Magical Alien Summer EP 17: Clash of the Titan

I would like to state something. Just like Ben 10: Omniscentience by Red Reef, I will have Ben interact with other Cartoon Network characters, but only with certain ones as some of them wouldn't fit into the lore of this Timeline. This idea is inspired by both Red Reef's story. Go check it out, I highly recommend it. And by Cartoon Network's best game ever: Fusionfall! In fact, I have plans for Ben and the other CN characters from the shows I've picked out. Something akin to Twilight and her friends and the Elements of Harmony.

That said and done, I would like to state that I do not own any of the Cartoon Network shows, as they rightfully belong to their creators, writers, and directors. I don't own anything except my OCs. Just a little heads up, the following chapter is based on Red Reef's version, but with differences and changes. One last thing: Nanomech's design and voice actor will be his Omniverse version, but with the Omnitrix placed on his chest instead, and has different clothing as well.


"The world is recalling the events that took place nearly several months ago, where a seemingly unsuspecting European village was destroyed in an unexplained explosion. According to scientists on the scene, the blast appears to have released billions of microscopic machines, which have since spread throughout the globe. These 'Nanites', as the media calls them, seemingly have bonded with every living organism on the planet but have displayed no significant change as of what we know of. Scientists theorize that the Nanites are currently inactive but could change at any moment. But rumor has it that Nanites had been activated before and caused, what local authorities call 'unexpected changes'. The United Nations is currently in discussions on how to handle this potential global crisis."

The news report spoke through the radio of the RV as the Rust Bucket drives through a forest. Just the Tennysons were in it as Celestia took Twilight and Applejack back home because Max wanted to spend some more time with Ben. But Max can't help but worry about this 'Nanite event' that seems to be the one and off-topic on the news for almost 6 months. But the same can't be said for the kids. Ben couldn't care less about some random abandoned village halfway across the world that blew up half a year ago as he is just watching Sumo Slammers on his phone with his headphones on as Gwen types on her laptop while Ken reads a book.

The RV came to a clearing and stopped as everyone noticed and came out. The Rust Bucket had parked next to a scenic river where nature opened all around them. The great redwoods towered over them like skyscrapers, making it harder to see the distant city, which was probably what Max was going for. A little way down the river is some local fauna drinking from the babbling brook, ignoring the family.

Max took a deep breath through his nose and said, "Ah, nothing like finally relaxing in the peace of the great outdoors." "Hopeful, there won't be another space tick to interrupt this time." Ken points out as Ben and Gwen come up as well. "So, where are we, Grandpa?" Gwen asks as the elder answers. "The forest outside of Sherman, Illinois! Have you ever seen so many redwood trees in one spot?" He gestures to the forest.

But in response to Max's answer, the kids look excited as Ben starts dialing the Omnitrix while the other 2 try to help him as the elder notices. "What're you kids up to?" Max asked his grandchildren suspiciously. "I'm trying to go XLR8 so we can get to the city and get a chance to see the Titan in action!" "And pick some lunch there as well!" Gwen adds out.

"The Titan?" Max asks as his curiosity peeks. "A giant robot that only ever seems to appear in this town!" Ken explains to his grandfather as he continues. "It's over a hundred feet tall and it fights off these giant freaky monsters that appear out of nowhere! I read the locals call it their guardian! We must see it in action!" Gwen frowns as she keeps fiddling with the watch. "Now, if only the Omnitrix can cooperate! Come on, you stupid watch!" "Hey, watch it, you're going to tear off my arm!" Ben complained.

But during their fiddling, the Omnitrix's faceplate popped up and exploded in a flash of green light. Gwen, who had been closest to the flash, stumbled back and rubbed the colored spots from her eyes. And when she looked back at her cousin, he was…gone! "BEN!" Max cried in dismay. "Where did he go?! What did you do, Gwen?!" Ken yelled in a panic, looking around wildly.

"I didn't mean to! I was just trying to help! Oh no, I BLEW UP MY COUSIN!" Gwen screamed shrilly. And to make matters worse, an annoying fly was buzzing around her face, so she tried swatting it away. "Uncle Carl and Aunt Sandra are so going to kill me, big time! Or worse, not only with Aunt Celestia and Luna, Sunset and the others will kill me as well! But what about the alicorns?! I'm going to be Equestria's number one enemy for destroying one of their heroes!" Gwen panics as she grips her hair in fear with a look of dread.

"Let's calm down for a moment," Max said as he tried to calm down the kids, also trying to swat away the annoying fly. "We don't know what happened. Could it be possible he was teleported?" "Can the watch even teleport people?!" Ken cries out as he tries to slap the fly. Gwen speaks out in dismay. "Well, we've got to do something, pronto! Ben could be hurt or-" She gritted her teeth as the annoying fly came back, buzzing directly in her face. She raised her hands, ready to clap. "Buzz off, you stupid- OW!"

Gwen yelped as the 'fly' suddenly blasted her nose with green electricity, causing it to sting. "What?" Ken asks as Gwen answers. "This fly stung me! With... Lightning?" While irritated by the sting, she was curious how the little insect was able to do that. She leaned in close for a better look and received a huge, or better yet tiny, surprise.

A centimeter-tall, little machine was flapping its luminous-green wings and its metallic arms crossed in a pout as he also had a green glow around his body. It had green circuit patterns trailing across its silicon sliver body with a single green eye in the middle of its head with 4 smaller eyes surrounding it. He has black clothing on his upper body with a silver and green collar-like thing around his neck. He has green and black gloves that are long and fingerless, exposing his claws. His shoulders are white and green while his midsection and legs have black and white clothing that stops before his feet, and his feet are triangular and have green circles on his thighs that are connected to the black stripes. But the thing that stood out was the Omnitrix symbol stamped on its chest.

"Ben, is that you?" Gwen asks in a dumbstruck tone. Max and Ken were alarmed by her statement and huddled around him, both equally surprised. "No... It's the tooth fairy. OF COURSE, IT'S ME, DOOFUS!" Tiny Ben yells out in a high-pitched and squeaky voice that has a robotic tone to it. "Yep, that's Ben, all right!" Ken states, recognizing the insulting name to Gwen. "I turned into a tiny metal bug!" Ben exclaims.

"In all my years as a plumber, I have never seen an alien like this..." Max admits as he scratches the back of his head pondering. "Yeah. I wonder what kind of alien this is and why it shows up now of all times?" Ken ponders out. Gwen gestures to micro-Ben. "But we haven't come across any aliens that look like... That."

Max scratches his chin long and hard until he comes up with a theory. "Kids, remember the Nanite event from the radio? Those little machines called Nanites are bound with all sorts of organic beings all over the globe. So, it must mean they are intelligent in a way and the Omnitrix must have noticed them and made some sort of alien out of them in response. Or at least, that's my best answer with my Plumber knowledge." Max finishes as he scratches his head in unsureness "So... He's a... Nanomech! Yeah! Let's call this guy, Nanomech!" "That's… Pretty good, thanks, Ken!" Nanomech squeaked in appreciation. "I'm quite proud of it!" Said Ken, grinning.

