Within his huge modern and advanced lab, Azmuth and his assistant - Myaxx were working on strange black pyramid-like with green circuit patterns. Using her powerful tentacles, she assisted in holding things still and allowing Azmuth to require the more delicate parts. They were testing and checking on the technology's function until they heard some shouts from other Galvans especially an old and grumpy's voice.

"Azmuth, I can't take it anymore!", Max entered through the giant door that lead into the lab, to which Myaxx looked at him while Azmuth didn't. "You've gotta do something about Alex."

"As you can see, I'm exceedingly busy." Azmuth remarked in annoyance. He continued checking on Galvan Pad before he looked up at Myaxx. "If you would, could you modify the power cycle."

This earned an annoyed growl from Myaxx. "If I were you, I'd deal with whatever problem he has before even more come pouring in. It's bad enough you've been postponing his appointment.", her anger turned into a dry tone as she just rolled her pupil-less eye.

"Hmmm.", Azmuth rethought his decision. "Fine, whatever problem you have, Myaxx can deal with it."

"Of course you'd do that.", Myaxx let's out a sigh as she pinched the bridge between her eyes. "Okay, Magister Tennyson, what did the brat do this time?"

And just before Max could explain, something budged in and went around of the lab while shouting happily and excitingly. This annoyed Max while surprised Myaxx.

"Wow! Cool! What's this?! What's that! Wow, it's heavy!", Drag Racer sped around like a hyperactive child with equal childish curiosity

Max sighed in annoyance as he turned and found Gwen and Ben entered the lab. He groaned in disappointment was he had his hand on forehead while shaken it. "I told you stay in Ship!"

"SHIIP!", Ship called out angrily as his head emerged from his backpack form on Ben's back.

"Don't look at me, grandpa! Alex wouldn't listen, as usual," Gwen complained in annoyance, "He keep insisting like 'I wanna see a lab! I wanna see a lab now'!"

"And this time I didn't even do anything.", Ben says with a slight shrug.

"Man this place is wicked! Did you see that hula hoop thing? It makes some crazy lightening!", Drag Racer said as his visor slid back down. "Oh! What's that! Neat!", he says before zipping off.

Myaxx hummed thoughtfully while looking at Drag Racer running around the lab. She turned to Max and asked, "So, how long has he been in Kineceleran form? He should have timeout by now."

"That's the problem!", Max complained in annoyance and anger, "The Omnitrix is malfunctioning! And no, he did not activate the Master Control again. Alex has been trapped in different alien for almost a week! His mom even called me to drag his butt out before he turns into a To'Kustar and demolish their house!"

"Blame Gwen for that one.", both Drag Racer and Ben said together.

"WHAT?!", Gwen yelled out as the two just shrugged.

"I mean it was your magic that caused this."

"Only because Alex was messing around with his powers again!"

"Hey, my fans deserve a performance with each battle!", ever since his identity was out, Alex found himself a bit more liberated than usual. Though he thought it was bad thing at first, it definitely has its benefits.

"Want me deal with this, boss?" Myaxx asked curiously.

"No, Myaxx. That is hardly difficult priority to deal with now," Azmuth rebuffed calmly and firmly. A sudden explosion occurred, causing Azmuth to turn and found a giant sphere bulb-like had been damaged, the culprit right next to it. Azmuth let out an annoyed sigh. "That was electric regeneration module! Alex Tennant, I needed that!"

Drag Racer chuckled uneasily. "Sorry...", his visor sliding down again.

"Not so funny when it's your stuff he's messing with, is it?", Max looked at Azmuth with sly expression.

Azmuth sighed in annoyance, "Very well. I will deal with it.", with a simple glance at the Omnitrix emblem on his chest, it began timing out without even being near him. A bright red flash filled the lab as Alex stood there, yawning as he popped his neck.

Max sighed in relief, "Thank goodness."

"It's been so long, I'd almost forgot what you look like, doofus." Gwen remarked in amusement. Alex responded by smacking her on the back of head.

"Well, I'm glad that's over," Max said in relief, "Anyway, thanks for the help, Azmuth. We should be leaving now."

"Dont be so hasty, human.", Azmuth exclaimed firmly. Everyone looked at him. He continued, "If the Omnitrix malfunction like today, I have to check on it, just in case.", he says as he began floating up. "If the sorceress did do something, the excess mana could cause some issues.

Alex and Ben, even Ship, looked at Gwen with smug expressions. "Okay, maybe I went a bit overboard. Sorry."

