Authors notes: Hey guys got a treat for you, since I realised you guys couldn't wait until the next update to Heroes of Power I decided to update early. Plus the White Out episode was one I have been looking forward to doing. Now there will be some alterations to this episode but for the most part. Enjoy!

Ben 10 (c) Cartoon Network

She-Ra and the Princesses of Power (c) Dreamworks Animation

:White Out:

In the coldest reaches of the planet Etheria, was the Southern Reach, a great blizzard surges through the air. Far below lies a solitary base, which was a mining camp. It belonged to the Evil Horde as its banner flapped and clicked on the pole outside.

While on the inside of the base Entrapta was hard at work in her lab, with multiple screens surrounding her. She was wearing winter clothing which was a red and greyish green fur coat, with white fur, greyish boots. She rolled over to another screen, she was looking over some math and co-ordinates.

Just then Catra appears in similar winter garments, however she was shivering from the immense cold.

"Hi, Catra! Did you have a nice nap?" Entrapta asked.

Catra groaned in annoyance before she slammed her fist on the table getting the tech happy princesses attention. "Why is this taking so long? You said there was a First Ones weapon here. Where is it?" She demanded.

"I never said "weapon", I said there's a piece of First Ones tech buried deep under the ice" Entrapta explained typing on her computer keyboard before she pushed herself over to the other screen spinning around. "and a really powerful one at that! With the energy levels we picked up, it must have been part of the First Ones supercomputer."

"Just...keep digging." Catra said getting more annoyed. "Hordak is not going to be happy if we waste his time and come back empty-handed."

"A scientist never returns empty-handed." Entrapta said in a light scolding attitude with her hair hand. "There's always data!" She said as she scooted over to another computer. "For example, the data I've been using from my studies of Rooks space vehicle." She moved to another monitor which showed her recorded notes of when she re-built the Revonahganders truck.

"Wait what, that blue guy who's with Tennyson, you know about that ship of his?!" Catra said in disbelief.

"Oh yeah I rebuilt it back when I was with the rebellion, and I couldn't help but not take notes on its construction, why with First Ones tech I could possible reverse engineer or even adapt its technology." Entrapta said buzzing with excitement.

Catra just had a blank look on her face. "I'm not here freezing my tail off for data." Look re create that tech or Find me something useful I don't care! Just do it, or we're packing up and heading home." She said seriously and she walked away leaving Entrapta to her work. "This place gives me the creeps."

Outside, Catra had good reason to be creeped out. For lurking within the shadows were rather large looking creatures. They looked like giant centipedes with large blue eyes and sharp teeth with spiked roared as it entered the mining pit below as the blizzard raged on.

Elsewhere:

Meanwhile a distance away the Dragons Daughter V sailed on the ice cold ocean through a valley of icebergs and large chunks of ice. On board the ship captained by Sea Hawk who wore a rather large winter fur coat in purple and violet.

The Best Friend Squad also had winter garments of their own. Glimmer wore a dark purple and violet winter coat with shoulder pads similar to her regular attire, ear muffs purple fire boots over her on boots. Bow wore a white fur coat with a gold strap and heart symbols with furry mittens, and furred boots that are similar to his own boots.

Ben and Rook were also in winter attire. Ben wore a green and black furred jacket with a white number 10 on his right shoulder while on his left was a white Omnitrix symbol. He wore furred boots similar to his casual attire, with bright green gloves and dark blue insulated pants.

Rook wore a white winter jacket with an Omnitrix symbol on his right shoulder, a gray supply belt with his Plumbers badge in the centre along with white pouches, he also had white furred armoured boots with gloves and his Proto Tool rested on his shoulder. He wore white goggles with an orange lens.

Adora who was currently She-Ra had no winter attire at all.

"The Dragon's Daughter Five! She cuts a fine line on the sea, does she not?" Sea Hawk said proudly as they sailed on.

"Wait, what happened to the Dragon's Daughter Four?" Bow asked as he looked over his tracker pad.

"Is it safe to assume it met another fiery demise, much like your past ships Sea Hawk?" Rook guessed.

"Nope not at all Rook, heh." Sea Hawk said confidently before he admitted. "It was termites. I couldn't save the old girl. Anyway, I'm honoured to be a part of another daring mission for the Rebellion!" He said again proudly.

"Well, you know, we needed a boat to get up here, and you...have a boat." She-Ra said.

"Yeah a boat without a heater!" Ben shivered despite his winter garments. He had a smoothie with him, but when he took a sip, he couldn't feel any liquid. He turned it upside down and sliding out was the drink frozen in ice and it splat on the ground. "Ahh should've known not to bring a smoothie to a frozen wasteland."

"Well fret not Ben my friend, this adventure will warm you to the core!" Sea Hawk said before he sounded a little down hearted. "Truth be told, I was...glad to have something to do."

"Hey didn't you say you were hanging out with Mermista?" Ben questioned as the rest of the Best Friend Squad eyed each other with concern.

"Ah yes well Mermista canceled our plans this week and she's hanging out with her other friends, and didn't invite me to join, I…" Before Sea Hawk could finish Glimmer teleported over to him sitting on the bow of the ship while giving him a hug.

"Well...let this mission distract you from all that." Glimmer said trying to be a supportive friend.

"Okay so tell me again why we're out here in the freezing cold?" Ben asked still shivering.

"We've received reports of Horde activity from the Northern Reach." Glimmer answered. "They've set up some kind of outpost, but we have no idea know why."

"In addition according to the recent transmissions Bow and I intercepted it would seem this task was made a priority mission." Rook said.

"The Northern Reach is nothing but snow and ice. What could they possibly be doing?" Bow wondered looking over his tracker pad.

"I don't know, but it can't be good." She-Ra said in a serious tone.

"Okay but shouldn't we have brought Frosta on this one. I mean isn't the cold kinda her thing?" Ben questioned.

"I would've brought her along Ben but she was too busy looking at some strange screen device in Rooks truck." Glimmer explained. "Because someone decided to show it to her."She said in a slightly scolding tone as she eyed Ben who cringed a little guilty knowing why.

Bright Moon:

In the cave housing the Proto Truck, Frosta sat cross-legged in the back. She was watching a film on the television screen which was hanging from the truck ceiling. She was watching was all but mesmerised by the film and by the princess dancing in the snow and constructing an ice palace as she sung a certain song. Frosta looked in awe at this sight.

"Wo….w!" She said completely entranced.

Southern Reach:

"Okay I'm never introducing that kid to television again." Ben admitted. "But come on she wanted to know some stuff about Earth who was I to say no?"

"Never mind, we need to focus and find out what the Horde's up to down here." Glimmer changed the subject as she walked away. Ben then turned his attention to She-Ra.

"Hey Adora, you doing okay?" Ben asked.

"Yeah why?" She-Ra asked.

"Well its just how are you not cold like that?" Ben said gesturing to her appearance.

"Oh well I guess the cold doesn't bother me." She-Ra simply said.

"Heh famous words." Ben said still shivering a bit.

Horde Outpost:

Meanwhile back at the Horde Outpost. Scorpia was in the storage area, and she was peering round one of the crates. She was looking at Catra who was jumping down from the storage crates and opened one looking for something. She too was wearing similar winter clothing to her with wool mittens on her lower arms but exposing her pincers.

She looked away and took a breath, she looked nervous. "Okay, Scorpia, get your head in the game, alright?" She said to herself. "You've got this. You and Catra have a special bond, and deep down in her heart she knows that." She scoffed confidently.

She stepped out of the crates after taking a breath, she looked to see Catra still looking through the crates.

"Uh Catra." Scorpia said getting her attention.

"Scorpia, good, you're here." Catra said not that very interested.

"Yes, I am." Scorpia smiled.

"Entrapta brought all this junk from her lab." Catra explained rather disdainfully at the mention of the tech happy princess. "Help me find a space heater or something, since apparently, we live here now." She said annoyed.

"So, I've been thinking," Scorpia said walking over slowly. "and...I know you've been really busy and focused on your career, lately, but...would you...ever want to...you know, like hang out sometime? ...With me?" She asked.

"What are you talking about? We are hanging out. Right now." Catra said not getting it.

"Yes. Totally. Totes. But uh, what I meant was" Scorpia chuckled nervously. "outside of office hours? You know we could I don't know, umm…" Scorpia blushed while getting more and more nervous she even leaned her pincer on a box next to her. "play a board game or...do some other type of bonding activity?"

She suddenly lost her balance as the box she leaned on crashed to the ground and clanking out of it was a small three pointed red First Ones disk.

This object had gotten the feline Force Captain's attention as she picked it up in her hand and stood up. The disk itself shimmered in a glow. Just then a very concerned Entrapta rushed in but Catra stopped her with one hand holding her back, while her hair arms tried to reach for the disk.

"Aaah, careful with that!" She said rather alarmed despite Catra pushing her face back. "It's a rare First Ones artifact!" Catra lowered her hand and let Entrapta explain. "I've been meaning to study it, but I haven't gotten the chance yet. The last time I deployed it, it ended up infecting my robots with some kind of…murder-virus."

Catra had a bemused look on her face as she looked at the disk. "You brought along a murder-virus, and not a blanket?" She looked a little annoyed.

"Oh, it does other things, too." Entrapta said with a smile. "For example, when it infected She-Ra, she lost her powers. Also, she got very floppy." That part of the explanation instantly got Catra's attention as she looked at the disk. "Oh it also infected Bens Omnitrix device too, caused a malfunction that turned the sparkling princess into one of his creatures." Entrapta then said.