"So, what does this alien do?" Gwen asks in an amusing tone, propping the microscopic hero with her finger. "Buzz bad guys into submission? Super pest powers?" "Don't underestimate him based on his size, Gwen." Said Max sagely. "You know what they say: big things come in small packages."

"I don't think they were talking microscopic, Grandpa!" Nanomech buzzed, dodging Gwen's finger in annoyance. "Man, this stink! I can't believe there's an alien even smaller than Grey Matter." "I'm sure this alien is plenty useful. You just need to put some thought into it." Said Max optimistically. Ken adds out. "Yeah! I mean, you thought Grey Matter was useless before, but you used him to defeat some bounty hunters and escape those 2 con artists, right?" "Yeah... I guess." Nanonmech ponders as he taps his chin in thought.

"Oh really? I doubt this form can do anything. I mean, all the bad guys need to beat Ben is a fly swatter." "Don't make me zap you again, dweeb!" Nanomech snarls out at his smug twin cousin. Just then, Ken's ears caught what sounded like a faint booming noise from above. He turned around and craned his head toward the sky. It was difficult to see through the clouds at first, but that no longer became a problem as a giant flaming meteor tore a path through them as the red-haired kid realized it was heading their way! "INCOMING!" Ken shouted.


Intro:

A Galaxy is shown with some planets as outer space music is heard.

Just for a flash of green light to occur, and shows the Omnitrix symbol with Ben's silhouette in the middle as the song picks up.

"It started when an alien device did what it did."

The 1st clip is Ben discovering the Omnitrix as it latches onto his arm as he panics.

He then presses down on the dial, transforming him into Heatblast as he cries out.

"And stuck itself upon his wrist with secrets that it hid."

"Now he's got superpowers; he's no ordinary kid. He's Ben 10! (Ben 10!)"

The logo flashes a bit before showing off aliens:

Grey Matter, Overflow, Shock Rock, Heatblast, Tear-Wolf, Lodestar and Astrodactyl.

"So if you see him, you might be in for a big surprise."

"He'll turn into an alien before your very eyes!"

The boy is then shown transforming into Tear-Wolf as six more aliens appear and zoom in:

Upgrade, Shock Rock, XLR8, Four Arms, Heatblast and Tear-Wolf.

" He's slimy, freaky, fast, and strong; he's every shape and size."

"He's Ben 10! (Ben 10!)"

Just then, a flash-animated Ben runs towards the screen, flips, and morphs into Tear-Wolf.

He bites at the screen as a black and green '1'. Appear next to him.

2: Four Arms is next as he grins, raises his arms, and flexes.

3: Grey Matter leaps at the screen, only to splat comically.

4: XLR8 appears and zooms away.

"Armed with powers, he's on the case!"

"Fighting off evil from Earth or space!"

5: Upgrade wiggles his legs around as he raises his arms.

6: Shock Rock generates lots of power and blasts a large beam of blue energy across the screen.

7: Overflow flies upward on his water blasts.

8: Astrodactyl displays his whips and then rockets away on his jetpack.

"He'll never stop 'till he makes them pay!"

"Cause he's the baddest kid ever to save the day!"

9: Lodestar raises his claws as they generate a green aura as several pieces of metal float around him.

10: Heatblast chucks a fireball at the screen as Ben lands on the ground with his fist, cracking it as he grins.

"Ben 10! (Ben 10! B-B-B-Ben! Ben 10! B-B-B-Ben!)"

Tear-Wolf is then shown leaping from some trees as he looks fierce.

Shock Rock poses as he finishes transforming.

Sunset and the Rainbooms are shown powering up into their magic forms.

Heatblast chucks a fireball.

Ben is then shown slapping down on the Omnitrix.

The Mane 6, Spike, the royal sisters, the royal crystal family, Discord, Starlight Glimmer, Trixie and reformed Changelings, and Ben in griffon form stood together as they glared at someone as the Omnitrix boy smirked with crossed arms.

Twilight is shown fighting a giant bird monster as she uses her magic to slam it down on the ground.

Four Arms cries out as he finishes transforming.

XLR8 is shown running on top of the water.

The opening finishes up as the aliens all get sucked into the Omnitrix. Ben shows it while green rays come from it as the title appears next to him.

Ben 10: Omni-Magic Summer.


Nanomech, Gwen, and Max follow Ken's line of sight and gasp in surprise. Gwen immediately snatches up her cousin without thinking and dives out of the way to the left while Max and Ken throw themselves to the right. The meteor flies over their heads, smashing through the thick redwoods, before crashing into the ground several meters away, shaking the ground like a miniature quake.

When the danger had passed, Max, Gwen, and Ken stood back up and inspected the damage; Nanomech slipped out through the gap in Gwen's fingers. "Is everyone all right?" Max asks everyone, hoping they are okay. "Yeah... We're okay." Ken answers as Gwen groans out. "Please tell me that is not another giant space tick!" "Only one way to find out!" Nanomech cries out before buzzing off in the direction of the meteor landing. "Ben, wait, don't go off on your own! Especially at your current size!" Max shouted, chasing after his grandson. "And I thought he couldn't be any more of a pest..." Gwen groans out as they follow after Nanomech.

Trying to keep track of a centimeter-high cybernetic bug wasn't as easy as it sounded, but luckily Max and the kids were able to follow the loud buzzing of Nanomech's wings and the electric-green glow he gave off. Nanomech swerved through the broken trees until he found the trail that the meteor had carved into the Earth, following it to the final resting place. If Nanomech didn't feel small before, he certainly did now, as did the rest of the Tennyson party when they finally reached him.

Max had assumed correctly that it was no meteor. Space rocks weren't made of metal and were covered in crimson circuit patterns. It resembled a cocoon at least the size of a skyscraper, its markings pulsing like a heartbeat. "Whoa, that's no meteor!" Nanomech squeaked. The ground suddenly trembles beneath their feet, nearly throwing off the Tennysons. Gwen was the first to notice the large cracks forming on the steel cocoon. "But it is alive! Total Déjà vu!" She yelled frantically, pointing to the cracks as dozens more appeared.

"Everyone, take cover!" Max shouts. Of course, he had already scooped Kate and Ken under his arms before they could move themselves and made a dash for the tree line! Nanomech grabbed the collar of his ugly shirt at the last second. They managed to take cover behind a broken tree before a piece of the cocoon was thrown off, slamming into the ground just to the right of the Tennyson party. Cautiously, Nanomech peeked around the tree.

A gigantic four-fingered claw had emerged from the cocoon stretching toward the sky before slamming the ground, causing another tremor. The limb seemed to lack skin, exposing pure muscle and sinew, but most of those muscles were replaced by black organic machines. Nanomech must have technological intuition like Grey Matter because he automatically knew they were cybernetic enhancements.

Another arm burst through the cocoon on the other side, and then two more limbs emerged from the backside, all of them bending backward. The rest of the cocoon broke away as the main body emerged from its shell, casting a monstrous shadow over the forest.

