Thanks to Pittacos lore and CaptainRex75 who were a big help with this chapter.
Disclaimer: I do not own any of the characters appearing in this story.
Replace and Amaze
Batman Superman Public Enemies Part 1 (Ben 10, Generator Rex, The Lego Movie, Star Wars & so much more)
Its amazing how things can go from good to bad, bad to good again and from good to total disaster. An economic depression hit the nation hard, stock market plummeted, people lost their homes and jobs. But the newly elected "President Business" turned things around. Crime was down and employment was up, there was even talk of a nation wide Taco Tuesday. All was good until it was discovered an invasion was coming, from a race know as the Fulmini. Ben 10 was no stranger to alien invasions, but this one was different. The Fulmini were going to use Bens Omnitrix as a portal to enter our world. Ben met with President Business who claimed he had a solution, which turned out to be Ben giving up the Omnitrix so they use it to harvest the Fulmini as energy.
Ben refused to murder an entire race even if they were hostile. Business then had General Grievous attack Ben to take the Omnitrix from him. Ben defeated Grievous and flew away to meet the Plumbers and come up with a plan. He was contacted by Rex Salazar who showed him an nationwide address from President Business who revealed General Grievous was dead and claimed Ben had killed him, showing footage of Humungousaur fighting Grievous. He then told the public that the Fulmini energy that was going to turn the Omnitrix into a portal was effecting Bens mind, making him unstable and dangerous. President Business then issued a one billion dollar bounty on Ben, that could be claimed by anyone who brought him in, even villains.
Framed and a bounty on his head, Ben and Rex set out to clear the formers name and stop the coming invasion. First step was getting data from the lab that scanned the Omnitrix and discovered the Fulmini plot.
Rex placed his hand on the security panel and his nanites disabled the alarms. "Alarms down and cameras are in a loop."
Ben became Ghostfreak. "Then lets move." He phased them both into the lab before transforming again. "Gray Matter!" Jumping onto a console he began hacking into the system.
"Think you can find the data?" Rex asked.
"If its here Gray Matter will find-" he paused.
"That was fast." Rex said.
"No," Gray Matter shook his head. "Something was brought to this lab today. In there," he pointed to a door.
Rex used his nanites to open the door and he and Ben entered to find a large metal container. Gray Matter pressed a few buttons and it opened as he became human again as they both looked inside.
"Grievous!" Rexs eyes winded at the sight of the metal corpse which was battered, crushed and bent out of shape.
"They probably thing I did this as Humungousaur." Ben surmised.
Rex activated his goggles and scanned them corpse. "Not unless Humungousaur can burn things."
Ben raised an eyebrow, "what?"
"This guy wasn't just beaten, threes burns all over him." Rex pointed out.
Suddenly the doors opened and two security guards walked in with guns in hand only to freeze when they saw the intruders.
Ben became Heatblast, "time to go." With that he blasted a hole in the roof, allowing himself and Rex to fly out. "Any chance this isn't gonna make me look even more guilty?"
"You want an honest answer?" Rex asked and Heatblast gave him a look. "Thought so. Look lets just focus on-" he was cut off when green energy blasted one of his Boogie packs turbines causing him to loose control and fall.
"REX!" Heatblast shouted before he was blasted himself, but this was a beam that forced him out of the sky and to hit the ground. Ben picked himself up to see his attacker fly down on a rocket powered hover board. "Shego?"
"Why so surprised?" She smirked. "You'd think I'd miss such a fun way to earn a billion dollars?"
"Come on Shego, your way too smart to believe any this." Ben said.
"The whole you losing it and killing that creep Grievous?" Shego rolled her eyes. "Yeah, I doubt it."
"Then how about we skip the fighting." Heatblast got to his feet, "and maybe once I clear my name and save the world we could try dinner and a movie?"
"Hmm," Shego placed a hand on her chin, "tempting, but not as much as a billion dollars." With that she fired green energy at Heatblast who jumped to the side.
"Worth a shot." Heatblast threw a large fireball, forcing Shego to jump off of her hover board before it exploded.
Rex struggled to control his fall as he approached the ground. Timing it just right he managed to roll along the ground. Picking himself up he noticed it had suddenly gotten warmer and looked to see Pyro, Volcana, Drago and Heatwave approaching.
