to see Gwen.

"So, what's with the reunion?" Ben asked, utterly confused as all the girls, even Gwen and Ester, all snarled and glared at him as if he had just killed someone they held close and dear.

"Ah, still the dark, are we?" Zs'Skayr asked with mock disappointment. "Allow me to shed some light on the situation. You see, Tennyson, I have spent years gathering the magical artifacts of this world, having my top scientists and magicians study and learn about their uses. To put it quite simple, boy, I have reached into the dark recesses of your mind and drawn out the most painful memories concerning your social life and brought them into reality," he chuckled darkly before turning to speak to the five girls of Ben's past. "And girls? Be sure to make him suffer." he cackled. The girls all drew grins and raced towards Ben, ready to tear him apart.

"What are you doing!?" Ben exclaimed with fear as all five girls shoved their way past the ghouls and tackled him to the ground, furiously driving their fists into him as they belittled him.

"You are pathetic!" Looma roared, grabbing Ben by the throat and tightening her grip as his face turned red. "You are not a true warrior, for warriors must know when to be blood thirsty and savage! They must never show weakness, and you have shown far too much! If it weren't for the Omnimatrix on your wrist, you would have never survived our courtship ritual!" she yelled at him, drawing her fist back and hurling him to the opposite wall where he was attacked by Attea.

"This is fer making me look like a fool in fronta the entire galaxy, Tennyson!" she screamed as she drove her fists in Ben's face, turning it black and blue and breaking his nose too. "If it weren't fer a lotta a luck and that stupid watch on ya wrist, ya wouldn't be here! You aren't no hero! Yer just a dumb kid with too much luck on his hands!" she hissed, kicking Ben in the ribs before swinging him around and throwing him to the floor.

"Oh, I am going to enjoy this," Julie hissed menacingly as Ship obeyed his master and slithered over her frame, morphing himself into the battle suit he had designed for Julie, beeping slightly as she grabbed Ben by the head and brought him up to eye level, not even flinching upon seeing his weakened face. "I can't believe we lasted so long. You never paid any attention to me!" she yelled, throwing him to the opposite before closing her hands into fists. "It was always about you and the world, never about me and you!' she screamed angrily, several rounds of missiles firing out of her wrists and slamming int Ben's frame, his body jerking with every impact. "You brought me nothing but misery and sorrow when we together, and you never did anything right! In fact, the only two decent things you ever did for me was bring me Ship and break up with me!" she roared, driving a power-house fist in his chest and grinning upon hearing bones crack. Without mercy, she peeled his frame off the wall and rolled him across the floor to Ester.

"You were such a fool, Ben," Ester growled, kicking Ben in the face before tackling him. "You were stupid to even notice my attempts to get close to you! Every time we spent together, every date we ever went on, every mission we ever took part in, you were too dumb to even notice me!" she hissed grabbing Ben by the throat and stretching her arms to the ceiling, ramming Ben's head into the stone before slamming him back down into the floor. "Hard to believe the universe's greatest hero is so moronic." she snarled in his ear, taking his hand and mercilessly bending three of his fingers back until they snapped loudly. The Kraaho girl smiled at his face and kicked him in the ribs again before sliding him across the floor, her grin broadening when he crashed into one of the tanks.

"Oh, how I've waited for this moment," Gwen purred maliciously as Ben struggled to at least climb to his knees. The construct would have nothing of it and planted her foot on his back, shoving his face up into the floor as she grabbed his arm and pinned it behind his back. "You were always selfish," she hissed, yanking arm back even further. "It was always about you wanting the fame and the glory. You didn't care about anyone else; as long as you were in the spotlight, everything was alright with you, even well Bellwood became over run with criminal scum! Why else do you think me and Kevin left you rot where you were?" she snarled, giving a final yank and retching Ben's arm out of his socket, finally making him black out from the pain.

"Don't just stand there!" Skurd yelled at the ghouls. "Do something!

The ghouls didn't need to be told twice. Jinafire unsheathed her sword and gripped the handle tightly in her in hands, pointing the blade directly at Looma before swinging it behind her head and racing forward; the move would decapitate most opponents if executed correctly, but Looma was no ordinary opponent. She grabbed hold of the upcoming blade in one and, tore the weapon free with two more hands and bending it like rubber before slugging Jinafire in the face and sending her skidding back with the fourth.