The beast was roughly thirty feet in height, but fifty feet in length. It was quadrupedal without a trace of skin covering its body, only pulsating muscle mass with organic cybernetic enhancements covering sixty percent of its body. It had an elongated snout like an alligator with twenty-foot razor-like teeth, a long and barbed tongue that lashed the ground, and six glowing green eyes, 4 of them being robotic. The cyborg beast made a chittering noise, then wheezed and exhaled a foul-looking yellow mist that spread in every direction, including over the Tennysons. They instinctively covered their mouths and noses. The gas didn't appear poisonous, but the stench was toxic.

"Whoo! I've encountered a lot of foul odors in my time. But this one definitely takes the cake." Max scoffs as he is nearly brought to tears by the stink. "And I thought Ben's socks were putrid! Haven't these aliens ever heard of breath mints?" Gwen moans out. "Well, at least it's not another space tick, so that's somewhat good." Nanomech squeaked, hovering next to Ken's ear. "I don't know, but something about that thing isn't natural. Like, it was mutated or cyber-enhanced or possibly both? Still, quite a behemoth." Ken shrugs out as he is baffled by the strange appearance of the alien. Max announced. "Well, whatever it is, looks like it's on the move."

The Behemoth turned slowly to the right, its limbs stomping the ground, and causing multiple seismic events. With its back turned to the Tennysons, it began marching north. Based on the direction it was headed, they figured out where it was going. "It's headed for the city!" Ken cries out as Max speaks out. "We have to stop that thing and fast! Before innocent people get hurt!" "How?! That thing's the size of a building!" Gwen points out. "And I'm small enough to ride horseback on an ant!" Squeaked Nanomech. "If I'm Four Arms, maybe I can stand somewhat of a chance." The alien ponders out as he taps his chin.

"Oh, boy! What we would give for a miracle." Ken groans out as he ponders an idea. "Maybe we can head back to Mount Rushmore and get the Null Void Projector, we can-" "Look, up in the sky!" Max suddenly shouted, pointing towards the distant city. Faintly, they could see the shadow of something huge flying over the skyscrapers towards the Behemoth. "Is it a bird?" "I think it's a plane?" Said Gwen, narrowing her eyes to focus. "Wha?" Ken breathes as he squints his eyes with a hand over them. To see the slowly increasing object.

The flying object landed in the Behemoth's path, forcing the gargantuan monster to halt its progress. The humans and the tiny alien were awestruck at the sheer size of the monolithic mech that towered over the forest. Its armor was transparent like glass or plastic, exposing the mechanical exoskeleton underneath. Though it had a strangely humanoid face and a helmet oddly like the Roman soldiers. But that didn't make the mech any less impressive as it moved into a battle stance, staring down the Behemoth with its glowing yellow eyes.

"It's the Titan!" Nanomech cheered in a high-pitched squeal. "I have never been more relieved to see a giant robot in my life..." Gwen breathes out as Ken nods in response. But as opposed to his enthusiastic grandchildren, Max hummed thoughtfully while looking over the giant mech, something that Ken noticed right away. "Is something on your mind, Grandpa?" "It might just be me misremembering things. But that robot looks like Galaluna tech." "Galaluna?" Ken repeated curiously. "Is that an alien race you encountered before?"

"Who cares?!" Squeaked Nanomech; their whispers may as well have been shouts compared to his tiny size. "Kick his butt, Titan!" "I don't think they can hear you, pipsqueak." Gwen taunted her cousin as the alien huffed. "It's the thought that counts."

Meanwhile, the Behemoth lurched and belched out an enormous cloud of noxious gas, which instantly caused many of the local plant life to wilt. The Titan fabricated a transparent shield like its armor seemingly from nothing, hiding behind the barrier to deflect the fumes away. Unfortunately, the noxious cloud seemed to be a cover to conceal the Behemoth's movements, which the Titan failed to realize until the quadruped beast lunged through the fog and tackled the mech to the ground.

As the Titan attempted to raise itself, the Behemoth wrapped one of its clawed hands around the mech's face and shoved it back down. The Titan tried punching the Behemoth with its left arm, but the beast was quick and grabbed the mech by the wrist, forcing it down. But this left the Behemoth with no way of defending from the right side, in which the Titan fabricated a transparent knife and stabbed the monster in the side. The Behemoth reeled back, hissing in pain, and unconsciously pulled back its claw from the Titan's head. The mech seized the opportunity and headbutted the Behemoth, making it stumble back, then raised its right foot in the monster's face. The titan activated its propulsion rockets and shot the monster backward into the air.

"Wahoo!" Nanomech cheered pumping his tiny fists in the air. "Look at 'em go! Did you see that thing go flying?!" "Uh, yeah, because it's flying towards us!" Gwen cries out. Just as Gwen said, the Behemoth was carelessly tossed in the direction of the Tennysons, hitting the ground and sliding through the forest, uprooting hundreds of trees on its approach. Gwen grabbed Nanomech and ran after Max and Ken, who had gotten a head start. They only just managed to move out of the path of the Behemoth before the gargantuan monster came to a stop.

All of them were on the ground on their hands and knees, their breaths heavy and their hearts racing; Max was holding a hand on his side. Gwen let go of Nanomech, who was thankfully unharmed, then turned back in the direction of the Titan, shaking her fist at it as the mech rose to its feet. "Hey, watch where you're throwing things, you dumb, giant windup toy!" Gwen shouted furiously.

"I don't think they can hear you, Gwen." Ken points out. "It's the thought that counts." Gwen huffed in a similar tone to Nanomech, a little while ago. "Probably a good idea to head back to the Rust Bucket and skedaddle before we become pancakes." Suggested Max. "Fine by me." Gwen shrugs out. "Ben, hold on to my… Ben?" She looked around but couldn't find a certain microscopic pest anywhere. "Ben?! Where did he go?!" "He wouldn't…" Ken grimaced, facing the direction of the Titan. "He did." Gwen facepalms in response.


Nanomech wasn't about to miss a front-row seat to a live Kaiju battle. The nanoscopic hero buzzed all the way up the length of the Titan and plopped himself on the mech's shoulder. Given the enormous size difference, the Titan didn't even notice he was there.

The Behemoth flailed on the ground until it rolled back to its feet, narrowing its six eyes. The monster reeled back its head before lurching forward, stretching its barbed clear across the forest battlefield. The Titan raised its right arm to block and ended up with the Behemoth's tongue coiling around its forearm, scraping the mech's armor with its barbs and creating a shower of sparks. The two giants had a brief tug of war before the Behemoth allowed itself to be pulled forward toward the Titan by its tongue.

As the monster flew toward it, the Titan stretched out its free hand and fabricated a transparent sword. The Titan cleaved the tongue from its arm and jumped to the side, allowing the Behemoth to crash land on its face. The Behemoth flailed back to its feet again, spitting furiously at the at the Titan, and took another leap at the mech. But at this point, the Titan was done playing around.