Catra upon hearing that was beginning to like this disk more and more. If it had the ability to render her two hated enemies powerless who was she to look a gift horse in the mouth. "So a She-Ra off switch and a Tennyson kill code huh?" Catra said with a sinister tone of eagerness. "Why didn't you say something sooner?"

"So, anyway, in non...She-Ra and Tennyson business.." Scorpia said getting everyone's attention. "when I said we could do something…"

All of a sudden Scorpia was cut off by the blaring sound of alarms sounding throughout the entire base. Entrapta quickly hurried to her monitor to see what was happening. She saw an alert was sounding off in the mine shaft outside.

"Uh-oh." Entrapta said very worried.

"What?" Catra demanded.

"t's just a small bump." Entrapta chuckled nervously. "I'm sure it's fine, but...our drilling bots have gone offline. All of them. At once...Come on!" Catra looked like she was about to completely lose it with Entrapta, while Scorpia looked a little worried. "We should go check this out." Entrapta said very excited as she walked away.

"I hate this place." Catra complained as she followed the tech princess, while Scorpia's shoulders slumped down rather disappointed.

Elsewhere not to far from the outpost:

Meanwhile She-Ra, Ben and crew had docked the Captains Daughter V and were tracking through the snow and blizzard to reach the Horde outpost. Sea Hawk was at the back with Ben and She-Ra as he voiced his apparent issues.

"Come to think of it, Mermista never invites me to hang out with her other friends." Sea Hawk explained to them, just as She-Ra walked away to go further ahead. "I mean, am I not cool enough, for them? I'm so cool. I'm Sea Hawk!"

"Look dude I hear what your saying, as hard as it is to believe some people didn't think I was cool enough for them either." Ben said trying to understand.

"Really?" Sea Hawk asked.

"Yeah you know one time when I was ten my cousin Gwen wanted to attend this prep school, and during the tour she didn't want me to act like my normal self for fear I'd embarrass her. Because apparently I wasn't 'sophisticated' enough for them." Ben explained recalling the day one of his aliens broke free from the Omnitrix. "But hey it's not my fault Zombozo's Circus Freaks showed up and Ghostfreak breaking out of the watch trying to merge with me to be whole again happened." He said a little complaining. "And that wasn't even the first time."

"Yes thats exactly what I mean! Does Mermista think I'll embarrass her?" Sea Hawk asked.

"Honestly I can't see Mermista being embarrassed, though I've never seen it." Ben wondered. "But come on dude don't beat yourself up, your cool in your own way."

"You certainly have a confident motivational way with words old chum." Sea Hawk said in a thankful way.

"So I've been told by my ex's." Ben shrugged.

As they walked along She-Ra noticed something about the ground ahead. It looked like a small dip in the ground. As Sea Hawk walked he accidentally bumped into She-Ra who was kneeling down. This got the groups attention.

"What's wrong? Did you see something?" Glimmer asked as she, Bow and Rook turned to look.

"No, I think there's something else out here." She-Ra said with concern.

Ben wasn't sure but even he had to admit he was a little uneasy in seeing what his friend was talking about. "Hey, Rook, what does that look like to you?"

Rook took a close examination of the trail in the snow, and he began to see what his partner was implying. "Yes, this was not made in the snow naturally, it would appear to be gliding marks left by something in the snow."

"Oh man if it's an Etherian Cryptid. Zak would totally flip." Ben realised.

"Zak, you mean that Zak Saturday guy you told us about? The one who has a way with mythical creatures?" Glimmer asked.

"It is actually pronounced Cryptids Glimmer but yes indeed." Rook corrected.

"So is there some Abominable Snowman here we should know about?" Ben asked.

"Not to my knowledge." Sea Hawk said before he wondered. "But you know they say all sorts of strange things happen in the Northern Reach. Voices in the wind. Monsters in the snow. Machines break down. Sailors disappear without a trace." Sea Hawk whispered dramatically. "We could be next!" He then exclaimed. "I am cool, right? I am. Right?"

Everyone just bore a confused look on their faces. "So in other words this is basically Etheria's version of the Bermuda Triangle?" Ben guessed.

"What?" She-Ra asked.

"The Bermuda Triangle, on Earth it is a part of the sea where ships and aircraft vanish without a trace." Rook explained.

"Yeah until me Gwen and Grandpa Max solved that mystery when we went to this undersea resort, and fought these robo squid things that wanted their power source back." Ben remembered. "Not the craziest mystery ever solved."

Bow meanwhile was looking over his tracker pad to try and lock onto the Horde's location to no avail. "My tracker pad's been on the fritz ever since that rogue communications hub messed with it." Bow explained as Rook pulled out his own tracker. "I'm having trouble pinpointing the Horde's location."

Rook tried using his own tracker to trace the Horde's location. However his scanner was also on the fritz. "I would not just rule it down to that incident Bow, I cannot seem to lock down the Horde bases location myself. Most likely the blizzard is interfering with the signal."

"Worry not. We'll follow our instincts!" Sea Hawk shouted grandly. "This way!" He then pointed to the left. Just then Bow's tracker pad beeped.

"Or, there's this new signal, now." Bow said smiling as Rook came over to compare notes. "It's big."

"And judging by the frequency it appears consistent with the readings we found at Alwyn." Rook realised. "It would appear to be a First Ones tech signature."

"And where there's First Ones tech, you can bet one box of Chilli Fries that the Horde aren't far behind." Ben said as he put two and two together.

"So it's another mining operation, like the one from under the sea." She-Ra realised. "Where's the signature coming from?" She asked Bow and Rook.

"About a few metres that way." Bow pointed straight ahead.

"Then thats where they'll be." She-Ra guessed as the group moved forwards. Sea Hawk just grumbled and moaned as he pointed his hand forwards and followed the rest of the group.

Horde Mining Operation:

Meanwhile, Catra, Scorpia and Entrapta were on the bridge overlooking the deep pit dug below. As Entrapta looked she could see and hear no sign of drilling or the robots that are mining.

"Ah! Here we go." Entrapta said and her voice echoed everywhere. "Well...the drilling bots are gone." She said as Scorpia looked over the side of the pit.

"What?" Scorpia gasped in horror. "They just disappeared into thin air?" Entrapta looked at her tech tablet to diagnose the situation.

"Maybe there's scientific truth about the rumors of strange happenings in this region…" Entrapta explained but Catra wasn't in the mood for explanations.

"We weren't sent here to chase rumors. Hordak wants tech." Catra said angrily pointing at Entrapta's chest. "If your bots can't dig it out, then maybe I'll send you down there to.."

"Catra!" Just then a voice had gotten her attention, she looked to see the winter mist clearing and revealed She-Ra, Ben, Sea Hawk and the rest of the Best Friend Squad on the other side of the bridge. "It's been awhile." She-Ra said glaring in determination.

Catra just bore a smug smirk. "Hey, Adora. Oh and I see you brought Benny boy with you."

"I gotta say Catra I didn't take you as the snow cat type, what happened Hordak's ice machine broke so he sent you here for some ice?" Ben smirked back.

"I'll say Ben. She seems pretty far from the front line she always wanted." She-Ra agreed in a similar mocking tone. "I guess Shadow Weaver's keeping you away from the action since you lost the Battle of Bright Moon."

"So how is old masked and creepy anyway, she get any trick or treaters lately?" Ben then said.

"Shadow Weaver?" Catra said with an amused chuckle. "Wow. I always forget how clueless you are."

"And you seem to forget how vastly out matched you are." Rook challenged. "We know you seek First Ones tech and we will not allow you to take it!"

Ben then noticed that Entrapta was with them. "Entrapta, so it is true your with the Horde now?!" Ben then said to her.

"Oh hi Ben been a while, yeah I guess I am and I'm making great strives in my research and study of my experiments." Entrapta said excitedly. "What I've learned could change everything!"

Ben had a stern look of disagreement on his face, he'd seen before how some geniuses could take their ideals too far. Or not even realised their gifts are being abused.

"Changing the world has nothing to do with this!" Ben disagreed. "The Hordes gonna use what you've built to destroy Etheria and enslave it! Is that how you want to go down in history? There is such a thing as bad press!"

"We're here to take back this land." She-Ra raised her sword into the air. "It's time for you to go back to the Fright Zone."

"You want us to go?! Try and make us." Catra said almost like a maniac.

"Okay Cats you want the feel the heat?" Ben smirked as he activated the Omnitrix. "Then how about a little Heatblast!" He slammed down the dial and transformed in a bright green light. However when the light faded he wasn't Heatblast, but Rath who let out a loud roar as he flexed his steel muscles. He then addressed the Super Pal Trio.

"Let me tell ya somethin so called Force Captain Catra! Rath is not Heatblast…" Rath said with a glare. "BUT RATH IS GONNA MAKE YOU, FEEL THE BURRRRRN!"

Rath wasted no time charging at the Feline Force Captain and was ready to strike her down, until Scorpia tackled him to the side of the bridge. However in that moment She-Ra leaped up into the air and slashed her sword down to the ground but Catra leaped away and ran off the bridge. She-Ra chased her into the snow.

Rath struggled against Scorpia who held him down on the floor and was about to use her stinger until the Appoplexian roared and using his immense strength kicked her off of him. She landed on the floor, but looked to see Glimmer, Rook, Bow and Sea Hawk had joined them with their weapons and powers at the ready.

"ADVENTURE!" Sea Hawk proclaimed pointing his energy cutlass.

"This is not how this night was supposed to go!" Scorpia complained as she looked at her opponents.

"Let me tell ya somethin Scorpia probably the most decent out of all the Horde!" Rath called to her. "Rath is gonna give you a night you'll never forget!" He roared and charged at her. Like wise she growled and lunged at Rath as the two clashed hands/pincers and held each other back.