"Wheres your friend?" Volcana placed a hand on her hip. "The one worth a billion dollars?"
"Tell us and we'll only roast you a little bit." Pyro shaped the flames into a monster face.
"Sorry Bens not available." Rex smirked as he activated his Smack hands, "can I take a message?"
Drago and Volcana threw fireballs at Rex but he use smack hands to tare out a piece of the ground to use as a shield before throwing it. The fire villains jumped to avoid it before moving in to attack.
Shego and Heatblast continued their fight, each one keeping their distance with ranged attacks. "Oh come on, don't tell me that's all you've got." Shego dodged a fireball.
"You've got no idea what I'm capable of." Heatblast struck the ground with both fists, sending a wave of fire underground towards Shego, who instead of trying to dodge simply smirked and fired a powerful energy blast that intercepted Heatblasts attack and caused a explosion.
"Not bad, but your gonna have to get more," she paused when the smoke cleared to reveal Ben was gone, "creative."
"If you insist." Jetray flew in front of her and before she could react, he fired neuroshock blasts into Shegos eyes.
"AAAHHH!" She screamed before she started blasting in random directions, having been temporally blinded by Jetrays attack.
"Lets take this somewhere else." Jetray grabbed Shegos shoulders with his feet and blasted upwards into the sky.
Rex fired his Slam cannon and knocked Drago back. But had to jump to the side when Volcana and Heatwave sent steams of fire at him. Forming his fun chucks, spinning them around before bringing them together and sending a blue arc of energy that knocked them backwards. The fire around him seemed to close in around him so he used his punk busters to jump out of the flames before they could reach him. "Hey Ben!" Rex spoke into his com.
"Little busy right now." Jetray said as he kept flying up.
Rex kicked Pyro away before jumping to avoid Dragos firebreath. "You need to make a grand entrance." Shego gasped for air before she finally passed out. Rex formed his Block Party to shield himself when all four villain blasted him at once. "Now would be good!" Jetray shot down at top speed towards them before transforming into Cannonbolt and crashed into the ground with the force of a meteor and sent the villains flying.
Cannonbolt uncurled to reveal Shego in his arms. "Hows that for a grand entrance?"
"Not bad." Rex lowered his shield which protected him from the blast and the shockwave. "She okay?"
"She'll live." Ben set her down before becoming human again. "This reminds me of when my secret first revealed. Though unlike the reporters, I can actually hit these guys."
They didn't get much time to regroup as two large figures walked through the dust, Cinderblock and Extroyer. The Latter transformed into his wasp form and fired his stinger, forcing the heroes to separate to avoid the attacks. "You wanna bug fight? Fine" Ben activated the Omnitix and transformed. "Stinkfly!" He fly into the air after Extroyer.
Rex activated his slam cannon fired at Cinderblock who raised his arms in front to shield himself as he charged. Rex jumped to the side as Cinderblocks fist struck the ground where had been standing . Rex used his punk busters to leap at Cinderblock and kick him in the face, but as he tried to jump away, the villain grabbed his leg. "Oh no," Rex said before he was slammed into the ground. He activated his block party just in time to as Cinderblock brought both his fists down to try and crush him.
"Don't interfere." The stone villain warned.
Rexs eyes winded. "You can talk?"
Stinkfly fired goo at Extroyer who fired his stingers, one of which exploded in the Lepidopterrans face and stunned him. He shook it off in time to see Extroyer turn into his gorilla form and punch him out of the sky and through a wall. Extroyer landed, cracking the ground beneath him before running towards the rubble Ben was under. But once he reached it a fist burst through the rubble and punched Extroyer in the face. Moments later the rubble was sent flying in all direction as Rath threw it off. "Let me tell you something Extroyer, used to be Troy Winter, jerk for hire turned supervillain. RATH IS GETTING SICK OF THIS!"
Cinderblock continued to punch Rexs shield and brought both fists up, But Rex deactivated the shield and rolled out of the way as the stone fists hit the ground. Activating his slam cannon, Rex fired concrete projectiles directly into Cinderblocks face disorienting him. Then switched to his Punk busters and jumped high into the air before bringing both metal feet down on the villains face slamming him into the ground hard enough to leave a small crater.