While in the air, the Behemoth exposed its underside, allowing the Titan to stab its blade through the monster's chest, suspending it in midair. Though grievously wounded with black ooze oozing out, the Behemoth was swiping its claws at the Titan's head, knocking it around a couple of times with thunderous clanging noises that forced Nanomech to cover his ears. After a few more slaps, the Titan finally had enough and roughly ripped its sword upward, sliding the blade up the Behemoth's chest until it cleaved its head straight down the middle. The Behemoth's body dropped lifeless on the forest floor while the Titan stood over its defeated adversary, the sun glinting off its armor heroically.

"That was sick!" Nanomech cheered. Too excited to sit still, he stretched his wings and flew up in front of the Titan's left eye, though it was unlikely the mech was able to see anything. "Oh man, you are so unbelievably cool! You were all like 'Blam' and 'Pow' and 'Whoosh!' That was the most awesome alien fight in the history of alien fights! I wish I could've gotten an alien bigger than Four Arms and kicked that ugly…fleshy…thing, instead of this micropest. You know what I mean?"

As to be expected, the Titan didn't notice Nanomech. But what wasn't expected was the Titan flashing an explosively bright light, which would have been bad if Nanomech's optic nerve wasn't a cybernetic lens. So the microhero had a full view of witnessing the Titan not only shrink down to a fraction of its size but also break into three separate parts on the scarred forest floor. Curious, Nanomech zipped back to Earth and found, in place of the Titan, three people huddled together.

One of them was a pale-skinned, freckled teenage girl with platinum-blonde hair that defied the laws of gravity. She dressed in bright and loud pastel colors, giving the impression of an annoying preppy type. The other was a teenage male with long, emo-style black hair and a perma scowl on his otherwise handsome features. The opposite of his companion, he dressed in dark and simple colors that gave off the impression of a brooding loner. And the third person wasn't even a person at all, but a robot with a transparent shell and an exposed exoskeleton like the Titan.

As Nanomech flew in closer, he could hear the blonde girl talking in a bubbly cheerful voice. "Oh yeah! Did you see how quickly we took that Mutraddi down? We are on fire!" "That is an incorrect statement. I do not detect any fires within the vicinity. For once." The robot states in a monotone voice. "It's an Earth expression, Octus." The blonde girl states while rolling her eyes amusingly. "It means we did great." "Don't you think that was a little too easy?" Said the brooder suspiciously. "We've never defeated a Mutraddi that quickly before. It has to be a trap."

"O-o-o-or! We're just getting better. We've been doing this for almost a year now, Lance. And ever since Octus came back online, the Titan has been stronger than ever! We're learning new skills and our teamwork is improving every day." She patted the boy's shoulder supportively. "You need to lighten up, Lance." "Excuse me, Ilana." Octus tried to speak up but was ignored. "I'm not saying we aren't getting better, Ilana," Lance explains exasperatedly. "I just don't think we should be complacent is all." "Could I have a moment, Lance?" Octus tried again, to no avail. "It's not complacency!" Ilana argued. "I'm only expressing how much better we've become as a team – "

"Could I say something?" "What is it, Octus?!" Lance and Ilana shouted impatiently. "Does anyone else hear that beeping noise?" Asked Octus. Lance and Ilana raised their brows curiously before they realized they could hear a tiny beeping noise nearby; though they couldn't see where it was coming from. Nanomech heard it too, only because it was coming from his chest. The microscopic hero looked down and realized the Omnitrix symbol was flashing a dangerously familiar red color. "Uh-oh!" Nanomech squeaked before he was consumed in a flash of red light.

The Titan Trio turned with startled yelps when the light exploded above them, only for the 2 teens to cry out as something crashed down onto them. Ben unceremoniously landed on his butt, wincing, unaware of Lance and Ilana below him, groaning out. "Oh, man! Note to self: Learn to stick the landing when I change back from flying." Ben groaned. But just then, Lance got up and knocked Ben on his back.

And before the boy could do anything, he was suddenly lifted into the air by Lance grabbing his collar. "Hey, put me down, you jerk!" "Where did you come from?!" Lance shouted forcefully. "Who sent you?! Was it the G3?! Answer me!" "Lance, put him down!" Ilana commanded as she got up and dusted herself, pulling on her partner's arm with minimal success. "He's just a boy!"

"He could be a spy! You know what Solomon is capable of! He would totally use a kid as a cover!" Lance proclaims as his partner frowns. "Now you're just being ridiculous!" Yelled Ilana as she was irritated at his stubbornness. "Actually, my scanners are picking up an unusually concentrated mass of unidentified energy coming from the device on his wrist. As well as an encrypted wireless signal that my systems aren't able to crack." Octus interjected.

"See!" Said Lance victoriously. "You better let me go before I go Shock Rock on your Titan butt!" Ben threatened as he struggled. He was bluffing, of course; the Omnitrix was still in cooldown mode and wouldn't become active for a while. "What more proof do you need, Ilana?" Lance snarls, pulling back his fist. "We need to take him out before he tells anybody!" "Lance, don't!" Cried Ilana as she tried to stop.

Before Lance could take a swing, he was suddenly tackled from the side and slammed into the ground. He had no chance of counteracting before his assailant twisted his arm behind his back and grabbed him by the back of his neck. Lance gritted his teeth furiously as he struggled to break loose, but his opponent had the advantage in size and strength. You can imagine his surprise when he looked over his shoulder and realized that it was Max holding him down. "Hands off my grandson, punk!" Max snarls intimidatingly.

"Wait, don't hurt him!" Ilana cries out, attempting to run over and separate them. But without her notice, 2 legs stuck out and tripped her as she fell with a thud and looked over to see Gwen and Ken, in different karate and Judo poses, learned from their years of practicing martial arts for self-defense. "Back off, lady!" Gwen frowns, looking ready to throw down. "You want to get to my cousin; you're going to have to go through me!" "And me!" Ken frowns with his fists raised. "No, wait, please, this is all just a huge misunderstanding!" Ilana waves her arms frantically, hoping to calm them down.

While the chaos between the two parties was going down, Octus remained unusually inactive. Through his cybernetic eye, he did a brief facial scan of Max, creating a 3D model on his server. He then worked through his internal files at lightning speed until he came across one called "Historical Archives." Once again, he sifted through thousands of pages of information in seconds until he came across a picture of a young man in a Plumber suit. Octus compared the two images side-by-side and his screen flashed 'MATCH' in bright green letters.

"Pardon my interruption," Octus spoke up. The fighting briefly suspended as all eyes were now on the robot. "But I do believe the older gentleman is Max Tennyson." "Max Tennyson?" Lance gasped in recognition. "THE Max Tennyson?!" Ilana gasped with sparkles in her eyes. "The same Max Tennyson who fought alongside my father to repel the Incursean Invasion and the hero who destroyed the Doom Ball at the Battle of Encephalonus IV?!" "Despite the obvious aging, facial recognition shows a perfect match." The robot states.