Scorpia lunged her stinger towards Rath only for him to dodge out of the way but Scorpia kicked him away. Rath roared as he leaped over Scorpia and kicked her in the back.

Sea Hawk slashed his energy cutlass at Scorpia only for her to dodge then swat Sea Hawk to the side. Glimmer quickly formed her staff and an energy blast was fired right into Scorpia's face temporarily blinding her. Glimmer launched more sparkle blasts from her hands and staff which Scorpia blocked with her claws and charged at her opponent. Grabbing Glimmer by the arm and throwing her off the side.

Rath looked in horror which made him even more angry. He grabbed Scorpia by the tail and swung her round and round until he sent her flying to the other side of the bridge.

"Now you've asked for it!" Rath roared and charged at Scorpia. She quickly recovered only to be assaulted by a barrage of blasts from Rook's Proto Tool, which allowed Sea Hawk to charge with his cutlass in hand.

Glimmer screamed as she fell into the pit below. She looked and in the darkness of the pit she made out several glowing blue eyes. She screamed and teleported away. She reappeared on the snowy ground above.

"Wha…what was that?" Glimmer breathed in shock at what she'd just seen.

"Hah hah!" Sea Hawk exclaimed as he and Rook clashed their respective blades against Scorpia's thick armoured pincers.

"Stand down Scorpia you are outmatched!" Rook exclaimed.

"Not a chance!" Scorpia growled in effort.

"But hey, while we're here, would you describe me as cool?" Sea Hawk asked much to Rooks disbelief. "Be honest, now."

"Potentially!" Scorpia grunted with effort. She broke the two rebels guard and pushed them away. Rook and Sea Hawk readied their blades. Rook charged forwards swinging his blade at Scorpia who just dodges and blocks his blade attacks. Sea Hawk leaps over the Revonnahgander then attempts to strike her in the back only for Scorpia to grab his wrist and throws him into Rook.

During the chaos Bow noticed Entrapta was making a run for it. He quickly followed her in pursuit. "Entrapta! Whatever you're doing here has to stop!" Bow shouted as Entrapta whipped under the bridge and back onto the top further away. "You don't understand the forces you're messing with!"

"I know! That's the fun of it!" Entrapta yelled back.

Meanwhile Glimmer was back up on her feet after seeing what was in the pit. Rath came over. "You okay?" Rath asked.

"I'm fine." Glimmer said, just then she realised that one of their party was nowhere to be seen. "Ben we have to find Adora and help her!"

"You don't tell Rath what to do!" Rath exclaimed. "But we'll go and help Adora, only cause its my idea!" He then ran off into the snow to help Adora with Glimmer close behind.

"Shesh talk about temper issues." Glimmer muttered to herself.

She-Ra transformed her sword into a staff and swung it at Catra who back flipped out of the way. She-Ra struck the ground with her staff only for Catra to once again dodge it, moving quickly she dodged her enemy's staff strike as it pierced the ice behind her.

She-Ra growled as she pulled out her staff just to see Catra run away. Acting swiftly she switched her staff to a rope and launched the lasso at Catra catching her boot tripping her to the snow covered She-Ra pulled her back then reformed her sword and pointed it straight at her opponents face.

"Don't move!" She-Ra exclaimed.

However Catra wasn't at all intimidated, she could only scoff. "Oh, please. You'd never have the guts." She-Ra had a look of reluctance, she wanted to stop the Horde and her former friend for good but she just couldn't do withdrew the sword.

Catra bore a sinister smirk on her face. "You know, as much as I love our fights, it's way too cold for this." She pulls out a certain red disk. Why don't we try something new?!"

She placed the disk right on the runestone in the sword and after a brief flash it turned red and red roots emerged all over the sword. She-Ra cried out in pain as she felt the roots over take her as well. She glowed red as a massive energy wave over took her.

Glimmer teleported in with Rath next to her. "Catra what did you do!"

She-Ra roared out in uncontrollable rage with her eyes glowing red and Rath recognised that all too well. "Ah poodoo! Not this again!"

She-Ra charged with uncontrollable rage and slashed at Catra who jumped out of the way to avoid the sword as it smashed an ice block to bits. She turned her rage filled eyes to Glimmer and Rath who quickly evaded her attacks, as she smashed another ice block.

Catra quickly ran to cover where Scorpia and Entrapta were hiding close by. "You said she'd be powerless?!" She questioned the tech princess who just smiled.

"She will be. Eventually. I think." Entrapta explained.

However as Catra looked at a rage filled uncontrollable She-Ra try to smash Glimmer as she teleported away to avoid her sword strikes. "Actually, this is pretty cool." Catra smirked.

Glimmer narrowly avoided another of She-Ra's attacks as she yelled in rage. "I know you're still in there, Adora! You've got to snap out of it!" Glimmer pleaded as she teleported away when She-Ra slashed at her. "Let go of the sword." Glimmer quickly teleported away as She-Ra slashed behind her. "You're gonna be okay, I promise!" Glimmer kept teleporting away from her attacks. Bow, and Rook arrived training their weapons on the rage filled princess. They tried to get a good shot to neutralise her.

Glimmer teleported in only for She-Ra to elbow her in the gut knocking Glimmer to the ground. She-Ra raises her sword and is ready to strike her down.

"Glimmer!" Bow exclaimed in horror. Before She-Ra's sword could strike Rath quickly grabbed her from behind in an arm lock.

"GO GET HER OUT OF HERE!" Rath yelled, so Bow, Rook and Sea Hawk quickly ran and grabbed Glimmer helping her to her feet and ran from the battle field.

"Let me tell ya somethin She-Ra Princess of Power also my best friend Adora!" Rath exclaimed as corrupted She-Ra growled and raged in effort to break free from his grip. "If you don't snap out of this bad disk rage Rath will snap you out of it!"

She yelled as she tripped up his left leg and grabbed him by his arm throwing him into an ice block, with her immense strength.

Rath got up and growled as he charged at She-Ra with immense speed, as does she. She-Ra slashes at Rath and he blocked the attack with his claws on his hands before he backflipped backwards and kicked her in the jaw knocking her back.

The Appoplexian threw several punches at She-Ra who dodged his attacks and blocked a fist strike with her sword and blasted him back with immense force. This just made Rath more angry, and as She-Ra lunged at Rath he leaped up and threw a roundhouse kick but she grabbed him by his ankle and swung him into an ice wall which left a Rath shaped hole.

"Grr that stung Adora!" Rath growled as he charged back into the fight.

"Hahhah now this is entertainment!" Catra exclaimed seeing She-Ra go one on one with Rath.

From afar Rook and the others could only watch the fight. "Wha..whats happening!?" Sea Hawk asked in horror.

"I…its that First Ones disk Catra used it on her." Glimmer breathed in exhaustion.

"What?! But I thought we destroyed that disk?"Bow exclaimed.

"It would seem Entrapta repaired it." Rook said seeing how more aggressive than she was in Dryl according to Bens side of the story. "And it is much more potent this time!"

"Ben be careful you can't her touch the watch!" Glimmer called out to him.

"YOU THINK RATH ISN'T TRYING!" Rath yelled as he charged at She-Ra and she changed at him and with one loud bang their fists collided unleashing a powerful shockwave that knocked everyone down and shattered more than a few glaciers.

Rath felt a shock in his wrist as he saw She-Ra lunge at him sword first but he quickly slipped behind her grabbed her by the cape and slammed her to the ground. He then pinned her under his right knee and hand started to endlessly punch her in the face with his free left fist.

"Change back!, change back!, change back!" He exclaimed.

After about twenty punches to the face Corrupted She-Ra grabbed his fist in her bare hand and in a tight grip nearly broke his knuckle. She growled as she then swung Rath off of her and he crashed into the ground as she pinned him then moved to grab the Omnitrix on his chest which began surging with energy as Rath cried in pain red roots began to grow on a red glowing Omnitrix.

"BEN!" Bow cried as he fired an arrow at She-Ra catching her in a net blasting her off Rath who was still screaming in pain.

"Ben!" Rook and Glimmer ran to him.

"STAY AWAY!" Rath yelled in pain as red energy surged around him and let out his own shockwave of red energy. Everyone was blinded by the blast.

"OOOO here we go!" Entrapta said excitedly.

The light faded and everyone present looked to Rath, his appearance had changed he looked a lot bigger and red roots were bulging out of him like veins. He growled then he looked up with glowing red eyes and snarled with the appearance of a rabid animal.

"What the hell happened to him!" Scorpia asked a little horrified.

"B…Ben?" Glimmer asked very afraid.

However in that moment their attention was drawn to corrupted She-Ra who tore away the net she was trapped in like it was nothing. It also attracted the attention of Corrupted Rath who looked with a savage look. In a flash he charged at She-Ra and landed a devastating punch which blasted her across the ice and sent crashing into a glacier.

He then lunged at She-Ra roaring like a savage as he slammed his fists at She-Ra punching her deeper and deeper into the ice as she blocked it with her sword. He pulled her out of the ice by her foot slamming her into the ground multiple times and then tossed her into another glacier.

Rook looked in horror and concern. "Something is wrong I have never seen Ben act this vicious even as Rath."

Glimmer teleported away and reappeared behind the savage Appoplexian. "Ben stop! You just need to stop Adora not try to kill her! Ben answer me!" She yelled.

However when Rath turned to face her he had an enraged look as he managed to summon three words. "BENS NOT HERE!"

He moved to swat Glimmer across the ice, and she yelled in pain as the force hurt her. Rath was ready to crush her until a cable wrapped around his right wrist. He looked and saw Rook trying to hold him back.