"So, how long does fixing glitches takes?", Max asked as he turned to the creator.

"Not long at all.", Azmuth stated calmly. "Just making sure that Omnitrix function well while not glitching too many times especially trying to access Master Control and that Randomizer Mode. There's no telling what kind of damages the mana could've inflicted."

"Look at the bright side, you didn't activate the SDM signal." Myaxx remarked sarcastically.

"Yeah, that would've been a shitfest.", Alex stated calmly as the Tennyson trio did not want to be reminded of this.


At small swamp area, two Galvan Troopers were patrolling and guarding the outpost. They were chatting with each other about the joke they make. Suddenly, they heard some explosion noise. They looked up and found a burning form of strange object. In high speed, it was heading straight towards the swamp.

The meteor hit on the swamp hard. Galvan Troopers looked suspicious and concern. They looked at each other for the moment. They nodded in agreement. They activated their jetpacks as they headed straight to the area, rather than a meteor they found something much worst.

A black mass erupted from the swamp, taking on a humanoid form that appeared to be more emancipated and deformed. It's tall and lanky body covered by yellow markings poorly mimicking a skeletal structure. "Halt, Galvanic Mechamorph subspecies!"

"You are forbidden from entering the city, you were instructed to stay on Galvan B until-!", the two Galvan Guards were grabbed by his comparatively gigantic hands.

It's deformed body seem to twitch as if he was glitching, his eye rearranging itself into an angered expression. "Never call me a subspecies, AGAIN!", his hands began to glow yellow, the same yellow cracks formed around his hand as the Galvan's armor began to crack before turning grey and ultimately crumbling into dust.

"Azmuth... AZZZZZMUTH!", a monstrous maw formed on his skinny head as he leapt up, the black mass began to shape and form into a jet pack located on his back. Rocketing to the city at terrifying speeds with a yellow energy following behind.

The only conscious Galvan Trooper quivered in shock and fear briefly. He shook his head before activated his com-link. "Command! This is Gamma Outpost Patrol! Mechamorph's approaching to capital city! I repeat! Code Red! High Alert! And get me a medic now!"

The broken Mechamorph snarled in anger as he was flying straight to Galvan's Capital City. Repeating Azmuth's name with such hate and disdain you could fe it within your bones.

"AZZZZZMUTH! AZZZZZZZZMUTH!!!!"


"Are we done yet?", Ben said impatiently, Ship slapping the back of his head in a way reminiscent of his biological father. "Ow-!"

"Actually we're nearly done.", Azmuth said as he used his connection to the Omnitrix to look within it. "Thankfully the mana isn't too abundant to cause any substantial problems besides an inconsistent time out."

"So, how is he doing that again?", Gwen asked the Chimeran.

"Azmuth was paranoid enough to develop a technopathic link to the Omnitrix, meaning he can just take it from Alex whenever he wants to without touching it or some random bullshit like that.", Myaxx casually says, not bothering to elaborate simply because she didn't care.

"It's far more complicated than that. But that's the cliff notes of it, if that's what you want to call it.", Azmuth waved his hand before he looked at Alex. "As I expected, you won't deal with that many issues for the next few days, nothing as egregious such as that."

"Good, you have any idea how hard it is to sleep when you're switching from VastMass to Battery Acid?", Alex did not at all like it, he had used Trench Monkey's webbing to make a hammock... which failed.

[CODE YELLOW! I REPEAT CODE YELLOW! MECHAMORPH INVADING CAPITAL CITY! WE'RE UNDER ATTACK!]

Azmuth gasped in shock as he dropped his screwdriver down. "Not now! Of all times!"

"What's going on?" Max demanded.

"No time! I have to stop him now," Azmuth exclaimed in concern as his head snapped to Myaxx." Myaxx, continue your work! I'll try to hold him off." He turned to Tennysons. "As for you four-", Azmuth noticed Alex was gone, as if he vanished into thin air.

"Anything is better than sitting here", Alex exclaimed from the entrance before vanishing in a green flash.

"How in the blazes can someone so talkative move so quietly?", not even the brightest mind in the Universe could comprehend the strange nature of Alex.

Azmuth headed to the lift, which led him straight to the ground floor. Both Myaxx and Albedo headed back to the lab in working on project Azmuth has been working on.

"I don't know about you, I'm not gonna sit here and do nothing," Ben said confidently and firmly, Ship nodding before Azmuth threw his staff at him.

"If you value that creature, you three will stay here until I say otherwise.", Azmuth said as Ship looked at him, almost as if he had an instinctive understanding of the situation before nodding.