"You are not a true warrior!" Looma spat. "You are just as pathetic as Tennyson!"

"Says the warrior with no honor," Jinafire spoke in a deadly tone. "You are not a true warrior if you do not have honor. You fight for the fun of it, while Ben fights because he has to. A true warrior only fights when he must, not when he longs to."

"How dare you insult me!" Looma growled. With a battle cry, Looma charged forward, all four of her fists raised into the air and ready to crush the young dragon beneath them. Jinafire didn't flinch though and merely held still as Looma bared down on her before thrust a hand forward and into Looma's chest, stopping her on the spot. She then quickly grabbed Looma's shoulder and simply flipped her over onto her back with little difficulty.

"This is to avenge Ben honor. Something that you severely lack." she hissed in Looma's ear before delivering a series of rapid jabs and strikes to the stunned Tetramand's pressure points, maximizing the damage as she then leaped into the air and delivered a quick kick to the Looma's chest before lashing out with her tail and ending the construct; she then exploded into faded, pink dust that quickly dispersed. Jinafire then bowed respectfully to her fallen opponent before rushing over to Ben's side in the hope that she would at least be able to reset his broken bones.

"Show me whatcha got, Corpse Face!" Attea taunted Ghoulia, gesturing for her to come and attack her. "There ain't nothing ya and Tennyson can pull off that'll surprise me!"

"Eeeeeeiiiiiiyyaaaaa!" Ghoulia moaned with a smirk.

"I told ya, Tennyson is just frustratingly lucky!" Attea shot back. "He's as dumb as a rock and has no strategy whatsoever! How else do ya think I conquered the galaxy!?"

"Eyahhhh. Iiiiiiieeeaaaaaahhhh." Ghoulia's smirked deepened.

Attea gritted her teeth. "Yes, I realize Tennyson has beaten me at every turn, don't remind me!"

Aaaaaahhhhhhiiieeeeee!" Ghoulia pointed out.

"I don't care if Tennyson is smart enough to figure a way out things, nothing you say or do can help you now, Death Breath!" Attea roared, whipping out her blaster and firing off a couple dozen rounds all aimed at different heights so that Ghoulia would have no hope of pulling off some bizarre and amazing way of avoiding them.

Clearly, Attea had never faced off a Kinceleran. Or at least, someone inside of a Kinceleran inspired suit. Faster than Attea could blink, Ghoulia had zoomed away from the spot she had been nanoseconds before, the energy blasts sailing by harmlessly and pelting Julie as she fought with Robecca. Attea glanced around wildly, trying to pinpoint her swift aspirant. The Incursean suddenly felt a short tapping on her shoulder and she whipped around to Ghoulia standing just an inch away from her face; Attea yelped and fumbled with her blaster, dropping to floor. Faster than Attea could ever hope to react, Ghoulia lashed out with her hand and grabbed the weapon before pulling the trigger and firing several dozen shots into the construct, her body convulsing and jolting with every shot before Ghoulia cracked the blunt end of the blaster over Attea's head and lashed out with her artificial tail; the Incursean construct dissolved into dust moments later, her particles discharged with a sweep of Ghoulia's tail.

Julie was furious, and not just because she accidentally took several rounds to the back due to friendly fire. She more frustrated than furious, mostly because Robecca managed to be able to go toe to toe with her. It annoyed her to no end that such primitive technology could withstand her more advanced battle suit, always ducking and swerving just out of reach.

"Luv, if you're as bad of a girlfriend as you are of a fighter, then I can see why Ben broke up with you," Robecca taunted. "You couldn't hit the side of a stockyard!"