"Ben we are not your enemies! I know you are in there! Try to think!" Rook pleaded with his partner. Savage Rath just roared as he yanked Rook over to him and was ready to stab him with his wrist claw but suddenly a net ensnared him and shocked him with high voltage.

Rook quickly disconnected the cable, and ducked to the ground to see it was Bow who fired that arrow saving his life.

The group quickly got together in a group. Corrupted She-Ra recovered and then lunged at the group and struck the sword in the ground as Glimmer teleported them away. They reappeared a distance away as She-Ra struggled to pull her sword out of the ice growling. She pulled and pulled and suddenly it surged with red energy and as she pulled it out the ice cracked and crumbled at their feet.

Rook, Glimmer, Bow and Sea Hawk screamed as they fell into the abyss below as the ice crumbled onto them burying them.

Corrupted She-Ra panted in exhaustion just as Catra was laughing with delight. "This is the greatest thing that's ever happened."

However the moment that She-Ra turned to Catra her attitude changed and charged at her new target. Catra quickly dodged out of the way as She-Ra slashed at her with her sword. Scorpia looked in horror whilst Entrapta hid behind a snow mound and out of all things she's laughing.

Catra dodged another attack from She-Ra's sword only for her to swat her with her free fist sending the feline Force Captain flying across the snow where she lands on all fours. She tosses snow into She-Ra's face temporarily blinding her. But suddenly they had bigger problems. For Savage Rath had torn free from the electro net and blasted towards the battle, and swatted She-Ra away with one whack.

"Tennyson?" Catra asked but was greeted by a savage look on the Appoplexian's face as he grabbed her by the leg and slammed her into the snow and tossed her to an ice wall. Then he blasted towards her and threw several clawed fists at Catra who moves quick to dodge them.

"Interesting." Entrapta observed from afar. "Last time the First Ones artefact infected Bens Omnitrix it turned Glimmer into one of his aliens." She looked at Savage Rath still trying to claw Catra to bits. "But this time it's trapped him in a rage, maybe this Omnitrix's store of secrets is much more than I dared dreamed!" She gasped with excitement.

Catra dodged another clawed attack from Savage Rath only for him to knee her in the gut as she cried in pain and then followed by a swat across the face with his fist. Sending her crashing into another glacier. Rath leaped up and landed over her. Catra quickly grabbed a large shattered piece of ice and blocked his barrage of punches.

"SOMEBODY GET THIS GUY OFF OF ME!" She screamed, as for once in her life she was very afraid, she had never seen Ben this savage before. Rath grunted and growled as he punched and punched at the ice which was starting to break apart.

Then suddenly he stopped as he felt something struck him in the back. Then instantly he collapsed to his knees and fell face first next to Catra. It was discovered that Scorpia had stung him with her stinger.

"You okay Wildcat?" Scorpia asked in concern. Suddenly She-Ra punched Scorpia away with immense force and now , Catra was at her mercy. She-Ra grabbed Catra by the foot and slammed her into the snowy ground about three times then tossed her across the floor.

Catra tried to get up but looked to see a sadistically smiling She-Ra she laughed in such a manner and raised her sword ready to strike her down. Catra looked terrified as for once in her life she was more afraid than the kind Shadow Weaver made her feel, since it was fear of her former best friend.

"Adora! Wait!" Catra cried desperately.

Scorpia gasped in horror as she saw her fellow Force Captain was in trouble. "Stay away from her!" She growled angrily.

Before She-Ra could strike Catra down Scorpia tackled her from the side forcing her to drop the sword next to Catra who yelped in fright. Scorpia landed near a snow mound still restraining She-Ra. She-Ra's eyes suddenly turned back to blue and one flash of light later she reverts to Adora.

Entrapta then came over using her hair to walk. "Oh! I get it now! The sword got infected, not Adora herself. Huh. I guess she really is organic matter." She studied.

"Catra, are you okay?!" Scorpia asked in concern as Catra came over holding the sword on her shoulder cackling.

"That went so much better than I could've ever hoped." She kneeled down to Adora lifting her chin with the sword hilt looking at her smugly. "Looks like you're mine now, Adora. You and Tennyson." She said looking to the downed unconscious body of Rath.

"So how do we change him back?" Scorpia asked. Entrapta went over to the unconscious Appoplexian and used her hair to turn him onto his back. She studied him for a minute then had an idea.

"Ah." She said as she twisted the Omnitrix dial then slapped on it and one bright red flash later Rath reverted back to Ben. "Very simple to use." She said.

Catra then came over and kneeled down over Ben. "Not so powerful now are you Benny boy, and now maybe we can see what makes that watch of yours tick." She said as she looked at the Omnitrix which was covered in the same red roots. "Come on get them inside."

Scopria picked up Ben and threw him over her left shoulder while carrying Adora's unconscious body as they headed back inside. Little did they know they were being watched by something coming up from a hole in the caverns it now had glowing red eyes. Growling.

Meanwhile below in the collapsed cavern, the snow was suddenly blasted away and emerging from it was Rook wielding his Proto-Tool shield as he protected Glimmer, Bow and Sea Hawk from the avalanche.

"Is everyone alright? Sound off." Rook called, as Bow, Sea Hawk and Glimmer groaned.

"We…we're okay Rook thanks for the save." Bow said brushing the snow off of him.

"Well, I for one, am shocked and terrified. What happened up there?" Sea Hawk asked rather shocked.

"It's Entrapta's disc. It infected She-Ra and Ben once before." Glimmer explained. "But why did it make Ben so savage, I mean last time it turned me into one of his aliens?"

"It must depend on the alien that Ben uses." Bow wondered. "I mean if Upgrade caused that energy overload that gave you his powers Glimmer."

"It may have affected him differently as Rath, amplifying the rage element of the Appoplexian DNA." Rook realised where Bow was going.

"You know I've meant to ask why is Ben so angry in that form?" Sea Hawk wondered.

"Because Appoplexians, that is Raths race rely more on brute strength and anger rather than logic, and reason." Rook explain.

"Ah so that explains the whole talking in the third person." Sea Hawk realised.

"Nevermind that!" Glimmer said snapping them to attention. "We've got to get to Catra and destroy that disc for good."

"Also if they have Ben it may only be a matter of time before Entrapta begins studying the Omnitrix, to either remove it or worse reverse engineer it." Rook voiced in concern.

They looked and saw standing between them and the base was the collapsed cliff. "Okay. Let's go, Glimmer. Teleport us up there." Sea Hawk said determined. "Adventure!"

"I can't. I exhausted my magic in the fight." Glimmer groaned in exhaustion. This got Sea Hawks attention "Until I can recharge, we're climbing."

"Well, that's terribly inconvenient. Shouldn't you keep better count, or something?" Sea Hawk pointed out.

"Then we work with the basics." Rook said as he fired his Proto Tool grappling hook and it latched onto the rocks above. He tugged the rope several times to make sure it was secure. "Okay it is solid, lets get climbing."

"Glad to see your preparedness Rook." Sea Hawk complimented as the group started climbing starting with Rook, followed by Glimmer, Bow and Sea Hawk.

Glimmer suddenly slipped her foot but regained her footing quickly. "I hope Catra survives She-Ra and Rath so I can wipe that smirk off her face myself."

Horde Base:

Meanwhile in the Horde mining base, Ben groaned as he was regaining consciousness he saw he was inside a metal structure. He was rather groggy and his vision was blurry until it sharpened again.

"Ugghhh I have the headache but I don't recall the bad smoothy." Ben groaned just then he looked and saw he was in cuffs, but more to the point he saw red roots on the Omnitrix, and then it all came back to him. "Ohhh man." He groaned silently.

He then heard laughter as he looked to see Catra gloating with the sword in hand over an unconscious Adora. "Always so perfect, look at you now. You're coming back to the Horde, under my command."

Scorpia looked a little unsure. "So we're, uh, keeping her…?"

"Catra!" They looked over and saw that Ben was fully awake.

Catra looked smug as she went over to Ben with the sword in hand. "Well well look who just woke up. Sleep well sleeping beauty?"

"You won't be laughing when I get out of this!" Ben tried to move but he couldn't. "Wha…wait why..why can't I move!"

"Ooo yeah sorry I kinda had to sting you with my tail." Scorpia said apologetically. "So sorry but don't worry the effects should wear off in a couple of minutes."

"But by that time you'll be rotting in a cell, right after we get a good look at that watch." Catra said when right on cue Entrapta came up and studied the Omnitrix noticing its change.

"Fascinating the device seems to have gone under a significant change since last I studied it." Entrapta diagnosed. "More dial based controls and an armoured function, amazing!"

"Yeah yeah the point is can you get it off?!" Catra exclaimed.

"Oh we're back to this again Cats I told you it doesn't come off and even if you did it wouldn't work for you?" Ben said.

Entrapta took a closer look at the Omnitrix. "Hmm I think he's right, based on my diagnosis it would seem it is fused with his very DNA making removing it rather impossible."

"Yeah and that nasty energy blast you get trying to remove it." Scorpia pointed out. "Now uh back to my we're keeping Adora thing."

"You saw her out there." Catra said as she looked at the sword. "As long as we have this sword, we have the power to make her go berserk. We can turn the Rebellion's own hero against them. That's good." She said looking at Adora smugly. "And having Tennyson is a bonus, we have the power to turn him bezerk too! I wonder which of your friends I'll have you annihilate first." She chuckled.

Scorpia just chuckled nervously because deep down she didn't like the Ben just let out a laugh out of nowhere almost as iff he'd heard a very good joke. Which put a confused look on everyones faces.