"I can't believe we found such a famous intergalactic hero in the middle of the woods!" Said Ilana excitedly. "I'm no hero," Max spoke out as he let go of Lance once it was clear they weren't going to attack. "I was just a man who was doing his job." "Intergalactic hero?" Gwen crosses her arms with a frown. "More secrets, Grandpa?" "Not now, Gwen!" Ken whispers out as he elbows her.

"Mr. Tennyson, sir!" Lance cries out, immediately jumping to his feet with the widest smile to ever cross his face. He was totally fanboying right now. "I am a huge fan! I've followed all your exploits while in the Academy. You were my biggest inspiration!" He salutes him as Max salutes back. "Well, it's… Always nice to meet a fan." Max awkwardly mumbles out. "We are so-o-o sorry we attacked your grandson!" Ilana apologizes, pulling Lance away from his idol before he makes Max uncomfortable. "You have to understand, we've been on this planet for almost a year now and it hasn't all been… Pleasant. We're a little on edge as of late."

"Completely understood." Max nods in response as his grandkids gather around. "It's hard to adapt to a new environment. I would know." "So, Grandpa? Who are these guys? New Plumber cadets or something?" Ben asks as he gestures to the Titan Trio. "Allow us to introduce ourselves." Ilana starts while bowing with grace. "I am Ilana, princess of Galaluna. This is Lance, I suppose you could call him my bodyguard." She elbowed her 'bodyguard' who was waving excitedly at his personal hero, then gestured to their other teammate. "And this is Octus. He's… well, he's Octus. What more can I say?"

"A pleasure to meet you." Octus kindly greets. "You, too. So, you're Reggie's daughter. Huh? I should've guessed by the hair." "Reggie?" Ilana repeated Max, quirking her brow. She probably never heard her father referred to in such a familiar manner. "Well, you already know who I am. And you've already met my grandkids, Ben, Ken, and Gwen." The elder gestures to his family as Ben walks up to the princess. "So, you're, like, alien royalty, right?" Ben said to Ilana with a raised eyebrow. "What're you doing here on Earth? And what's with that monster? And the Titan?"

"I also have a few inquiries." Octus points out. "Such as that unusual device on Ben's wrist. Its technology doesn't match anything on Earth or Galaluna." He points at the Omnitrix as the kid tries to hide behind his back in response, but luckily, Max speaks out. "I'm sure we all have a lot of questions. And we can talk about it back at the RV. I can cook us up a piping hot dish of Fu Fu!"

"You know how to make Fu Fu?!" Ilana asked excitedly. "Sure can!" Max proudly states with his hands on his hips. "Can't get enough of that bland, tasteless Galalunian cuisine!" But the kids were not up to it at all. "…Think you can still make a run into town?" Gwen whispered desperately to her cousin as Ken added in. "Please tell us the watch is recharged already? Please?!" "We're on our own." Ben frowned, showing the Omnitrix still in cooldown mode as the siblings looked up in dismay and groaned out. "Oh, great..." With everything decided, Max led his grandkids in the direction of the Rust Bucket with their 3 off-world friends following close behind, eager to have Galalunian cuisine with their hero.

But as they fled the area, none of them noticed anything out of the ordinary regarding the Behemoth carcass left behind by the Titan. They were unaware of the monster's cybernetic eyes flashing as its mechanical parts glowed with pulsating green light. Threads made from the same organic machinery jumped between the bisected halves and slowly pulled them together….


Sometime later at the Rust Bucket, both the Tennysons and the Galalunians had gone back and forth trading stories about their experiences. Ilana and Lance talked about the Mutraddi invasion, their escape to Sherman, and their heroic exploits as the Titan. The Tennysons shared their adventures during the summer between Ben finding the Omnitrix, fighting villains of the day, and their recent battle against Vilgax. But they left out the parts about Equestria magic, Canterlot City, Equestria and the mirror portal, and the Rainbooms, so they can keep Equestria safe.

All the while, Max made a tasteless dish called Fu Fu that Ilana says was a perfect replication of their home world's food, which was something even they couldn't manage with Earth ingredients. Max and the Galalunians naturally enjoyed the meal, but Ben, Ken, and Gwen secretly slipped their portions in the bushes.

"I can't believe you defeated Vilgax and destroyed his ship!" Lance said to Ben, sounding very impressed. "You're one bad dude, kid." "Aw, it was nothing!" Ben replies with a hint of smugness. "You say that after you were captured and kept switching between aliens with no clue and got lucky in the end," Gwen interjected, causing Ben to deflate as he glared at his cousin. "You only won because we were there to help, doofus." "You didn't have to put it that way." Ben pouted.

"So, has Vilgax ever invaded Galaluna?" Ken asked the princess as she answered. "No, but everyone knows about him. He's like a galactic boogeyman that parents tell their children to make them behave. You know, like… 'Do your chores and eat your vegetables, or the evil Vilgax will come and take you away.'" "Having met him, I believe it." The red-haired boy mumbles out.

"Still, the kind of stories they tell are a little silly." Ilana giggles. "One time, my father told me…." The princess trailed off midsentence, suddenly looking downcast. Lance shared a sympathetic expression and rested his hand on her shoulder to comfort her. That seemed to brighten Ilana up a little. Max felt bad for them and spoke to them sincerely. "I'm sorry about what happened to your planet, and your father. If there was anything I could do to help..." "You could come with us!" Ilana shouted, jumping to her feet suddenly and startling everyone. "Back to Galaluna! With your help, we could lead a rebellion against-"

"Sorry, but I'm retired, and well past my prime." Max rejected solemnly as he shook his head. "I don't have what it takes to go running across the galaxy and fighting intergalactic wars. I'll probably start having a sore back just by stepping one foot on your planet. Plus, I can't just leave my grandkids." "Oh… Of course. Sorry." Ilana mumbled dejectedly, sitting back down. "I was being selfish. I wasn't even thinking about your situation." Max smiles warmly. "That's quite all right. I might not be able to join your rebellion, but I do have contacts with the Galactic Plumbers. I could pull a few strings and have them send help to Galaluna."

"You can do that?!" Ilana gasped, brightening up again. "Thank you, Max!" "There are galactic Plumbers? I thought they were just based on Earth?" Ben whispers to Lance as the black-haired teen answers. "No, there are space Plumbers. The Earth group is the only one shut down, last I heard." Max spoke out. "The least I can do to help. Once we're done with lunch, I'll give old Labrid a call. He should be able to convince the Magistrata to send a squad–"

Suddenly and without warning, the round trembled violently beneath them! Both Ben and Octus fell on their backs while everyone else jumped to their feet. "Is it an earthquake?!" Gwen cries out. "Did the Mutraddi send another monster?" Lance questioned Octus. "There has been no new activity in the Rift Gate." Octus declared.

"Then where is it coming from?" Ken started when something burst through the trees, tearing a wide gash in the earth as it moved towards them. There was a flurry of activity: Octus transformed into a transparent bubble, sealing Ilana inside, and rolled out of the way, while Lance grabbed Ben and lunged to safety while Max did the same with Gwen and Ken. The object rammed into the Rust Bucket and knocked the RV on its side, thankfully only leaving a large dent in the paneling thanks to luck and its armor.