Julie growled and drew back her fist, delivering a knuckle sandwich of an uppercut to Robecca's metal face before clenching her fists and firing off a round of energy cartridges that peppered Robecca's skin. "It's not my fault," Julie snarled as she lumbered over to Robecca's fallen form, fully prepared to crush her into scrap metal. "Ben was never devoted. He was always thought himself and how he could possibly makes better for himself alone; he used me to gain popularity, and never did anything right when he actually attempted to look good for the camera!" Julie hissed, drawing back her fist. "The only two things he ever did for me was bring me Ship and break up with me!" she yelled, thrusting her fist forward. Robecca saw the move coming and bent her knees back, aiming her her feet at Julie's face and activating her rocket boots, blasting Julie in the face with hot steam and smoke.

Julie cried out in frustration as Robecca jumped to her feet and rammed her head into Julie's gut, knocking her back as she drove her metal fists into her circuit hide one, two, three times, each time pushing her back as she increased the force behind each blow. "The only reason Ben didn't pay much attention to you was because he was saving the world and the people he cared about! How many times did he come to your rescue when you couldn't defend yourself!? How many times has he sacrificed his time to be with you when he wasn't fighting evil!? How many times did he put his life on the line for you!?" she yelled, slugging Julie in the face with each question; eventually, the bright green circuit pattern that encased Julie faded to a dull gray and Ship oozed off of Julie and into a puddle before exploding into dust.

"Ship! No!" Julie cried before Robecca delivered an upper cut and snapped her neck with a loud crack! The construct of Julie quickly dissolved into a pile of faded dust like the others had.

Frankie and ester circled off, neither one prepared to attack the other just yet. Ester had flexibility on her side, able to extend her limbs to an unknown and impossible length had raw power going for her, a massive amount of electricity coursing through her body like precious blood. But despite having so much going for her, Frankie was worried; even though she had taken down a hundred foot tall To'kustar with her parents, she was scared. That had been with her parents, with two people she felt incredibly safe with. And despite Ben lying a mere dozen feet away, completely dead to the world, and her friends at different points around the room, Frankie felt so alone. She so busy thinking, she didn't even register Ester tackling her to the ground and slugging several times in the face and leaving an ugly bruise, each filled with complete hatred. "Do you have any idea how frustrating it is to flirt with a boy only to have him finally wake up and notice some other girl!?" she yelled, grabbing Frankie by the shoulders and ramming her head into the floor. "It's a wonder he made it this far with such a lack of brains!"

Frankie gritted her teeth and shoved Ester off of her, pinning the Kraaho to the floor by her shoulders, her bolts crackling with a dangerous amount of electricity. "Listen here, bitch!" she snapped angrily; every ghoul in the room stopped what they were doing to stare at her; Frankie never swore. Never.

"Ben may need a good smack upside the head every now and then, but he really cares about you when you care about him, something you clearly didn't care for bitch! So shut the Sphinx up already!" Frankie roared.

"Ooh, and it seems Frankie Stein's spine suddenly grew three sizes today!" Genie announced as he appeared in a flash of smoke with an X-ray in hand. He then disappeared in another puff of smoke and reappeared next to Ben, snapping his fingers and making a first aid kit appear before Jinafire's hands. "Hope ya know what your doing, kid," he told her before quickly donning a wrestling announcer's outfit and turning his hand into a microphone.

"In this corner weighing in at 175 lbs, the Ice Queen herself! Ester Kraahooooooo!" Genie cried. "And in this corner, weighing in at an undisclosed weight, the Beauty Beyond the Grave! Frankie Steeeeiiiin!" he added as Ester and Frankie rolled around on the floor, thrashing about as they yanked on each others hair and punched each other repeatedly in the face. "Frankie's got 'er in a half-nelson! Now Frankie's got 'er in a full-nelson! Oh, and now it's the dreaded Ozzie Nelson! Oh, I wish you could see this folks but for broadcasting standards we are forced to sensor it!" Genie announced dramatically, biting his nails as he talked. "And now she's actually managed to beat her into a pile of dust, folks! We'll be right back after these messages!"

"Should you not be helping Gigi and Whisp?" Jinafire asked Genie as she bandaged Ben's hand, Skurd yelling insults in Ben's ear in the hopes of waking him up.

"I figured the lil' ladies might be able ta handle themselves," Genie explained, quickly assuming the form of a cowboy and tipping his hat off to Jinafire just before a slimy green hand slithered up through the cracks in the floor and latched onto his leg.