Rath leapt at Extroyer punching him in the face then in the gut. Extroyer swung a punch at him but Rath caught his arm and swung him around before throwing him through a wall and back outside. "First these Fulmini punks are gonna use my Omnitrix to invade," he punched Extroyer across the face. "Then President Jerk frames me," Extroyer threw a punch but Rath blocked it before head butting the villain. "Then Mr Smoothy discontinues the jalapeno special!" He clasped his fists together and swung upwards, hitting Extroyer in the chin and knocking him into the air before falling to the ground. "And now RATH has to deal with YOU LOSERS!" The enraged Appoplexian jumped upwards and brought his elbow down on Extroyers head, knocking him out and returning him to his normal form.
"What took you so long?" Rex asked.
"Let me tell you something Rex Salazar, fellow superhero and agent of Providence. Rath already beat up this second rate shape shifter, hes got no problem kicking your butt two!"
"Noted." Rex smirked before looked at his downed opponent. "Hey did you know Cinderblock could talk?"
"Yeah, Beast Boy told me about it." Rath nodded. "but it only happened once when Jericho possesse-ACK!" He was cut off when dark clouds wrapped themselves around him.
Rex spun around saw the source of the clouds. "Weather Vane!"
"You wont escape from me." She said in a dull tone before raising her other hand and shot lightning at Rex jumped to the side to avoid it.
"Let me tell you something clouds that won't leave Rath alone." The Appoplexian swung at the clouds swarming him. "Rath will kick your saffron spice smelling cloud butts!"
"Saffron?" Rex raised an eyebrow. "Wait," he looked to see Weather Vanes eyes were red. "Theres only one villain who controls people with red eyes and a taste for overly fancy foods, Dr Malocchio."
"Impressive!" Malocchio called down from atop the building. "Who knew you were so clever. But for the record, saffron is not overly fancy. It so expensive because growing it requires a lot of-" he paused when he saw Rex load his slam cannon and fire at him, "Oh sh**." It hit the building where he was standing causing the concrete to crumble and Malocchio to fall and slide down the windows, before jumping off when he was close enough to the ground. "Nice try. But you don't stay in the villain game for as long as I have without picking up a few tricks." Malocchio then saw Rex saw gone. "Where did he go?" There was a rumble and Rex bursts out of the ground, his smack hands spinning like drills before punching Malocchio into a wall and knocking him out.
"Huh?" The red faded from Weather Vanes eyes as she was freed from Malocchios mind control. "Whats going on?" This also caused her to disperse the clouds around Rath, who struck the ground sending a shockwave at her that knocked her into a tree and knock her out.
"Mind control villains are so weird." Rex said
"I know right?" Rath became Ben again, "and they always talk in that weird tone."
Rex activated the infrared vision function of his goggles and saw lots of heat signatures in the forest. "We got company." He said and they looked to see a lot of super villains emerge from the trees.
Skulker, Monkey Fist, Duff Killian, El Mal Verde, Hot Streak, Puff, Onyx, Shiv, Talon, Ebon, Toxzon, Meltdown, Destructor, Absorbing Man and Momakase. They were all here to get that reward and they were ready to fight for it.
"The two of us VS an army of super villains?" Ben narrowed his eyes.
"Hardly seems fair." Rex said.
"Yeah," Ben smirked as he transformed into Diamondhead, "maybe we should fight with our eyes closed." With that the villains charged.
Diamondhead blocked a punch from Onyx then punched him in the gut before uppercutting him through the air. He was then blasted from behind by a stream of fire from Hot Streak. "Whats the matter? Can't take the heat?"
"I've seen hotter Birthday Candles." Diamonhead punched the ground sending a wave of crystals along the ground that shot up knocking Hot Streak into the air. Diamondhead turned his arm into a blade to block Momakase's graphene katanna and kick her back.
Rex used his Smack Hands to punch away Monkey Fist, But his hand was hit by a spray of acid from Meltdown. He quickly formed his Slam Cannon with his other hand and blasted him with a chunk of rock. As his hands returned to normal Rex was confronted by a new opponent.
"I AM DESTRUCTOR!" The large robot growled while waving his hands around.
Rex blinks, "okay."