"Well we can't just stand here.", Gwen crossed her arms as her mana surged from her body.

"Unfortunately, that's all you can do.", Azmuth said firmly.


The mysterious broken Mechamorph continued destroying the cities while terrifying and terrorizing the Galvan Citizens. Galvanic army and their armored walking tanks were attacking him while covering the citizens' evacuation and escapes.

Though Mechamorph felt pain from the blasts and attacks, he endured it while approaching his enemies with a feral noise. With one swing of his dangerously sharp, he repelled Galvan Troopers and their tanks away from him. They all took heavy damages and injuries. He roared in primitive anger as he continued attacking the Galvans.

"Azmuth! Come out now!", the Mechamorph exclaimed in anger, "NOW! Or I'll rip this city into PIEC- GRAAAAAH!", the yellow Mechamorph was blasted away by a powerful beam of blue electricity.

"Oh c'mon, think about all the poor little orphan tadpoles!", Powersurge quipped with his signature grin, the yellow Mechamorphed yelled in anger before launching himself forward at terrifying speeds. The emaciated creature swung his arms down but they were caught by Powersurge.

Powersurge was genuinely surprised at his strength before knocking him back with a powerful front kick. "AZMUTH! AZMUTH! I'M COMING FOR YOU!", the Mechamorph roared before ripping a chunk away from a building and throwing it at Aux Cord.

"Come give a try jackass!", the reptilian Cyclopes used his incredible strength to break through the rubble before unleashing a straight beam of energy at the Mechamorph. The beam connected and sent the yellow and black creature into the building behind him. "Oops-"

The resulting dust cloud hindered his vision, so in response he lifted up his head tendrils to sniff him out, so to speak. The electrical signals the Mechamorph gave off was no longer in front of him... instead it was right behind him.

Powersurge quickly dodged an incoming slash that could've ended his life, dropping to the ground he sweeper the yellow Mechamorph off his feet, propelling himself up with energy and slamming him into the ground with enough force to create an indent.

"I'll be taking that free energy thank you. Y'know what? Ben was right, Powersurge rules!", Powersurge stated with a smug grin before he heard the familiar beeping, though it sounded off, it kept cutting out before he erupted in a red flash and returned to his human form. "Of course-"

"Get off me human!", the Mechamorph hissed before backhanding him away into a building. Yellow energy began to surround its misshaped eye. "The Omnitrix. I want it!"

"You and everyone else dude, get in line.", Alex smirked as he imputed a code, thankfully he got it right on the first try this time. The red quickly flashed to green, quickly activating and slamming down he erupted in a brilliant green flash.

Muscle Bound stood there looking at his four hands. "Was hopin for Shock Jock, but I'll work with this.", he said with a grin as he brought his hands back before snapping them forward to create a powerful sonic clap. This knocked the Mechamorph off balance, closing the gap with a powerful shoulder tackle he sent it through several of the smaller buildings.

The yellow Mechamorph's body began to glitch, it hissed in both rage and what seemed like pain before digging his claws into the ground and charged forwards at him. Muscle Bound threw a two fisted jab that the Mechamorph easily dodged and responded with his own punch and a slash to his stomach that barely broke the skin.

"Ow, piece of shit.", Muscle Bound grabbed his giant hand and round house kicked it back, the moment there was some distance he lifted his arms up and slammed them into the ground. The resulting shockwave threw the Mechamorph off balance, leaving it open for a powerful uppercut that sent it flying into the air.

"It's going, it's going.", Muscle Bound narrowed his eyes as the yellow and black creature landed in the base of Azmurh's tower. "AND ITS A HOME RUN FOLKS!", he shook his own hands with a big grin on his face before using his powerful legs to leap into the air, landing in front of the building and then crawling up.

He peered his head into the building and threw himself in. It's yellow markings were now dull, Muscle Bound nodded thinking he handlers the threat before being blasted with a powerful yellow energy beam, sending rocketing through the floors and getting his head stuck in the floor of the main lab.

"Alex! Are you alright?", Gwen knelt down as she flicked his black hair out of his face.

"Ship?", Ship peers down at his biological father.

"Gimme a second, just need to Uh... rest for a bit.", Muscle Bound would be lying if he said he didn't feel a bit of pain, it's actually surprising how strong that Mechamorph is... speaking of which.

"AZMUTH!"