"The ladies just keep their hands off of me!" Genie joked before the hand pulled him back through the floor, leaving behind his cowboy hat. Jinafire starred at it for a few seconds before returning to the task of patching Ben back up.

Nefera gulped and gripped her Katana blades tightly as she and Gwen faced off. "You honestly believe you can defeat me? All I have to do is light one of your precious bandages and you're done for!" Gwen smiled maliciously, her hands suddenly coated in violet colored flames as her skin turned a dangerous pink in color, her features becoming less obvious as she assumed her Anodite form. "I can't believe Ben ever turned his attention away from doing his job to someone as pathetic as you." she said, swinging her fists in an attempt to ignite Nefera. The mummy just barely managed to cross her swords in front of her face to block a blow before leaping back to avoid the other blow.

"Stop insulting my boyfriend!" Nefera, taking the moment to attack back with wild and unpredictable swings aimed at Gwen's head. "Sure, he may be reckless from time to time, but at least he's reckless because he's trying to protect those he loves!"

"Please," Gwen rolled her eyes, the fire on her hands flickering out to be replaced by two glowing orbs of mana. "He's nothing but a selfish brat. He's been that way ever since he was ten, and he always will be." she scoffed before firing off the balls of mana at Nefera, who stayed just out of reach as she ran away from the fight and a short distance up the wall, pushing off with her feet to flip over in the air and bring down her blades, managing to slip the construct on the shoulder; fine dust began to poor from the wound as Nefera continued to attack. "He's not selfish! He really cares about people, enough to bring them out from their bumbling time in the darkness and out into the light! Just like me." she whispered the last part before giving a yell and thrust her Katana blades forward, stabbing Gwen through the gut. Nefera quickly pulled out one of the blades and decapitated the construct, watching with satisfaction as it exploded into a pile of dust.

"AAAAAARRGH!" Zs'Skayr howled angrily, gripping his scythe tightly. "If I can't win this war, I will at least destroy you all!" he yelled, swooping down from the ceiling and swinging his blade in an attempt to kill the ghouls. Jinaifre bit her lip and quickly turned to Ben; his head had been bandaged and his arm was in a sling, a double row of bandages around his ribs and several small wounds that had been left untreated for the time being decorated his body. She knew it was dangerous, at that Ben could possibly die if she went through with the thought in her head, but it was the only way they were going to end Zs'Skayr once and for all. The dragon decided to take the risk and reached with a hand for the Omnitrix, Skurd, too distracted with insulting Ben to notice as she cycled through his roster of aliens, going through the different forms before picking one she hoped would help. She selected the transformation and pushed down on the activation button, a green light enveloping Ben as the watch did its work. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto his chest and arms, metallic nozzles sprouting from his shoulders and arms and connecting directly into his bloodstream. More nozzles formed on his body, his feet forming large single toes as he lost a single digit on his finger. A green colored containment suit of some kind, green gauntlets forming on his wrists and white gloves on his hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body and the Omnitrix and Skurd forming near his mouth, acting like a gas mask of some kind.

"Ugh, what happen?" Gutrot groaned, holding his aching head with a gloved hand. "Someone get the number on that truck?"

"Ben, listen to me. The constructs are gone, but Zs'Skayr is still in power." Jinafire quickly explained.

"Say no more," Gutrot grunted, hauling himself to his feet as his chemical innards mixed and blended together into a noxious soup; the ghouls were keeping Zs'Skayr distracted, darting in with their weapons before leaping out of harms way, taunting him; but they were tiring. Zs'Skayr had been hovering up near the ceiling, fully rested as he watched the ghouls tumble about, exhausting themselves. Eventually, they would slip up, and Zs'Skayr would get a lucky shot. Not if Gutrot had anything to say about it though.

"Hit the dirt!" he yelled as he raised his hands at an unaware Zs'Skayr. "Not you, Jin. I need ya to light 'em up when I say so." he told Jinafire. The dragon nodded and ducked behind and under Gutrot asa colorless gas blasted out of the nozzles on Gutrot's body, shooting right out at Zs'Skayr and covering him in the stuff.