"Uh…what are you laughing about?" Catra asked with a raised eyebrow.

"Oh nothing it's just, you called Adora dense, but look who's talking!" Ben chuckled which put an indignant look on Catra's face. "You see in order to use She-Ra you'll need Adora to say For the Honour of Grayskull, but when she wakes up that'll be a lot harder than you think."

"Whats that supposed to mean? I have her under my control thanks to that disc?" Catra questioned.

"Uh yeah no, the disk doesn't do that and I don't know if Entrapta told you this, but the last time the sword was infected lets just say she was a few shakes short of a full smoothy." Ben chuckled mockingly.

"Hmm that is true she did act a little strangely." Entrapta said just then she heard a beeping from her console and she went over to it making a few key strokes. "Oh It looks like the bots were able to pinpoint the First Ones tech before they disappeared. If you just give me a little more time."

Catra just groaned in annoyance. "Ugh, hey. This dumb mission is over. We have what we need right here, the ultimate weapon." She said looking over Adora. "And one way or another we either get that watch off or we'll use the disc to control him."

"Not how it works fur ball." Ben called out.

"Whatever, pack up. We're taking them back to the Fright Zone." Catra said to Entrapta.

"Oh, wanted us to dig a useless hole for nothing?" Catra said getting more annoyed at Hordaks pointless agenda. "Forget it, I'm bringing She-Ra and Tennyson back."

"Oh please your practically begging Shadow Weaver to take credit from you again?" Ben questioned in his paralysed position. He didn't even notice that Adora woke up and had a goofy smile on her face as she walked away.

"Yeah well Shadow Weaver is no longer a problem." Catra said bitterly.

Ben picked up on the tone that Catra said. "Whats that supposed to mean?" Suddenly an alarm blared off around the complex getting everyones attention. "Whats that?" Ben asked.

"Its the none of your damn business alarm." Catra said angrily. "I'll go. It's probably just more Rebel idiots. Scorpia, keep an eye on Adora and Tennyson." She said walking away with the sword. Leaving Scorpia to look after their prisoners.

"Heh, yeah. Yeah. I will absolutely look after this sleeping, non-moving person, and the paralysed person." She looked and saw that only Ben was there and Adora was nowhere to be seen.

"Uh…" Scorpia wondered where one of her prisoners had gone.

"Yeah surprised me too?" Ben said.

She turned to Entrapta who just pointed with her hair. "She went that way." Entrapta pointed out.

Scorpia moved to pick Ben up by his legs and drag him along to find Adora. Ben suddenly realised he could feel some sensation in his hands again so he quickly moved his hand to his pocket and discreetly pressed something in his right coat pocket. It was his plumbers badge which started beeping.

Meanwhile:

Rook, Glimmer, Bow and Sea Hawk continued to scale the ice mountain side to make it back to the Horde base. It wasn't easy with Sea Hawks constant complaining, about whether he was cool or not.

"I'm a pirate! Pirates are the definition of cool." Sea Hawk complained as they continued to climb. "Although, you would think that I'd get invited to more parties...I mean, you think I'm cool, right?"

Suddenly he lost his grip and screamed falling. Bow gasped as he fired an arrow with a rope attached and the arrow head opened to fire a rope that caught Sea Hawk by the shoulders. He started to break out a sad shanty.

"I'm Sea Hawk, I am, I am Want to take a guy for granted, then I am your man." He sung as Bow pulled him back up. "Unappreciated in all I do, why can't they see, I'm very cool. Guys, back me up, I'm very cool!"

"Sea Hawk while you have musical talent we must take care, the singing could cause an avalanche." Rook said to him as Bow pulled him up to the ledge. Just then he heard a beep from his plumbers badge and pulled it the holo display it picked up a signal from another badge.

"Rook what is it?" Glimmer asked.

"It is Ben he must have activated his Plumber badges homing signal we can track him." Rook explained. "If we find him we find Adora."

"Then lets go!" Glimmer said as they continued their climb, while Sea Hawk moaned in sadness.

Horde Base:

Scorpia meanwhile was searching for Adora in the base, and had Ben over her shoulder as he got tired of being dragged along the floor. Despite the circumstances the Omnitrix bearer couldn't help but hear Scorpia grumbling.

"Hey something bothering you?" Ben asked for the sake of conversation.

"Uh yeah a little!" Scorpia said a little annoyed. "I just wanted a moment alone with Catra, but, no, I'm stuck babysitting her ex-best friend, and her potential lover."

"WHA?!" Ben exclaimed indignantly. "Where the heck did you get that idea! I don't have a crush on Catra!"

"Oh yeah what about your teasing or raised eyebrow! Or how you danced at Princess Prom?!" Scorpia said.

"Uh its called banter and I don't know if your angry friend Lonnie told you this but I already have a girlfriend!" Ben said.

"You do?" Scorpia asked.

"Yeah!" Ben said.

"Oh thank goodness." Scorpia said a little relieved.

"And hey this whole thing isn't easy for Adora either try and envision it from her perspective." Ben then said. "She had to leave her best friend she's known for years when she found out what the Horde was really doing."

"But why though?" Scorpia asked.

"Because it's called a choice something you could make if you stop to think about it." Ben explained as friendly as he could.

Just then a silhouette ran by in the crates. Then suddenly a bang of clanging metal was heard. Scorpia looked in alert and coming out of nowhere Adora hit Scorpia in the face with a mop and that caused her to drop Ben on the floor with a THUD!

"OW! Yep I can feel pain again!" Ben groaned knowing the stinger effect was wearing off.

Just then Adora came over rather drunk and knelt down to Ben. "Oh hey Ben, you look silly heh." Adora said drunkly. "Hey do you think I'm pretty heh heh." She said blowing a raspberry.

Ben couldn't help but crack a chuckle at that. "Man I forgot how funny that was."

Scorpia then came over. "Uh...you okay, there, Adora?"

Adora squinted turning to Scorpia and then gave a goofy smile. "Wow. You...are a big bug." She said falling on her back with the mop.

"Whew, yep. That is the truth. Glad you're seeing clearly." Scorpia said as she grabbed Adora by the hand and Ben by the winter coat hood. "Now, come on.I'm taking you both back to the lab." She walked to the door while Adora was humming to herself.

However when Scorpia looked at the keyboard at the door she had a problem. "Aw, now what was the code again?"

"Seriously? You don't know the security code?" Ben asked.

"Uh I do its just not on the tip of my tongue." Scorpia said.

"You know you could just write them down so you don't forget?" Ben asked.

"Yeah uh thats a problem." Scorpia said honestly showing her pincers for empathis.

Ben suddenly got the idea. "Oh right sorry I didn't mean."

"Ah no worry I get that a lot I'm used to it." Scorpia said understanding before turning her attention to the keypad. "Now lets see was it ah…"

Just then Adora started pressing buttons on the keypad while acting silly. "Boop, boop, beep boop!"

"Stop that!" Scorpia said truing to stop her from messing with the key pad. Adora suddenly disappeared she looked around for any sign of her.

Just then she popped up again behind her back and started pressing buttons again over her shoulder. "Boop, boop, beep beep!" Scorpia quickly grabbed her and tossed her to the side and she tried to think what the code is. Ben being sympathetic tried to help.

"You know maybe its as simple as five two four three one." Ben suggested.

"No thats not it okay, wait, I'm pretty sure it was.." Scorpia tried but then Adora messed around on the keypad pressing buttons again and Ben still not able to move his legs or arms couldn't do anything about it. Scorpia pulled her away getting more and more annoyed. "Don't, don't! Stop!"

Scorpia then put Adora on the floor sitting in front of her. "Why are you making this so much harder for me? !" Scorpia exclaimed with her voice cracking at her breaking point while Adora bore a goofy tired face. "I'm a woman on the edge! I've had a real challenge of a day!"

"Hey hey Scorpia look take a breath and calm down." Ben suggested.

"HOW CAN I TAKE A BREATH WHEN NOTHING IS GOING RIGHT!" Scorpia cried out.

"O…kay." Ben said calmly. "That worked better on Perfuma." He said to himself. Just then Adora appeared on the keypad again and pressed buttons again. Scorpia pulled her away just then the console glowed green and almost immediately the door opened.

"How did you do that?" Scorpia asked confused. Ben was also confused given Adora's condition she couldn't think well.

"I put in Catra's favorite number." Adora said sitting crosslegged on the floor she said laughing through her nose.

"Seriously the code is Catra's favourite number?" Ben questioned why would The Horde make the codes that obvious?

"Well duh." Adora chuckled drunk.

"Ugh, I get it. You know Catra's favorite number and I don't. Rub it in my face, why don't you?" Scorpia groaned in annoyance.

All of a sudden a loud crash of metal was heard alerting everyone, minus Adora. "What the heck?" Ben exclaimed as they rushed to the door and saw that the hallway was completely gone like something had crashed through it.

"Uh...that's not good." Scorpia said.

"Yeah I don't think hallways are supposed to look like that?" Ben said, but then as Scorpia looked at him in surprise he looked and saw he was standing up. "Hey I can feel my legs again!" He realised with joy.

Before he could celebrate Adora laughed and went outside in the snow and stuck her tongue out to catch some snow flakes. Ben would've cracked a chuckle at what she was doing however he noticed something moving close by something with big glowing red eyes.

He gasped in realisation to the fact that whatever it is it didn't look good. "Adora!" Ben ran out to help her, and it was in this moment he felt feeling in his arms again and quickly pulled Adora away just as a large shadow emerged from above them. However Adora was too busy gawking to even move away with Ben pulling her.