Black ooze leaked out the crack of the sliding door as it reformed into its true shape, the ever so glitching skeletal body walked forward with a limp, letting out pained grunts and growls of anger. "

"Grandpa, why is this Upgrade different?" Gwen asked in concern, "He looked very sick."

Max hummed in concern, "I wish I knew. And something tells me that this Mechamorph got some serious condition, and only Azmuth knows it."

Ben looked at Ship, who's body began quivering in fear as he slithered down to become more of a watch like shape rather than a backpack. "Ship? What's wrong?", Ship didn't say anything, more just kept quiet out of what looked like fear.

"All will be explained, I can guarantee that.", Azmuth said as Myaxx stood in front of him with a weaponized staff.

"Move you I-I-insect!", the Mechamorph grabbed the staff and backhanded Myaxx into one of the many machines with ease. "AZMUTH! WHERE IS MY UPGRADE!"

"Malware, this is not the way.", Azmuth stated calmly yet he had a hint of anxiety.

"Yo-You promised me an upgrade! You said you'd ma-make me li-like the o-others!", the now named Malware exclaimed, his voice sputtering as he spoke.

"Your condition is extremely complex but I have been putting tireless effort into making a cure.", Azmuth said sternly, his staff hitting the ground to emphasize it. "I will give it to you soon."

"NO! LIES! IVE HAD ENOUGH OF ALL TH-TheSE FALSE PROMISES!", Malware's singular deformed eye began twitching with anger, his head snapping backwards to see that black pyramid with the green circuitry pattern. "THERE! Give it to me!", his body snapped to match his head placement as he walked towards it. "NOW!"

"It's not finished yet, moron-", Myaxx was quickly silenced as a large dagger was pointed at her eye.

Azmuth nodded as he floated towards Malware to explain. "Myaxx is correct, the secondary helix is not entirely finished, to use it right now could cause untold destruction. Please, I need more time."

"NOOO! I dont care for the consequences! I want to be healed N-NOW!!", Malware's chest opened up, black tendrils grabbed the secondary helix and pulled it into his body. "And if you won't help me! I'll g-ge-get so-someone who will!", the jet pack reformed on his back as he took off at high speed out of the window.

And all they could do now is watch their enemy flying away. Within a green flash, Melthing hovered above them and detransformed in the same green flash, reverting to Alex. "So, care to explain?"

"I will soon, let us make haste.", Azmuth leapt onto Myaxx's shoulder as they ran out of the complex and outside, smoke rose to the sky as the gigantic black moon was above the green sky.

"This is hopeless. Malware's flew off the planet, who know where he could be!", Gwen said as she wasn't too sure her tracking ability could follow that far.

"Not necessarily.", Myaxx protested. "He doesn't have a Hyperspace Drive nor a FTL Engine in his systems."

Ben hummed in uncertainty, "That's good because..."

"He can't leave the Galvan Prime system yet. We still have the chance to track him." Max explained calmly and firmly, "Ship could you-"

"SHIP!!!!!", Ship yelped in distress in fear, looking around with fight before lowering his head back into the watch shape

"He doesn't want to for some reason.", Ben was worried for his little friend, he's never seemed Ship so deathly afraid of anyone or anything.

"That's alright, we can take my ship. And secondly, we don't need to find him. I know where he is now," Azmuth explained calmly, with everyone turning to look at him he continued, "He's at Galvan B or known as Mechamorph's Moon Colony.", the Tennyson Trio and their plus one. "It's long story."

"Tell us on the way. Time is wasting.", Max said firmly.


Due to the ship being fairly small, simply being the head of one of Vilgax's mechadroids, only Alex, Max, Myaxx and obviously Azmuth climbed aboard. The ship rocketing off towards the moon of the Galvan's home planet.

"The ship is pretty small, but I could just turn into Dunebug to give Ben and Gwen more space in here. Plus I'm pretty sure Ship would be useful against him.", Alex said as Myaxx grabbed his shoulder with a firm grip.

"Sorry, but it isn't that simple.", Myaxx said as Azmuth sighed.

"Galvan B was once much like Earth's Moon; miles of dead rocks, no atmosphere, no day or night," Azmuth explained calmly. "It was the perfect environment to conduct a planet wide experiment, a place upon which live will thrive. The results were beyond anything I could hope for. Not only was Galvan B inhabitable, but-"

"Is there always a but with him?"

"You'd be surprised, makes me wonder if he's as smart as he says."