Destructor tries to crush Rex with his fist but he used his Punk Busters to leap over the robots attack and land on his back. He placed both hands on Destructors head as his nanites went to work.
"I FEEL FUNNY." Destructor shouted before he lost control of his body and ran forward, swatting the villains out of his way.
NRG fired radioactive energy beams from the vents on his suit to blast back Absorbing Man. Shiv snuck up behind him with his hands now hard light energy blades. "HI-YA!" He swung both blades only for them to break in half against NRG's suit. Shiv blinked as his hands returned to normal, he smiled nervously at NRG who punched him in the gut before grabbing him and throwing him into a charging Duff Killian.
Suddenly a shadow was cast over him and he looked up to see El Mal Verde smirking down at him. "Say good night little hero." He swung his metal club arm down on his head, but NRG's armor protected him.
Ben transformed into Humungousaur and uppercut the villain making him stumble backwards. Mal Verde shook his head clear and narrowed his eyes, only for them to widen when he saw Humungousaur had grown to his full height "Nighty night." With that Humungousaur slammed both fists down on Mal Verdes head and swung his tail, knocking the villain across the ground knocking over other villains.
Rex formed his Big Fat Sword and stood beside Humungousaur ready for the villains next attack as they all charged. Suddenly there was a loud wailing sound and the villains were all blasted back by a powerful force. The villains retreated into the trees when they spotted new arrivals.
When the smoke cleared there stood Danny Phantom, Red Hulk, Static Shock, Delsin Rowe, Gizmoduck and Gwen Tennyson.
"Nice timing guys." Rex smiled.
"Yeah," Ben became human again, "but we had everything under contro-"
"We have federal warrant for your arrest Ben." Danny cut him off.
"So much for back up." Ben sighed.
"You guys can't be serious." Rex said.
"We've got our orders." Red Hulk said.
"Orders from the dirt bag who set me up." Ben narrowed his eyes.
Gwen stepped forward and looked back at Danny. "Remember our deal?"
"Five minutes." Danny looked at her.
Gwen approached her cousin. "Ben we don't wanna fight. We just wanna get you help."
"Help?" Ben raised an eyebrow. "Don't tell me you actually bought that crap Business was spouting about me going crazy?"
"It wouldn't be the first time the Omnitrix affected your mind." Gwen pointed out. "But never this badly."
"I didn't kill Grievous." Ben said. "I smacked him around a little but he was still alive when I left."
"We saw what was left of him." Delsin spoke up. "Brutal."
"I didn't kill him!" Ben snapped.
"Ben calm down." Gwen raised her hands peacefully. "I know you'd never hurt anyone intentionally. But we have an invasion coming."
"Which is gonna be a heck of a lot harder to deal with an army of super villains out to collect that bounty." Gizmoduck pointed out.
"Just come with us." Gwen pleaded. "We'll make sure your okay, then we'll stop the invasion together."
Ben looked at her for a moment as he considered her words. But then he looked at the others. "Plumber Headquarters?"
Gwen looked away. "No. We're supposed to bring you to Area 51."
Ben narrowed his eyes. "Then I'm gonna pass." He turned and walked away.
"We cant let you leave Ben." Dannys voice made him stop. "Look I don't like this either, but President Business'es orders are to bring you in and what he says goes."
"Keep telling yourself that." Rex crossed his arms. "Whatever makes it easier for you."
"Whats it gonna be?" The Halfa asked.
"Like I said," Ben faced them. "Pass."
Red Hulk smirked, "good."
Rex activated his Boogie Pack and used the turbines to kick up dust from the ground into the groups faces.
Ben jumped sideways as concrete shrapnel was rapidly fired at him by Delsin. "Shocksquatch!" He returned fire with blasts of electricity. Delsin broke into a run with his boulder bash, covering himself in concrete armor. Shocksquatch jumped over the conduit and blasted him in the back. Delsin dropped his arm and spun around launching a concrete barrage. Shocksquatch dodged the concrete disks and used his eletrokinesis to gather debris and launched them at Delsin sending him flying. "Too slow Delsin." Suddenly he was punched by something that sped by.
"I don't have that problem." Gizmoduck said.
Rex sped along the ground on his Rex Ride, dodging the lightning blasts from Static as he flew after him.