"Adora come on!" Ben tried, suddenly he felt himself being picked up and looked to see Scorpia grabbed him and Adora running back inside and tossed them in as she closed the door just as the beast passed by.

Ben groaned as he sat back up in shock. "What in the name of Sumo Slammers was that?!"

"I don't know but change of plans, how about we stay inside?" She suggested to them.

"Yay, it's a girl's night in!" Adora said drunkly as she slipped into Scopria's arms as she slid back down to the floor. "Oh hey Ben."

"Geeze make me feel like a third wheel." Ben grumbled.

Meanwhile:

Outside Rook, Bow, Glimmer and Sea Hawk had managed to climb back up to the ledge. Rook helped Glimmer up while Sea Hawk and Bow climbed."Any sign of She-Ra and Ben? Preferably the version of them that won't throw us off a cliff?" Bow asked nervously.

Rook looked around as did Glimmer, "There is no sign of them, they may have been captured. Which means they must be holding them close by." Rook called.

However Glimmer looked scared and horrified when she saw something. "Uh guys, there's no Ben or She-Ra.." Just as Bow and Sea Hawk got back up to the ledge they saw what Glimmer was so scared of. "Just a terrifying snow monster!"

One of the large monsters that had been stalking the outside of the base was rampaging through it tearing it apart. Its eyes glowed red and bore sharp fangs.

"This must be the creature that left those tracks from before!" Rook realised. However what they didn't realise was something had creeped up behind them. They turned round when they saw a shadow looming over them. It was another one of the monsters. Which let out a bellowing roar.

"RUN!" Rook cried and the group ran away from the beast for dear life towards the base. Rook fired his Proto Tool at the beast but the laser blasts deflected off its armoured skin. They ran but failed to notice that Sea Hawk was separated from the group as he was running towards the nearest building.

Horde Base:

Inside the storage area of the Horde Base Scorpia was keeping an eye out, of the small window in the door while holding Adora. Ben was sat next to one of the crates.

"Can't believe I'm stuck in a closet here with you." Scorpia complained to Adora. "I should be by Catra's side, protecting her. Why can't you just stay out of our way?"She said sitting down next to Ben.

"Uh probably because the Horde is destroying Etheria, and treating its people like slaves!" Ben called out. "Adora unlike Catra has a code and she knew it was wrong what the Horde was doing she made a choice!"

Scorpia sighed as the whole room went quiet. After a minute of awkward silence Scorpia sighed. "Hey uh…Tennyson, you mind if I ask you something?"

"Well its not like I'm going anywhere okay shoot?" Ben replied.

"Okay well uh…I've been wondering. Why did you stop me from falling back at the pass?" Scorpia asked. "Its just your the enemy so why would you save me?"

Ben just sighed at that question. "Well come on, we maybe on opposite sides, but I wasn't not just gonna let you fall to your death." Ben answered. "Its not how I do things."

"Oh wow well thanks." Scorpia said honestly.

"Hey no problem, and by the way thanks for the save before." Ben said.

"Oh your welcome." Scorpia answered. In truth Ben had a few things on his mind as well.

"Hey Scorpia while we're in here do you mind if I ask you something?" Ben then asked.

Scorpia was a little surprised by that, but since they we're stuck in the storage room with no way out. "Uh okay?"

"So your a princess right?" Ben asked to which Scorpia nodded. "So how come your not with the other princesses? I mean I saw you at the Princess Prom before the whole party crashing thing."

"Oh well I guess its because I don't really fit in with the other princesses I'm just different from them." Scorpia explained in all honesty. "And also my family gave sanctuary to Hordak and the Horde before they turned it into the Fright Zone, so yeah its why I don't get invited to many Princess things." She explained.

"Oh yeah I get that but whats wrong with being different?" Ben asked which got Scorpia's attention. "I mean I've met the other princesses and they're all different but thats what makes them unique. Listen I'm gonna let you in on a little secret, on the planet I come from most view princesses as beautiful girls stuck in towers as damsels in distress."

"Really?" Scorpia said rather surprised.

"Yeah but I've met princesses before me and Rook came to Etheria and they are very different then what you seen in Disney movies and old kids story books." Ben explained. "Some are generals leading armies and some are tribe leaders wanting coexistence and will do anything to protect her people." Scorpia just couldn't believe it as Ben continued. "So whats wrong with different, that just makes you unique."

"Wow I never really thought about it like that." Scorpia wondered.

"So on a new subject how come you don't have powers like the other princesses, I mean the super strength and pincer claws are cool but didn't Shadow Weaver have that Black Garnet Rune stone so isn't it yours?" Ben asked.

"Yeah well I don't really have a connection to my runestone, I've tried but just no spark." Scorpia explained. "So yeah no powers."

"You really have no super powers?" Drunk Adora asked as she flopped onto the floor.

"Okay how do you put up with this?!" Scorpia asked.

"Well I did say she'd be a few shakes short of a full smoothy." Ben pointed out. "Plus Catra plans to control She-Ra like this, she doesn't really think things through." He joked.

"Hey she's just under a lot of pressure since getting promoted to Hordaks second in command!" Scorpia exclaimed.

That last part took Ben by surprise. "Hold on second in command? I thought that was Shadow Weavers job?"

"Well not anymore Hordak locked her up and promoted Catra, and she's been so busy and expects me to make time for her! I just wanted to spend time with her outside of office hours!" Scorpia vented.

Ben was surprised, learning that Shadow Weaver was demoted and Catra taking her place guess she learned something from their time in the Beacon after all. But he still couldn't understand why Scorpia defends Catra despite her treatment of her.

"Uh Scorpia don't take this the wrong way but how do you deal with Catra? She treats you like dirt and you still stick around?" Ben asked.

Scorpia sighed before she explained herself. "Its just, Catra was such good friends with Adora until she defected and I've been trying to be a better friend so she's not alone any more." She explained. "She doesn't show it but she's taking it hard, and I'm trying my best but its like she doesn't know I'm there."

Ben had to admit he was starting to admire Scorpia's good heart despite being on the side of the Horde. If anything she's the only pure heart out of them.

"Well she's no gem herself Scorpia, all she does is try to prove she's more than Shadow Weaver thought she was, but its taking her to a dark place." Ben explained. "I've actually seen her memories of her and Adora's past, so I know what I'm talking about. But I do admire your persistence if anything your the only decent one in the Hordes band of cutthroats."

Scorpia couldn't help but smile warmly at what he was saying to her. "Oh uh thanks Tennyson." She said.

"No problem, oh and if you want you can call me Ben." Ben said to her.

"Oh okay Ben." Scorpia smiled.

"Wow you guys really are good friends." Adora said rather drunk. Just then someone came through the door and Scorpia perked up.

"Catra!" She said excitedly.

"Rook!" Ben stepping in from the cold was none other, than Sea Hawk. He breathed in relief as he took off his goggles.

"Inspector Pirate?" Scorpia wondered as Adora waved drunkly at him.

"Sea Hawk!" Ben exclaimed.

Sea Hawk looked and saw his comrades with Scorpia. "Adora! Ben!" He cleared his throat and looked more heroic. "I'm here to rescue you!"

"Uh...more like I'm here to rescue you." Adora chuckled as she flopped in Scorpia's arms.

Sea Hawk was just confused. "That doesn't make any sense. Is she all right?" He asked.

"No since Catra used that stupid First Ones disc Adora's a little coo coo in the head, and I'm cuffed and can't use the Omnitrix." Ben explained.

"Yeah. And she is getting on my last nerve, and they are not going anywhere!" Scorpia said holding Adora and Ben close.

"Hey too close for comfort Scorp." Ben pointed out as she held him too close.

"We'll see about that! En garde!" Sea Hawk challenged as he reached for Adora's arm and pulled her back but Scorpia pulled her back. The two were tugging at Adora like two children tugging at a teddy bear.

"I've heard of a tug of war but this is ridiculous?" Ben said to the fourth wall when Scorpia popped in and looked at it as well.

"Oh you see them too!" Scorpia asked looking at the fourth wall.

Adora giggled funny as she put her hands on Sea Hawks and Scorpia's cheeks. "Aw...you guys are my best friends!" She said almost sobbing happily before she dropped to the ground.

Ben just slapped his face with his cuffed hands. "Oh brother."

Elsewhere:

In a hallway in another part of the base Catra still wielding the Sword of Protection went to see what the source of the alarms was. As she walked suddenly the alarms stopped when she came up to a wall that was completely dented. However what took Catra by surprise was the fact it looked like it was damaged from the outside. Water pipes were completely torn out as wouldn't admit it but now she was beginning to get a little concerned. What could do this? Suddenly a loud bang further damaged the wall further spooking her prompting her to hold up the sword.

Then the lights started flickering before they went out and Catra was in total darkness. They came back on again but she was already spooked. She just grunted in frustration.

"I really hate this place." Catra growled. She quickly ran for the door then another bang came like something was trying to smash its way in.

Entrapta's Lab:

Catra rushes into Entrapta's lab who's hard at work on studying her notes on Rooks Proto-truck to reverse engineer it with First Ones technology.

"What's happening? Why is the power going out?" Catra demanded. Entrapta looked at the monitor seeing four security cameras outside of the base showing the monsters outside trying to destroy the base.

"Apparently, by drilling into the ice, we've unleashed these creatures and now they're obsessively trying to destroy us." Entrapta said rather excitedly despite the situation. "What an unexpected twist!" She exclaimed spinning in her chair.

Meanwhile:

Outside the base, after losing track of Sea Hawk Bow, Rook and Glimmer were hiding behind a snow mound out of sight of the creatures that were destroying the base.