Azmuth coughed, which caused Alex and Myaxx to keep quiet. "Far smarter than even I can comprehend as there was... unforeseen consequences. My experiment had inadvertently prompted the creation of a brand new tech-organic species - Mechamorphs. We, Galvans, have no right to colonize their world. Instead, we gave it to them. Thus, named it 'Mechamorph's Moon Colony'. With our help, they build the entire civilization in mere days. They were peaceful neighbors. My Helix Experiment was success beyond my wildest dream... and a failure behind my wildest nightmare."

Azmuth could recall the day a black and yellow striped ooze leaked from the helix that gave birth to them in the first place. "Malware, an incomplete Mechamorph, its life code interrupted and corrupted during his birth. Unlike all the others of his kind, Malware had the ability to not just mimic tech but became him... but at the terrible price. I've tried many times to help him, making him like the others," Azmuth said in guilt, "Malware's condition... is intriguingly complex. And his volatile nature is challenging."

Myaxx sighed, "He means he's trying his best to fix Malware. And believe me, that Mechamorph got ticked off from waiting for answers. And it's not easy to calm that nutcase down when we're still working on the project."

"So that's why Ship was so afraid, he knew what would happen if he fought him.", Alex didn't know himself, assumed his instincts alerted him.

"Correct.", Azmuth affirmed as they entered the atmosphere.

Max hummed in concern mixed with a bit of uncertainty. "From what I can guess, whatever he's planning on doing could spell disaster for all of us."

Azmuth nodded in agreement. "Indeed. I believe Malware is going to link the old Helix with new one he stole, to try rewrite his code. But I fear the worst if he used it incorrectly."

"The Primary and Secondary Helixes utilize different energies. If something goes bad then an explosion that'll make the Omnitrix blowing up seem like a piece of cake.", Myaxx stated, Max and Alex knew the Omnitrix could destroy the universe, but if Malware's worst?

"Then we better hurry.", Max said as they saw on the ships monitors that they were in the process of landing, what laid before them was miles upon miles of graves with stone Mechamorphs attempting to crawl out before being reduced to such a state.

"Are they dead?", Alex asked with a straight face.

"Not yet.", Azmuth answered as the doors to the ship opened up. "They've been corroded and withered to nearly the point of none-existence."

"Is there anyway we can help them?" Max asked.

"Only if I act immediately. I need to use my ship's power supply." Azmuth as they walk walked out of the ship. "If I'm to save these Mechamorphs, I'm afraid that you have to face Malware alone, without me. If I guess correctly, then he must be at Mechamorph's Helix Tower."

"If that's the case, I'm staying with you, boss.", Myaxx said calmly.

"Got it, so Alex and I will deal with Malware," Max said firmly as he prepared as he lifted up his shirt to show off a utility belt. "We're gonna need all the help we can get to deal with this corrupted Mechamorph.", he pulled out a small orb before crushing it in his hands, it erupted into steel hits before reforming into a large, black and silver rifle.

Alex looked over at the spire that laid ahead, he assumed that's where the helix was and especially Malware. "I feel bad for the guy, being in so much pain and all.", Alex had already activated the Omnitrix, a familiar fire headed silhouette appeared in the diamond shape as pressed down on it.

The second after the green flash erupted, fire surrounded Sunburn along with some leaving the gaps of his rock formations. "So I'm gonna put this bitch out of his misery!"

"Alex, we need to come up with a plan of attack. We can't just go in half cocked.", Max sternly said as he stood just a bit away from the superheated figure.

"Oh I've got a plan, it's called attack.", Sunburn's bright flames flashed to blue for the briefest of seconds.

At Mechamorph Helix Tower, some familiar galvan was working on the secondary Helix in connecting with the primary Helix. Malware groaned angrily as he waited impatiently while muttered in anger and annoyance about it. "What are you waiting for?! I-I want my uPGRADE NOW!!" Malware exclaimed in anger as he slammed his fists on the ground hard. "Finish the helix. Rewrite my life code."

The Galvan was Albedo, who groaned in annoyance while working in fixing and wiring two Helixes together, "It would have held if you stop smashing everything in sight.", he scoffed in some form of amusement.

"But bringing me here was indeed intelligent move you make to complete it, even smarter of you to w cause my Ultimatrix to malfunction. Besides Azmuth himself, I'm the only Galvan with efficient and intelligent enough to-!", Albedo looked over to see Malware had stretched his neck to get closer.

"M-mention how smart you are once more, and I will end you right here. You're as much of a failure as I am.", Malware hissed as Albedo just rolled his eyes in annoyance.

"I can say this, you are a failure.", Sunburn said behind him, causing Malware to whip around.