Upon further inspection, everyone realized the attacking object was a familiar four-fingered claw with a skinless arm attached. Everyone craned their heads, jaws dropped in disbelief, as the elongated head of the Behemoth appeared over the forest canopy. Its six eyes rolled around in its skull until it landed on the Tennysons and the Titan Trio, then it let out a shrill screech, dousing them with spittle. "Ew! Monster slobber!" Kate complained as a particularly large goop landed on her head.

The Behemoth raised its arm and slammed it back down again, attempting to squash the heroes like bugs. Fortunately, they were all able to dodge the blow by slipping between its fingers, though they were nearly knocked down by the tremor it created. "Quick, into the forest!" Max shouted. "We can take cover under the trees!"

No arguments were made by the kids or the Titan Trio as everyone followed the retired Plumber into the thick woodland. The Behemoth followed them with its multiple eyes, but its vision quickly became obscured as the humanoids seemingly vanished under the sea of trees. Emitting a low growl, the Behemoth marched slowly in the direction they traveled, trampling the forest beneath its claws. It was unaware that its targets had quickly doubled back and shuffled in another direction away from the monster, putting them out of its path.

The heroes took shelter at the roots of a large redwood, taking a moment to catch their breaths. Lance cautiously peeked around the trunk; eyes narrowed as he observed the Behemoth heading away from them.

"What's the deal?!" Gwen snapped at Lance. "I thought you guys killed that thing!" "We did!" Lance argued back. "Well, it looked pretty alive to me!" yelled Ken as he glanced around for it. Ilana rubs his chin in thought. "That does seem strange. We haven't had any Mutraddi that could recover from a battle since that tar monster. Octus, can you figure this out?" She asked the transparent robot as he responded. "I've already initiated a biometric scan, an electromagnetic scan, and a tachyon scan, just in case the creature possesses some trace of temporal abilities. It shouldn't take longer than thirty Earth minutes to receive a full analysis."

"And in that time, Godzilla Jr. will have leveled the entire forest, if he hasn't already decided to take a trip to town." Max frowns as Ilana speaks out in determination. "Max is right! We can figure everything out later. Right now, we need to stop that creature before anyone gets hurt." "Don't need to tell me twice!" Lance grins, punching his fist into his hand eagerly. "Agreed... Engage: Sym-Bionic Titan!"


The Behemoth grumbled as it paced another several dozen meters, swinging its head left and right with all six eyes searching in different directions. It was like trying to find a needle in a haystack. Out of the corner of its upper-right eye, it noticed the distant city of Sherman and considered crashing through the buildings to lure out the Titan. But the idea was shoved aside when a powerful flash exploded behind the monster. The Behemoth turned around and, after a transformation sequence, the Titan appeared armed with its sword and shield.

Inside the Titan, Lance and Ilana floated back-to-back, garbed in skintight suits that looked straight out of a classic anime, with Octus hovering above them. Though their mouths did not move, they were able to speak to each other through their minds. "Let's make this quick before it can do any more damage!" "Be careful, Lance," Ilana warned her partner. "We still don't know what it can do." "Agreed, perhaps it would be wise to go on the defensive." "All right, fine," Lance responds, knowing he was outnumbered. "Just make sure that thing doesn't get anywhere near Max." "And the kids!" Ilana adds out. "It was implied." "Of course, it was..." Ilana responds sarcastically to Lance.

The Behemoth stared down the Titan, lurched forward, and once again belched a cloud of noxious gas. But unlike last time, the gas cloud seemed to possess acidic properties as it eroded the trees it passed over. The Titan didn't realize this until it ate through their shield and attacked their armor, littering its body with dozens of small holes. The Titan stumbled backward, unconsciously dropping their sword, and doubled over in pain.

"Nngh! What was that?!" Ilana groaned inside the Titan. "It couldn't do that before!" said Lance. Octus observes as Lances points out. "It appears the creature has enhanced its abilities since the last time we fought it." "But that was twenty minutes ago!" "Yes, it is fascinating how it was able to improve in such a short amount of time," Octus said with a hint of fascination. "Perhaps once the analysis is finished, we might be able to-" "Whatever you do, make it fast!" Ilana cries out quickly.

In Titan's moment of distraction, the Behemoth lunged forward and tackled the mech to the ground, changing the forest landscape again. As the Titan attempted to raise itself, the Behemoth wrapped one of its clawed hands around the mech's face and shoved it back down. The Titan tried punching the Behemoth with its left arm, but the beast was quick and grabbed the mech by the wrist, forcing it down. But with its right hand free, the Titan stretched its arm until it could grab the handle of its discarded sword. The Titan twisted the blade in its hand and stabbed the Behemoth in its side. But the sword bounced off its skin, creating a noise that sounded like clashing metal.

"What the?!" Yelled Lance, stupefied as Ilana questions. "Why didn't it work?" "Inconceivable." Said Octus, equally dumbfounded. "The creature has not only improved upon its abilities; it enhanced its physical form as well."

The Behemoth removed its claw from the Titan's head, slapped the sword out of its hand, and pinned down the mech's arm. Despite their relentless struggle, the Titan couldn't break free of its hold; and with the monster straddling its waist, they couldn't lift their feet to rocket blast the creature in the face like last time. The Behemoth snarled in the Titan's face, splattering it with spittle, then opened its jaw as wide as possible and snapped it shut on the Titan's head like an alligator. The mech sparked as its helmet slowly caved in; Lance, Ilana, and Octus could feel the Titan's damage inside as their own heads were being crushed by a vice.


Back on the ground, The Tennysons watched helplessly from a distance. "They're getting pummeled!" Gwen cried in dismay at the losing battle. Ben cries out as he steps forward. "We gotta help them!" He activated the recharged Omnitrix. He shifted through the options until he found Heatblast's silhouette. He raised his hand to slap it down, but Ken caught his arm at the last second.

"Ben! Wait! That thing is almost the same size as that space tick you guys mentioned at Yellowstone Park! I'm not sure you can do anything!" "I can't just stand here and let them get pounded to scrap metal! I've got to help them, even if it's just a little bit." Ben argues back to his cousin as he pulls his arm away.

"But-" Max interrupts the older boy. "Might as well give it up, Ken. You know Ben: Once he sets his mind to something, you can't change it. Just promise you'll be careful, Ben." "I will, Grandpa!" Ben responds as he cries out. "It's hero time!" Ben slaps down the Omnitrix's faceplate and explodes in a burst of green light, transforming into the magma hero, Heatblast. The Pyronite propels himself into the air, flying around the length of the Behemoth's body, and hovers in the air in front of the creature's face. The Behemoth removes its jaws from the Titan's head, much to the relief of those inside, and stares curiously at the tiny flame. Heatblast thought he must look like a firefly to the beast.

"Wait, who's that?" Ilana asked, seeing Heatblast through one of the many monitors. "I believe that is a magma-based alien called a Pyronite," Answered Octus. "They aren't indigenous anywhere in this solar system, but based on the emblem imprinted on its chest, I assume this must be Ben using the Omnitrix." The screen zooms in onto the Omnitrix symbol on Heatblast's chest. "Okay, that's pretty cool!" Lance admitted.