"Where did these things come from?!" Glimmer whispered in panic.

"I'm guessing it's something to do with that giant pit Entrapta dug." Bow guessed a little scared.

"That is the most likely explanation Bow." Rook agreed while silently observing the creatures. "My guess is when Entrapta was drilling for the First Ones technology she unintentionally awoke these creatures, but their aggressive behaviour is erratic it does not resemble a creature that has been provoked." Rook said but wondered about the beasts appearance just as Glimmer popped up next to him."But their skin and armour looks almost like metal."

Glimmer wasn't looking at the creatures skin, but rather their eyes and the colour they were, and this looked almost familiar. Then it hit her.

"Guys look at their eyes!" Glimmer pointed to them as they popped up, and saw what Glimmer was pointed at. "They're red, just like She-Ra's and Rath's! Do you think...maybe the monster's have been infected, too." She realised.

"It is possible Glimmer, that shockwave that was released when the two of them were infected, may have caused these creatures to become infected too." Rook answered.

"UGH! Catra is the worst!" Glimmer groaned in frustration.

"Which makes it all the more reason we find that disc and destroy it with all haste." Rook realised. "If we do not these creatures could become a threat to nearby settlements."

"Or spread beyond the Southern Reach!" Bow realised. Suddenly they saw a rather large shadow looming over them. They turned round and saw one of the beasts as it let out a loud roar and ready to consume its prey.

"Uh, think you have one teleport left?" Bow said rather nervously.

"Hope so!" Glimmer said equally nervous as she grabbed Bow and Rook and by some miracle teleported away before the beast crushed them.

They reappeared inside the Horde base. However when they reappeared they were in Entrapta's lab, standing right behind Catra. Entrapta looked and saw them, Catra noticed the look she was giving and turned round and saw the three rebels. Rook looked and saw where they were.

"Oh dear." Rook said as he tapped Bow and Glimmers shoulders getting their attention. They looked and saw Catra and Entrapta.

"Hi!" Entrapta waved happily.

Bow yelped as he drew his weapon firing an arrow, Glimmer readied her magic and Rook drew his Proto Tool and fired a laser blast which Catra dodged but Entrapta was ensnared in a binding fabric by Bows arrow which tied her up. Catra landed on the crates above with the sword.

"Fascinating." Entrapta said amazed as she rolled along. It was then that Rook caught sight of the monitors in the lab, he took a look and saw what Entrapta was doing. He recognised the specs all too well.

"No!" Rook breathed.

"What is it Rook?" Bow asked.

"Entrapta..she…she is trying to reverse engineer the Proto Technology in my truck and weapon!" Rook said with horror.

"Is that bad?" Glimmer asked.

"Trust me its bad!"Rook said deadly serious.

Meanwhile:

Back in the storage area Sea Hawk and Scorpia were still continuing their tug of war over Adora. While Ben watched from the side still cuffed.

"Hand. Her. Over!" Sea Hawk grunted with effort as Adora giggled while he pulled on her arm.

"Let go! Catra entrusted me with watching her, I can't let her down." Scorpia said angrily with effort.

"Catra…" Adora chuckled before she hung her head. "She's mean."

"You know thats the first bit of sense she's made." Ben pointed out.

Scorpia however isn't happy with that. "She's misunderstood! You of all people should know that! I mean, you grew up together." She said in a softer sadder tone. "I can't compete with that." She releases her grip on Adora letting Sea Hawk take her Ben then stood up and went next to Sea Hawk. "No matter what I do, I can't seem to break down her walls. But you two." She sits down on one of the storage containers in the room. "even when you're trying to kill each other, you can tell there's a real bond there. I just...I wish she would see me as being worth her time, too." She covered her face with her pincers it looked like she was close to sobbing.

Even affected by the First Ones disc Adora couldn't help but feel sorry for Scorpia, and if Ben wasn't sympathetic towards the Scorpi Force Captain he was now. Sea Hawks eyes were all full of tears in sympathy.

"I…I know how you feel."He said sniffing in his tears. Ben just shook his head, it looked like this rescue mission had turned into a group therapy session.

Meanwhile:

The room shook from the assault from these creatures. While Catra stood from up on high. Rook was more concerned about what Entrapta was doing.

"Entrapta you are trying to recreate Proto Technology for the Horde! Do you not realise how dangerous it can be in the wrong hands!" Rook exclaimed.

"Well thats the point of experiments we test and combine technologies to see their effect."The restrained Entrapta said unaffected by what Rook said.

Suddenly a whistle from Catra got their attention. "Hey always great to see you, and your sidekicks Sparkles, but we're a little busy here!" She exclaimed as the base crumbled.

"Where's the disc, Catra?" Glimmer demanded flashing her energy blasts.

"What, you didn't like my new, improved version of She-Ra or Ben 10?" Catra smirked while tapping the sword in her hand.

"Catra that disc is too dangerous it nearly destroyed Entrapta's castle and its now endangering countless lives you do not realise what you are doing!" Rook exclaimed.

"Oh ho ho I'd say what I saw earlier speaks for itself." Catra smirked.

Bow meanwhile looked to Entrapta who was working on her tech tab while restrained. "Entrapta, please. Look who you're working with." Bow implored. "Whatever the Horde is giving you, it's not worth the damage you're doing to Etheria. Those monsters outside are infected by the same virus that's infecting She-Ra and the Omnitrix!"

They were suddenly knocked by the impact the creatures were inflicting on the base.

Entrapta didn't seemed affected by this development. "Infected? That can't be right. The disc only infects First Ones tech, unless…." Entrapta gasped in realisation. "the bugs are First Ones tech!"She then rolled away.

Rook was surprised by what Entrapta theorised. "Techn-organic creatures made from First Ones tech?" He wondered why would the First Ones leave tech like this behind. But he focused on the task at hand. "No matter I will not let you use Proto Tech to destroy Etheria!"

He quickly moved to the monitor and tried to delete what was there. Suddenly Entrapta saw what Rook was trying to do, then out of nowhere she blasted free from the restraining material.

"STAY AWAY FROM MY RESEARCH!" She leaped at Rook tackling him to the ground as he was ensnared in her hair and Rook tries to break free.

This whole thing took the group by surprise, they had never seen this side of Entrapta before.

"I didn't see that coming." Bow said.

Storage area:

"I mean, just once I'd like to hang out with Mermista and her friends. I'm good at groups!" Sea Hawk explained to Scorpia who he sat opposite to. Ben was sat between them on another crate while Adora lay on the floor yawning. "I have excellent stories of derring-do! Why don't they want me around?" Sea Hawk wondered.

"Oh, I hear ya. Catra's been so busy since she got promoted, but she still always expects me to make time for her." Scorpia sympathised with her own problems. "Does she even understand how much I do for her?!"

"Exactly! It seems like...the only time anyone wants to hang is when they need me to give them a ride, or do something for them." Sea Hawk complained.

"Dude you do know you came with us on a mission to blow up an undersea base right?" Ben questions. "But how do you know people don't want to hang out with you if you don't ask?"

"Oh yeah then try this." Scorpia then said. "Catra once used my rock hard exoskeleton as a nail file. I even had to buff!"

"You want to talk about being used for something, try being a living campfire!" Ben said which got the two confused. "When I was ten I had to redo a campfire because I accidentally put one out. I couldn't do it so I used Heatblast but when I got caught my grandpa and cousin used me as a campfire while I tried to do a new fire the old fashion way."

"Uh Heatblast's the fire one right?" Sea Hawk asked.

"Yes!" Ben exclaimed as his cuffs clanged metal. There was some silence for a moment before Sea Hawk and Scorpia broke out laughing, Ben did join in a little before it got awkward.

Scorpia then sighed rather sincerely. "Is there...something wrong with us?" She honestly asked Sea Hawk was wondering that very same thing.

Ben just sighed, it was clear he was going to have to play therapist for these two. "Guys come on there's nothing wrong with you, your the best version of yourselves." Ben looked to Sea Hawk. "Sea Hawk, your an awesome ship captain and a determined adventurer who knows how to make an entrance you shouldn't let others define you, your the best you can be!" He said before turning to Scorpia.

"And Scorpia you shouldn't let people knock you down, your confident and always wanting to be there for the people you care about no matter how they treat thats not persistence and care I don't know what is." Ben said before muttering. "Even if it is Catra."

Scorpia did blush a little at Bens flattery, while Sea Hawk bore a confident look on his face at these words. Just then Drunk Adora made her contribution too.

"You know...you guys are really great. You're just, like, the best. You're good friends, and good people." Adora said rather tired. "And Ben your a really great friend, always there to lift us when we're down because you love us!" She said before she slumped onto Scorpia's shoulder. "And I like you... You are so pointy!" She poked at her shoulder spikes.

"You know what they're right!" Sea Hawk realised. "We are really great. I'm clever, roguishly good-looking, and a top-notch sailor." He said rather confidently. "I don't care if anyone else thinks I'm cool. I don't need their opinions to validate me. I'm Sea Hawk!" He shouted confidently.

"Thats the sprit pal!" Ben cheered.

"And me? I am brave, strong, give great hugs, and I'm loyal."Scopria said with Adora still hugging her shoulder while Scorpia briefly hugs her. She lowered her to the floor and sat her down. "You may have left Catra, but someday, she's gonna see that I won't.I'll always be there for her, because that's who I am!"

"Yaaaaayyyy!" Drunk Adora cheered clapping her hands.

"Yeah well minus the part about Catra." Ben said to her suddenly they heard the ground rumble and it sounded like it was coming from outside. "Oh man something tells me those overgrown bugs outside are trying to tear the building down!" Ben realised.