"Do n-n-not interfere! This upgrade is my right!", Malware pointed his sharp claw at him.

"Azmuth said-", Sunburn was sent tumbling into the ground by Malware's optic energy blast. "Rude."

"Azmuth s-says lots of things. But where is he now?", the corrupted Mechamorph's massive hands whipped the air as he moved them up to gesture at the lack of the First Thinker.

"Just right outside, tryna save all those Mechamorph's.", Sunburn grinned as Malware hissed, sprinting at him and raising his hand to stab at him. Sunburn flipped up and jumped off his head, keeping himself in the air.

"OF COURSE HE WOULD! They are his p-p-perfect creations! They des-deserve to be destroyed!", Malware snapped around as Sunburn crossed his arms.

"I think you've got it backwards, you fucking subspecies!", Sunburn remarked with a sick grin as Malware's body spiked, he let out a hiss again before leaping up for the kill. Malware was an inch away before being blasted away by green energy.

"Keep your claws away from him!", Max exclaimed as Sunburn gave him a thumbs up. "I'll stop Albedo, you hold Malware off!", he says a she sprinted towards the Helix.

Malware let out a hiss, yellow energy surged from his body as he created the jet pack once more. Sunburn snapped his head forward to see Malware had closed the distance between them for a stab, the Pyronite teen parried the attack and spun kicked him in the head using his flames to spin himself.

"Die!", Malware threw a left hook that was easily dodged and responded with two jabs to his chest cavity by Sumburn, his eyes widened as Malware's eye beam charged up. He propelled himself back as Malware released the powerful blast, with a quick flash of his blue flames he countered the beam and flew right at him.

Malware unleashed another beam as Sunburn used his fire blasts to propel himself out of the way and closer to him. The moment the Pyronite got close, Malware sliced at him but completely missed and was met with Sunburn flashing into his blue flames and releasing a barrage of strikes to his face

The corrupted Mechamorph howled in pain and anger as he back handed Sunburn away, sending him tumbling to the ground. Malware dropped down and sprinted at him, Sunburn quickly got on his hands and shot out a few fireballs from his feet that Malware easily sped through. "Shit!", Alex cursed as he created a blade of flames, sliding underneath Malware and slicing his ankle.

"I-I-I-I'm going to k-kill you!", Malware hissed as his ankle healed, spinning around to slice at his body but was countered by a blast of blue flames.

"I-I-I-I-I don't think so!", Sunburn mockingly stuttered in response as he slammed the ground with his hands, causing small bits of the ground to jump up and be imbued by his flames. The Pyronite sprinted forward with his rock pellets erupting into flames, throwing a left hook they rocketed forwards and into Malware's body.

This, however, didn't stop Malware's charge at him and slammed him into the ground with his massive hand. Sunburn scowled and released a stream of flames from his mouth.

"Stop fiddling with that thing. We're getting out, now!", Max exclaimed as he held his rifle in his arms, his hands now adorned gloves with metallic shells over his knuckles.

"Unfortunately I can't. If I don't complete the link with the Primary Helix, the Secondary Helix will spiral out of control and destroy the moon with us on it.", Albedo says with a surprising amount of calmness, after linking it the helix turned red. He quickly sprinted out as the door that led inside snapped shut.

Red energy surged from the Primary Helix, causing the room to turn that exact same red energy. The four glowing bars began to glow with an intensity unlike any has seen, a pillar of that red energy erupted from the Helix and into the sky.

"I must say, I'm impressed that I can work under these conditions.", Albedo says with a smug expression.

As Malware was pinned to the ground and met with a flurry of punches from Sunburn, the red light caught his attention. "A-At last I will be cured!", his arms extended forward and grabbed two of the four bars, red energy wrapping around his body as he kicked off Sunburn.

"Ow!", Sunburn rubbed his stomach as Malware laughed, using his arms to prop himself up and dragged himself to the Helix.

"YES! ITS WORKING! I CAN FEEL MY LIFE CODE CHANGING!", Malware's voice sputtered through different octaves as he shook with excitement.

"So did he just win?", Sunburn looked down at Albedo who just looked back up at him, smirking.

"Give it a second.", Albedo crossed his arms as Malware began to scream as the surge intensified even more so, his yellow markings being filled with that red energy as it erupted out of his eye and soon after his entire body exploded with that energy.

The red energy surge had vanished, a small crater left where Malware had stood as the Helix room had returned to its original state. "Huh. Nice.", Sunburn says as he detransformed. "Gotta say Albedo, I forget you're smart sometimes.", Alex says smugly.