"NOW!" Gutrot ordered. Jinafire quickly popped back up to her feet and opened her jaws, releasing a jet of flame aimed at the vaporous cloud that engulfed Zs'Skayr. The reaction was immediate as a massive, fiery explosion fill the room, just barely scraping Gutrot and the ghouls as they scrambled to the edges of the explosion; Zs'Skayr was not so lucky.

"AHHHHHHHHHHHHHH!" he screamed in agony, the light getting stronger and stronger as the chemicals reacted with each other. "I will get you Tennyson! I will get you if it's the last thing I do!" he howled as every fiber of his being, every atom, every molecule was suddenly ripped apart at the core, Zs'Skayr becoming scattered throughout the room.

"What was that?" Jinafire asked Gutrot as the Omnitrix timed out and reverted the chemical-bound alien back into Ben.

"If I remember, it was magnesium and pure oxygen. I think," Ben muttered. Silence followed as the ghouls all climbed to their feet, Ben walking to spot where Zs'Skayr had met his demise; all that remained of the maniacal Ectonurite was his scythe, slightly charred from the previous explosion. Ben bent down and curled his fingers around the burnt handle of the weapon, the scythe slightly heavier than he had anticipated, but not so much that it was painful. A slight breeze tickled the back of his neck, and he turned to see a short hallway leading out to a balcony that overlooked the castle grounds. Without a word, Ben turned to the hallway, dragging the weapon behind him as the ghouls followed him out onto the balacony.

They were met with a scene of destruction. Bodies lay everywhere, forming a sea of black and purple that covered nearly every available surface. The smell of drying blood choked the air with its thick scent, the smell oddly pleasurable to Ben; considering the circumstances, it wasn't so strange though. A few fallen Walkers lay like islands among the ocean of bodies, Ben thankful that he didn't see anyone dressed in green among the dead. He did see green however, though it was moving a little ways off. It was the Rebellion troops, finishing off the last of the infected army.

Ben stabbed two fingers into his mouth, letting out a shrill whistling that echoed across the war torn landscape. The group of green immediately tensed up, turning towards the source of the noise before they realized who it was and relaxed. With a victorious smirk, Ben turned to look at Ghoulia and his ghouls. Despite them having been scuffed up, been thrust into this mad whirlwind of war, they had stood by him through thick and thin. And he was proud of them. With the smug smile still on his face, he walked to the edge of the balcony and raised the scythe above his head to show his followers the fruits of their labors.

A massive victory cheer went up upon seeing the weapon of their enemy in the hands of their new leader who, despite his injuries, had lead them to victory.

Ben felt a sudden tapping on his shoulder and he turned to see Jinafire standing next to him, her golden colored scales flushed a deep red as she took Ben's hand in his and hugged him tight. And then, with Ben still holding Zs'Skayr's weapon of destruction over his head for the exhausted Rebellion troops to see, Jinafire took his lips in hers, slithering her long, reptilian tongue between them and enjoying her first true kiss with her lover, her tail curling protectively around his waist as he held her close.

Despite the loss of their Glorious leader, despite the loss of several loyal troop members, despite the much pain and sorrow the war had brought them, they had won.

Finally, after fifty years, the war had ended.

And done! Finally!

First off, let me just say that I am glad that I am done with this arc and chapter. It's not that I didn't enjoy writing it, no, it was what I had to do to get here. Honestly, I had nearly finished typing this thing out late last night on my iphone, nearly done and ready to post it when my finger slips and sends me back to the previous page. I don't know why I didn't do it, but I didn't save before and everything I had typed was lost, almost seven BEEP! Pages!

Okay, okay. I'm calm, I'm cool.

Another thing to bring up is that in no way or form are the constructs that the ghouls fought actually the girls from Ben's universe. They are merely figments of Ben's imagination brought to life by magic, something that Kevin can't stand wherever his car is concerned.

Now then, I hope you all enjoyed Genie's cameo/appearance in this story, and please tell me how I did. Honestly, next to to Hades and several other characters, the Genie is one of my all time favorite Disney characters. And like with Hades, he definitely deserved an appearance in this story, especially since we have both Gigi and Whisp. Love it, hate it, let me know.

As always, comment, review, suggest, and request down below!

Hasta Luego!