"Hey, you ugly Kaiju wannabe!" Heatblast shouted at the Behemoth. "You wanna chew on something?! Then chew on this!" Heatblast throws both hands forward and unleashes the full brunt of his pyro powers on the Behemoth's face. The monolith monster screeches in surprise, taking a few steps back while covering its face. This gives the Titan the chance to lift their leg and kick the Behemoth's chest, sending it sliding back a good distance. When the Behemoth lowered its arm, it showed no signs of damage other than the black smoke wafting from its skin.

The Titan stood up and Ben landed on their shoulder. The Titan turned its head to him. "Thanks for the assist." Lance's voice came out of the Titan appreciatively. "You really saved our butts, Ben." Ilana acknowledged. "That's just what we heroes do!" Said Heatblast, trying to act cool. "It's no big deal."

What none of the heroes understood was that inside the Behemoth's mind, it was scanning and analyzing Heatblast like a computer, its six eyes flashing dimly. When the Behemoth opened its mouth next, what came out wasn't a noxious cloud of gas, but a concentrated beam at sub-zero temperatures. The Titan raised its arms to block, and its limbs were immediately coated in a thick layer of ice. Heatblast was knocked off the Titan by the beam's backdraft, his flames snuffed out and slammed into the ground with enough force to make a crater. The Omnitrix chose to time out then, possibly because Heatblast had sustained too much damage. Thankfully, Ben himself was unharmed as he groans and rubs his head.

"It can shoot freeze rays now?!" Yelled Lance as Ilana states. "It wasn't able to do that before!" "I believe the creature may have evolved to compensate for Ben's unexpected attack. If that's the case, then the creature may possess some form of reactive adaptation. That explains why weapons failed. Because it has already evolved to withstand them." Octus deduces.

"How do we defeat it?" Asked Ilana as Octus responded to the princess. "Based on its techno-organic composition, there must be some machine or computer inside it that analyzes our abilities and restructures the physical body to adapt. I'll rearrange my scans to factor in this new information." "In the meantime, we can't use any more of the Titan's powers! Otherwise, it will just adapt and make things worse!" Ilana spoke out to her partner. "It'll be difficult, but I know we can do it!"


Ben crawled out of the crater, grimacing, as his family located him and ran to his side as Max was concerned about his grandson. "Ben, are you okay?" "Well, that was a total bust." Groaned Ben as he rubbed the back of his neck. "Did anyone else notice that monster suddenly got freeze powers out of nowhere?" Said Gwen as she glanced at the monster. "I don't remember it doing that last time it fought the Titan."

"It only did that after Heatblast tried frying. It must be able to adapt to Its target, gaining new powers in response to it." Max ponders out. "Okay then... Just need to fight size with size!" Ben grins out as he selects Four Arms and slaps down, turning into the powerhouse with a grin. "Let's rumble, slimy!" He charges back into the battle, arriving to see the monster is using its new ability to push back Titan.

With its new freezing powers, the Titan was forced to go on the defensive and generated a dome-shaped forcefield around itself. But the shield wasn't going to hold forever; the barrier was already starting to show cracks on the surface.

"We can't take much more of this!" Lance gritted his teeth as Ilana spoke out. "Octus, isn't there anything we can do?!" "Further use of the Titan's powers would be inadvisable. My scan of the creature is nearly complete. We just need to hold out for five more minutes." "I'm not sure we'll last that long!" Said Lance. "Wait, what's that?" Ilana notices something charging into the fray

"Hey, tall, fleshy, and ugly!" Four Arms cries out as he leaps up and lands on the snout of the monster. It looks down as Four Arms charges up to its eye. "You hungry?! How about a knuckle sandwich?!" He bellows as he leaps up and socks his fist into one of its eyes. The result made the beast cry out as it stepped back briefly, feeling some bits of pain. Four Arms grins as he keeps punching one eye, only to feel something slimy as he looks at his hands and is disgusted by the black ooze on all 4 of his hands. "Yuck! And I thought that space tick was gross."

Just then, the monster used its other eyes to scan Four Arms and then shook its head as Four Arms cried and tried to hang on, only to get thrown away as he crashed into some tree, reverting to Ben as the boy groans out. "I hate it when stuff like that happens." Just then, the Behemoth grew 2 extra pair of arms as Ben glared up. "Hey! That's Four Arms' trait! What a total rip-off!" The Titan swiftly dashed up to the Behemoth and snapped its jaws forcefully shut before it could shoot ice. Both rolled away from Ben's direction as the young boy picked himself up, his eyes steely with determination.

"There's got to be a way to take this thing down! Just like the tick!" He rushed after them as his family joined, rushing after the 2 giants as they made a large clearing and spotted them standing off from each other. "There's got to be an alien that can take this thing down!" Ben frowns as he starts scrolling through his playlist. But Gwen grabs his right arm as she frowns at him. "Ben! Don't you get it?! Every time you use an alien on that thing, it's just going to get stronger!" "Maybe..." Max states out. "But that's what we thought about the tick at Yellowstone. And Ben didn't beat that thing by attacking the outside..."

The kids' eyes widened as Ken realized. "He beat it by going inside it! Ben! You got to find a way to take that thing down from the inside!" "Okay! But should I use Cannonbolt like last time?" Ben wonders as he gazes at his 11th alien.

At that time, the Behemoth landed a powerful 3-arm left punch across the Titan's face and knocked the mech off its feet. The Titan fell on its back with an earthshaking crash, its head landing conveniently close to the Tennyson party. The Titan turned its head with an earsplitting creak and spotted the Tennysons frozen in place.

"You have to run!" Ilana spoke through the Titan. "Get out of here before you get hurt!" "We can't just leave you!" Gwen cries out in disbelief. "This monster is too powerful!" Now it was Lance's voice. "I don't think we can beat it. You must run. We'll try holding it off as long as we can!" "But-" Just then Octus interrupts Gwen "If I may interrupt again."

"My scan of the creature is complete. And I believe I've identified the source of the creature's reactive adaptation." "What've you got, Octus?" Ilana asked hopefully. "Well, despite what we were led to believe, the creature in front of us is not its real body." "What do you mean?" Lance questioned with a raised brow. "It appears the physical body is made up of an amalgam of various creatures stung together by techno-organic wiring, like a puppet. That's why no matter how many times we damage it, the creature is constantly repairing itself. That also explained how it can freely modify itself to counteract all our abilities." Octus explained.

"Okay, so if the body is a puppet, then who's pulling the strings?" Ilana asks as Octus answers her. "I've located a single functioning supercomputer in the creature's brainstem. It must be using the nerve system to send out constant signals to the rest of the body." "So, then we just destroy it! Problem solved!" Lance states eagerly.