"I created my Ultimatrix in a jail cell and you still doubt me?", Albedo retorted with the same amount of smugness. "By managing the power cycles of both Helixes, I caused an overload just as the Mechamorph touched the control rod. Top that, human."

"Remind me why I shouldn't stomp you into a meat paste?", Alex crossed his arms as Max rolled his eyes. Though he'd admit it, at least Alex and Albedo weren't trying to kill each other.

A low pitched humming, no, a groan was heard as a large black claw erupted from the crater with a red glow following it. Max aimed his rifle at it as Alex prepared the Omnitrix, Albedo was shocked.

Malware crawled out of the crater, his entire body was still made of that black mass but he was no longer emaciated, he now had a more muscular humanoid form with a sharp pointed head. He gained a glowing yellow symbol resembling a four-pointed star on his neck, directly below his eye, and the circuit patterns on his body were red instead of yellow. "Upgrade. Complete!", Malware's deep, clear voice echoed through the room as red energy surged around his body.

"You were saying?", Alex looked down at Albedo.

"I've made only a minor miscalculation."

"I. Am. Complete!", Malware says with ominous satisfaction, his body no longer spiking. The feeling of missing something was filled to the brim with energy.

"You have what you wanted. Now you're like the rest of the Mechamorphs.", Albedo states as a malicious chuckle was heard.

"No. What I am now, I'm so much more than they are and ever will be.", Malware says as the energy seeped back into his body. "I am superior."

"Jesus Christ just get your evil speech over with.", Alex waved this off with his usual nonchalant attitude.

"Evil? No, I prefer the term visionary actually. I feel an immense power building inside of me! I see a world only I can create! It was Azmuth who thought me flawed. He gave me the name Malware after all.", Malware extended his arm at nightmarish speeds to grab Max's rifle and effortlessly yanked it out of his grasp and towards him with that same speed. "But I'm not the flawed one, it is the rest of my brethren that are inferior to I.", his sharp claws began to wrap around the weapon, slithering inside its inner workings as his arm began to devour it. "They bend and stretch, mimic and manipulate only what others have created. I do not upgrade others creations, in fact, they upgrade me!"

The Plumber Rifle has been absorbed into Malware, his arm now shaped to be that rifle's nightmarish yet futuristic counterpart, red energy surged around the barrel. "And I will upgrade myself with Azmuth's greatest creation.", Malware says with his star-like mouth carving into a sick grin.

Alex knew why he was as grinning as his eyes glanced at the Omnitrix. "If Vilgax couldn't get it, I doubt you can.", he slammed on the Omnitrix and was covered by a green flash, Oculus stood there with a grin. "But I'd love to see you try it!"

Malware blasted at them with red energy, the multi eyed alien responded in kind with his own beam. "Accept the inevitable!", Malware exclaimed as Max scooped up Albedo and ran out of the way. Oculus grinned as he rolled out of the way and began blasting at him with his extended eye stalks.

The upgraded Mechamorph hissed as he used his new weapon to fire at Alex, Oculus skillfully dodged the beams before releasing his own. His massive eye extending forward and blasting Malware with full force, the Mechamorph let out a growl before he began firing at him again.

The Helix Tower began shaking as Malware kept unleashing powerful blasts at the nimble Opticoid. "Alex! Break off! This place is gonna fall apart!"

"Don't worry about me, I got this handled!", Oculus grinned a the falling pieces of the tower, leaping into Dunebug as he created a small ball of plasma from his mouth. Landing ontop of it, he began speeding around Malware on this plasma ball that grew bigger and bigger.

"I find that hard to believe.", Albedo says with a grin before Max flicked him on the back of the head.

"Hold still!", Malware hissed as Dunebug let out a sound similar to a laugh before kicking the plasma ball. Malware's eyes widened as the ball collided with him before he could even move out the way, resulting in a powerful green explosion that shook the tower.

Malware roared in anger before being slammed across the room by Wrecking Ball, he looked up and kicked the speeding ball. Slamming his hand into the ground, a giant black and red hand punched Wrecking Ball into the wall and pinned him there.

"Why struggle?", the hand began to morph back into the shape of Malware as the rest of his biomass joined him. Pinning him with his arms and using a third hand to grab the Omnitrix and began to pull on it. "In a moment I will access all the codes, and the device shall be mine!"