"Give it up man!" Static said. "With your powers your basically a walking lightning rod."
Rex skidded to a stop. "I prefer a walking wrecking ball!" Rex formed his Smack Hands and spun them around before striking the ground with enough force to cause a shockwave and rupture the water pipes below the ground.
"Whoa!" Static severed as he tried to avoid the spouts of water that shot up from the pipes. "Nice try but-" his eyes widen when he sees Rex aim his slam cannon at him and fire. He was struck by a projectile of mud that knocked him out of the air and to the ground.
"Heres mud in your eye." Rex quipped, but a blue bean hit his Slam Cannon encasing it in ice. He saw Danny with his hand outstretched and his eyes glowing blue. "Not cool!"
Gizmoduck opened fire with blasters from his fingers. Shocksquatch picked up a large piece of debris and used it to shield himself while firing a blast of lightning at him. Helicopter blades extended from Gizmoducks helmet and lifted him into the air. "Try these on for size!" With that he fired missiles from his shoulders and flew at Shocksquatch and explodes in a large smoke cloud. Gizmoduck flew in to continue his attack, but then a large fireball shot through the smoke and blasted him out of the sky. When the smoke cleared Swampfire lowered his hands.
"LOOK OUT!"
Swampfires eyes widened, he jumped and shot fire from his hands for propulsion just in time to avoid Red Hulk who slammed his fists down right where he had been standing leaving a small crater.
Danny looked at Gwen who had just warned her cousin of the attack. "Force of habit." Danny just flew after Ben and started firing ecto-energy blasts at him.
Delsin was trying to break free of the rubble on top of him when he spotted the smoke from the missile explosions. He held out his hand and absorbed the smoke changing his power set. He used smoke dash to escape the rubble and fired smoke shots at Rex, hitting him in the back and making him stumble.
"ARGH!" Rex grit his teeth as he turned around. "Cheap shot."
"You swung first." With that he fired several Cinder missiles that exploded. Delsin moved in to attack again, but a large tentacle like whip shot out of the smoke and caught him. When the smoke cleared it revealed Rex and his Blast Caster.
"Gotcha." With that Rex electrocuted Delsin before throwing him into a wall.
Swampfire returned fire with streams of flame. One ecto blast severed his arm. "Hey!" He extended a vine from his remaining arm and it wrapped around Dannys waist, he pulled him in as his other hand finished regrowing and punched Danny through the air.
Suddenly Swampfire was tackled by Red Hulk and slammed into the ground hard enough to crack it. Red Hulk began punching Swampfire so hard the methanosians body was being crushed into a pulp.
"ENOUGH!" Gwen created ropes of mana around Red Hulk's arm to stop his attack. "Hes down."
Red Hulk narrowed his eyes. "If your not gonna do you job," with one flex of his arm, shattered the mana. "Then stay out of my way!"
This distraction gave Ben just enough time to regenerate the damage done do his body and slap the Omnitrix.
Red Hulk caught a green flash out of the corner of his eye. He turned just in time to see Armodrillo pull back his fist and deliver a shockwave punch directly into Red Hulks crotch. His eyes nearly popped out of his eyes head as everyone else on the battlefield stopped and winched.
"Oh I felt that a little." Delsin said.
Armodrillo uppercut him with another shockwave punch and sent Red Hulk flying through the air before transforming again. "XLR8!" He ran around the battlefield in a circle at top speed creating a vortex that sucked everyone off of the ground and into the air. Rex emerged from the ground outside the vortex, having used his spinning Smack Hands to tunnel to safety. XLR8 used his speed and momentum the run trough the vortex, grabbing Gwen and speed off out of sight.
After about a minute the vortex dissipated and they all fell to the ground. They all groaned as they began to pick themselves up.
"Man," Static held his head. "I would not want to ride that ride again."
"I don't feel so good." Gizmoduck covered his mouth like he was about to throw up.
"Damn it!" Red Hulk slammed his fist on the ground. "We should've taken those punks out the moment we landed."
"We don't kill people." Danny said firmly.
Red Hulk just chuckled, "sure kid."
So Ends Part 1.
That's right, this one is a 2 parter. The original chapter was far too large and had to be split in two. I'll be posting part 2 in a few days. And if you haven't voted on the poll on my profile, please do.