"It's not that simple, I'm afraid. Analysis shows that the machine is roughly a centimeter in size. Even if we knew where it was located, the likelihood of hitting it, as well as the chances of causing any real damage due to the difference in size, is 88.6 million-to-1. To put it simply: We're simply too big." Octus states out.


But unbeknownst to them, the Titan trio had been having their conversation out loud without realizing it. But because of that, Ben looked at the Omnitrix and a lightbulb went off in his head. "Then I know a hero who is just the right size." He states, activating the Omnitrix one last time. "Ben, what're you doing?" Gwen asked apprehensively.

"Giving this ugly creep a major migraine!" Said Ben confidently as he twists the dial. Ken asked his cousin in response. "I'm not sure Grey Matter can even make his way up to that thing!" "I wasn't talking about Grey Matter!" Ben grins as he finds the alien he was looking for and slaps down. FLASH Gwen, Max, and Ken shielded their eyes when the green light blasted in their faces. And when they lowered their hands, Ben was nowhere to be seen….

The Titan attempted to sit up, but the damage it had sustained was critical. Every one of its joints sparked out of control and its armor was riddled with a spiderweb of cracks. The Mech was in no position to continue fighting, which suited the Behemoth just fine. The amalgamated monster flatted itself on top of the Titan, pinning it to the forest floor while using its 4 front legs to hold its arms in place. The Behemoth sneered directly in the Titan's face, drooling on the mech's helmet, creating more holes with its new acidic spittle. But neither of them even remotely noticed the microscopic machine buzzing its way up to the Behemoth's face.

Nanomech perched himself in the middle of the Behemoth's six eyes, completely invisible to the beast due to his size. Just like Octus said, the monster was a patchwork of different parts, which meant there should be seams where the pieces were connected. And as he suspected, there was a massive thread in the middle of the Behemoth's face. The nanite hero took advantage of his diminutive stature and slipped in through the seams.

After a little burrowing, Nanomech came out to the other side in the Behemoth's cranial cavity. "Well, that was uncomfortable." Nanomech squeaked out as he shuddered for a sec. Just ahead of him was the Behemoth's brain. Like the rest of it, the organ looked like it had been dead for a while, given its gray and shriveled appearance. But according to Octus, it wasn't the brain that was controlling the beast. Nanomech did a quick flight around to the back of the monster's deceased brain and found the responsible party.

Stationed at the base of the stem was a metal ball roughly the same size as Nanomech with half a dozen nodes flashing neon-blue lights. Every half-second, the machine generated a pulse of electricity that traveled down the brainstem, likely sending signals to the rest of the body. "Found you! Now, time for a little rewiring." Nanomech grins out.


While the Titan fruitlessly flailed underneath it, the Behemoth used its bottom legs to pin the legs down and pin the arms and chest down with its 2 pairs of middle legs and grasped the Titan's head from both sides with its front legs and started to pull. Lance, Ilana, and Octus could be heard screaming inside the mech as sparks exploded from its neck. "Hurry up, Ben!" Gwen please out.


Nanomech flew up to the microscopic computer, grasping it with both hands, and pulled back, flapping his wings furiously. The machine was surprisingly resistant, clinging to the brainstem desperately as he put as much of his tiny strength into it.


The Behemoth was slowly pulling the Titan's head away, revealing the connecting wire foot-by-foot, all of them threatening to snap.


Nanomech slammed his feet into the brainstem, digging his toes into the dead organ, and used his leverage to increase the strength of his pull. The machine was still stuck. But just then, something happened to Nanomech. To his surprise, he starts glowing as in his computerized vision, words appear. "'Adapting' What's that?" He suddenly grew 2 more arms under his main set as they started yanking the machine, now twice as strong as before as it was now budging! One by one, the wires snapped off it.


Ilana, Lance, and Octus felt like they could pass out at any moment! The pain the Titan was feeling was too unbearable for words. Once the mech's head was ripped away completely, it would be the end for all of them. Though they fought as hard as they could, they were powerless to stop it! And then… It stopped.

The Titan Trio were equally surprised when the Behemoth's grip suddenly slackened. The monster's six eyes stared blankly at them before they faded into darkness, resembling the hollow shell it was. Then, to their surprise and disgust, the Behemoth fell to pieces, literally. Hundreds of fleshy parts and black cables broke away one after the other, becoming a pile of waste on top of the Titan.

A few of the pieces landed near Gwen, Max, and Ken. Gwen looked ready to vomit. "And I thought that space tick exploding was disgusting! How did this become my life…?" Gwen bemoaned.

The princess was confused as she asked out. "What happened?" Octus explained as Lance is curious about how it happened out of nowhere. "Scans show that the device holding the creature together has become deactivated." "But how?" As if in response to his question, the trio felt something knocking against the Titan's right eye. They couldn't see anything at first, but Octus initiated the zoom function of the Titan's vision until it was at a microscopic scale. They homed in on Nanomech, who was waving cheerfully with one upper hand and giving a thumbs up with his other upper hand while holding the Behemoth's broken computer brain in his second set of hands.

"It's Ben!" Octus shouts in genuine surprise. Lance praised. "Nice job! You saved the day, little man!" "Emphasis on little." Ilana teased playfully at the micro alien hero as Nanomech proudly stated out. "It's like my grandpa said: Big things come in small packages!" He then times out and lands on his feet on the eye as he grins out. "Yes! Stuck the landing!" He then checks the Omnitrix as it displays Nanomech's icon, smiling at it he realizes that Nanomech can be awesome in his own way. "Welcome to the team, Nanomech!


Twenty minutes after the battle, the Tennyson family and the Titan Trio were standing in front of the Rust Bucket, which had been righted with the help of the Titan. They left the mountain of Behemoth parts alone, saying that the military or the G3 could clean up after them. "Are you sure you don't want to come back to Sherman with us? We could have dinner at our house. It's the least we could offer after you helped us today." Ilana offers to the family as a way of saying thank you.

Max rejected, dashing his grandkid's hopes for a normal meal. "Thanks for the offer, but we have to get back on the road. We need to make a stop at the old plumber base if we want to get the word out about Galaluna." "You know, you were pretty cool out there." Lance complimented, offering his fist to Ben. "Keep up the good work, little man." "You too, big guy!" Ben responds, touching Lance's fist with his own.

"Here, we want you to have this," Octus said as he stepped in, offering something to the family. It looked like a watch, but the face appeared to be made from the same material as Octus's shell. "This is a direct link to our private communications. If you ever need assistance, please don't hesitate to ask." "Thank you for this, Octus. It's nice to know that there are friends we can count on." Ken responds as Max announces to the kids. "Well, it's time to hit the road!" "Bye, you three!" Said Gwen, waving to the Titan Trio as she entered the Rust Bucket. "Hope to see you again soon."

Ilana, Lance, and Octus waved back as the Tennyson family loaded up into the Rust Bucket and drove off, weaving around the hundreds of trees that had been broken down during the fight. The trio waited until the Rust Bucket was gone before they shared meaningful looks and activated their watches.

Everyone in Sharman looked up to the sky in gratitude as the Titan flew above their heads, knowing their guardian was watching over them….