"I told you dipshit, get in the fucking line!", Wrecking Ball grinned as the white hourglass flashed to green, electricity building around it before a green explosion sent Malware flying away. Within that powerful defensive blast, Alex stood there in his human form. "Hah! I forgot it did that!"

"ENOUGH!", Malware screamed as he unleashed a powerful red blast from his eye directed at the ceiling above. The resulting rubble fell upon Alex and trapped him there. "Finally, it will be mine!"

Malware approached the pile of rubble and attempted to fish for Alex's wrist only to be backhanded by a crystal hand. Crazy Diamond stood there proudly. "Don't you ever get tired of being wrong?", Malware leapt up and blasted at Alex who easily deflected it.

Crazy Diamond closed the distance between them in an instant, punching Malware across the face before kicking him with so much force he destroyed the primary Helix as he passed through. The Mechamorph hissed as he blasted at Alex once more, Crazy Diamond leapt up and countered with his crystal projectiles.

A blast finally connected with the diamond creature and caused him to lose his focus. Crazy Diamond quickly regained it as he caught two armed slam from the red Mechamorph. "Give up Malware! Only one of us can walk away from this!"

"Indeed, and it won't be you.", Malware states smugly as his chest formed a cannon, blasting Crazy Diamond away and tumbling into the ground. Without a second to spare, Malware was ontop of him and grabbed the Omnitrix that was embedded in his chest. "Tell me, human, am I still a subspecies to you?!", the Mechamorph says with so much anger at that earlier comment.

"Yeah actually, only a stupid piece of shit like you could think you can get through crystal.", Crazy Diamond shot back with a grin, Malware lifted his hand up and to his shock the Omnitrix had a layer of crystal around it. "Too bad, so sad!"

Malware's shock gave Alex the opening he needed, kicking him off he created a crystal trap around Malware's ankle. "No-! Stop!", Crazy Diamond touched his chest, crystal wrapping around the Mechamorphs entire body and leaving his head untouched. "You haven't won, not yet! I will be free again, and when I am, all the Galvan system, no! The entire universe will be-"

"Oh my god shut the fuck up!", Crazy Diamond silenced Malware by growing crystal around his head, completing imprisoning him within indestructible crystals. A green flash erupted as Alex detransformed. "I'll have to thank Tetrax for that little trick."

"Good work, kiddo. Top notch.", Max commented as Alex walked to them, high fiving the elderly man.

"Told you my plan would work.", Alex says with a smug grin.

"It worked based off of luck.", Albedo remarked as Alex shrugged.

"Hey, when you find something that works, keep using it.", Alex commented. "Besides it's not like your plan worked either."

"Why you-", Albedo caught himself and took a deep breath. "Fair point. Now let us leave, my jail cell awaits me."


They had finally made it back to Galvan Prime, Ship recognized that Malware was dealt with and transformed into his battle ship form. "Thank you again, I'd hate to have imagined what would've happened if you weren't here."

"Nothin to it!", Ben says with a smile as Gwen elbowed him, the two had helped Azmuth and Myaxx with the Mechamorph problem from his tower.

"Yeah right, I was the one who did all the work."

"And it was my little buddy who helped them out."

"So you did nothing?"

"I-Whatever.", Ben scoffed as he, Gwen and Max climbed aboard Ship's battle ship form.

"I'll be there in a bit.", Alex says before turning to Azmuth. "Before we leave, I have a question.", the elderly Galvan didn't say anything, just nodded. "Remember those blasters we used to cure the DNAliens? Could it have-"

"We've tried.", Myaxx answered for Azmuth.

"She is correct, Malware's condition was so complex the DNA repair device did little to fix him.", Azmuth says as he remembered the attempt after a few modifications. "But one day, I will cure him."

"What about Albedo? Shouldn't he be-"

Azmuth let out a hoarse laugh. "Treating Albedo like a common criminal wouldn't do him any good, like Malware, he is just misguided. So I have given him the a second chance to redeem himself for all of that, and unlike Malware, he seems to be progressing steadily."

"Gotcha.", Alex gave a thumbs up as he turned around and entered the ship, the creature closed the hatch and hovered into the air before zooming off.


Crystal encased form of Malware was placed in one of Galvan's Prison Cells in high and tight security from both Galvan Troopers and their armored tanks. And so far, he hasn't move an inch, but he was still very conscious. "Kill. Kill. Kill! KILL! I'LL KILL ALL OF YOU! STARTING WITH YOU, ALEX TENNANT!"

His rage, his hate, it was more than enough to call for the attention of a... certain warlord. Who watched this from the cameras of the walking tanks.


/End/