"Then how about we go out there and kick some bug butt!" Scorpia said throwing her fists like an eager boxer.

"Okay but first." Ben said gesturing to his handcuffs. Sea Hawk pulled out his energy cutlass and cut the chain in his cuffs freeing his hands.

"Let's show them what we're made of!" Sea Hawk agreed in eager excitement.

The lab:

The whole base continued to rumble from the assault. "We have to destroy the disc, or none of us are getting out of here!" Glimmer urged Catra who was above them on the crates.

"Huh. Guess I must've lost it." Catra said in smug ignorance.

Rook was thrown to the side by Entrapta's hair as she looked up at Catra. "Oh, Catra, it's in your pocket, remember?" She bluntly said. Which made Catra groan as Bow and Glimmer readied their weapons and powers.

"Catra in the name of the Plumbers and the Rebellion I demand you surrender that disc before these creatures tear the base apart!" Rook demanded aiming his Proto Tool at Catra.

Suddenly they heard a loud crashing noise, and the wall exploded blasting the crates and Catra away as she landed on the crates below. Glimmer and Bow shrieked in horror, as it was one of the large beasts. Rook fired the Proto-Tool at the beast but the laser didn't do much to affect it. Suddenly a larger energy blast hit the beast in the head forcing it back.

They looked and charging in was Scorpia, Ben, Sea Hawk and Adora armed with a mop. "For the Horde!" Scorpia proclaimed with her taser stick in hand.

"I don't agree with that sentiment, but I'm also here!" Sea Hawk proclaimed.

"Pew, pew-pew!" Adora said in cartoon noises.

"Its Hero Time!" Ben was about to activate the Omnitrix but remembered it was still infected. "Oh right first things first." He raised the Omnitrix. "Omnitrix voice command override code 10."

"Override accepted, voice command activated." The Omnitrix voice said. "Foreign malware affecting multiple Omnitrix systems. Immediate action required."

"Omnitrix hard reset." Ben then said knowing this would work.

"Hard reset in progress." The Omnitrix glowed green and like before the red roots were burned off completely before returning to its normal state. "Hard reset complete, foreign malware purged." The Omnitrix dial raised and the holo selection screen appeared. "Omnitrix systems restored."

Ben looked at his surroundings before dialling in the alien he needed. "Okay too cramped for Way Big." He selected the alien he needed. "But not to cramped for Humungousaur!" He was about to slam down the dial until Adora grabbed his wrist.

"Oooo a green pretty light." Drunk Adora said as she twisted the dial right and left before it landed on another silhouette.

"Adora NO!" Ben exclaimed but it was too late Adora slammed down the dial and a green flash of light transformed him.

However in a green and white void Ben didn't changed into Humungousaur for his body began to glow and surge with blue energy. Rocks started gathering around him, and before long he was transformed into a large muscular being who's body was completely comprised of energy but wore armour of rocks on his chest shoulders, waist and legs. His helmet was comprised of rocks as well, with green eyes and on the rocks were covered in a green moss. The Omnitrix symbol lay on his chest.

Bow, Glimmer, Rook and Sea Hawk all gasped at seeing this new form as the new alien stood before them. He looked at his new transformed form.

"Whoa, who is this?" He wondered.

"A Fulmini?" Rook breathed in amazement.

"Ooo so hard and mossy." Drunk Adora said rubbing the rock armour on his lower arm.

The monster above them started smashing down the wall as Glimmer hurried over to her friends. "Heyy, I know you." Adora said rather drowsy.

"Adora! I'm so glad you're okay!" Said a delighted Glimmer as she hugged her friend. "You too Ben! Are you okay?"

"Yeah I'm good my head still hurts but I'm good." The new alien said. Suddenly their attention was drawn by the monster above them which growled in corrupted anger. "Oh boy!" He said.

"Ben that beast has been infected with the same virus that has affected Adora we need to find and destroy that disc!" Rook called.

"Yeah so what are you waiting for blast it or something!" Bow cried in panic.

"I would Bow but I have no idea what this alien does I've never seen it before." The new alien explained. "Not the best time for a new guy Omnitrix!"

The monster smashed its way in and charged at the group. The alien suddenly surged with energy as some kind of response he built up energy in his hands, suddenly he had an idea. He unleashed it as an energy blast which struck the beast right in the face forcing it back.

The new alien was very surprised as was everyone else. "Cool!" He exclaimed.

Sea Hawk suddenly let out a scream as some rubble started falling down and was about to hit him. The new alien jumped in front of him and out of nowhere generated a shield from his hands protecting him from the rubble before he blasted it to pieces with an energy blast.

"Oh yeah I'm liking this!" He said rather excited.

"Ben we need to find that disc before these creatures tear this structure apart!" Rook called.

"Right!" The new alien said. "Glimmer, you and Sea Hawk find the disc and the sword. I'll keep these things busy!"

"Bow you come with me we need to erase Entrapta's research on the Proto Technology." Rook then said to the master archer.

"Right behind you." Bow said as he and Rook ran to find the computer terminals.

The new alien was now face to face with this beast as it roared smashing its way into the base. "Okay tall dark and gruesome prepare to get a butt kicking by…." It was then he realised this new form didn't have a name. "Uh…."

"Ah…." Drunk Adora thought. "Shock Rock!" She exclaimed.

The sound of that name did ring well with the new alien. "Uh yeah! Shock Rock!"

The beast roared as Shock Rock leaped up and landed a rather large punch to its face. Using his enlarged fist which sent out an energy shockwave knocking the beast down on the ground.

However the shockwave caused more rubble to fall. Catra was right under said falling rubble, she'd lost the sword. Scorpia quickly hurried to her aid and using her own body shielded Catra from the falling rubble.

"Catra, are you all right?" Scorpia asked in concern.

"Just find the sword. I've got Adora!" Catra pushed her away very annoyed as she ran to find Adora, Scorpia while a little hurt by this looked determined and ran to find the sword.

Catra ran through the multiple corridors of the storage crates in the lab. Suddenly Glimmer ran up and tackled Catra to the ground, the two struggled as the Force Captain reached into her pocket to pull out the disc and Glimmer grabbed her arm in an effort to get it away from her. She manages to knock the disc out of her hand as it clangs across the ground.

Catra pushes Glimmer off of her and scrambles to get the disc. Bow quickly fired an arrow to try and smash it but Catra grabs it and throws it back at Bow which he avoids. Catra recovered the disc just as Glimmer teleported in to try and grab her and gives chase.

Rook meanwhile reaches the computer terminal, and luckily there was no sign of Entrapta anywhere. He started typing on the keyboards to access the research on the Proto tech. Suddenly before he could do anything something grabbed his wrist it was purple hair he looked and saw Entrapta.

"Sorry but I can't let you destroy my research it could change everything!" Entrapta implored.

"This technology in the wrong hands could jeopardise minions of innocent lives Entrapta does that not matter to you?!" Rook questioned. "I understand it is important but the Horde are using your work to destroy Etheria you do not realise what you are doing!"

Entrapta did freeze up at what he was saying to her, but that didn't seem to change things. She pulled her hair back to stop Rook. Suddenly something came zooming in and ensnared Entrapta in a round restraint. The Revonnahgander looked and saw it was compliments of Bow.

"I've got your back Rook!" Bow called.

Thanks to that breather Rook smiled and turned back to the task. He pulled out a small bomb device from his winter coat pocket and placed it on the computer setting the timer for ten seconds.

"Get down!" Rook yelled to Bow and they all took cover as the bomb exploded with an energy wave that knocked out the whole computer. The wave also struck her tech tablet which short circuited it.

"What did you do!" Entrapta exclaimed.

"Electro magnetic bomb, the specifications on the Proto tech you had stored in there and any other electronic device is completely wiped." Rook explained.

"NO!" Entrapta cried completely distraught.

"I'm sorry Entrapta." Bow said sincerely. "But its for the good of Etheria."

Shock Rock meanwhile had problems of his own, he was sent crashing into a pile of crates. He got up and saw the large beast looming over him. He quickly dodged its biting fangs and lunged to the side. He wondered what he could do, then suddenly from out of nowhere a large boomerang formed from his energy. He was completely taken aback.

"Heh okay here goes nothing!" He tossed the energy boomerang towards the beast but it missed. Sea Hawk was close by looking for Adora and the sword, and he saw what just happened.

"Uh Ben do not take this the wrong way but your not a good shot." Sea Hawk pointed out.

However all Shock Rock could do was smirk. "Wait for it." Then suddenly the energy boomerang turned round and shot right into the beasts back causing it to roar in pain.

"Most impressive!" Sea Hawk exclaimed.

"Yeah thats boomerangs for ya they always come back!" Shock Rock smirked then an idea popped into his head. "Hey I wonder if…" He concentrated and suddenly rocks formed on his left hand and then emerging from it was an energy blade that almost resembled the blade on the Sword of Protection.

"Ah yeah now I have the power!" Shock Rock smirked and jumped into battle and slashed against the beasts face and the energy wave sent it flying into the wall which crumbled letting the almighty blizzard blew into the lab.

Elsewhere Scorpia was crawling along the floor trying to find the sword as it was lost in all the confusion. Then her persistence paid off as she smiled when she saw the sword lay down right in front of her. However her achievement was short lived as a still drunk Adora wondered right by the sword chuckled and kneeled down to look at it.

"Oh no you don't!" Scorpia exclaimed.

"Hiii" Adora said as Scorpia tackled her to the ground to keep her from using the sword. She had Adora pinned but then out of nowhere.

"En garde!" Sea Hawk arrived with his energy cutlass sword in hand. Scorpia glared as she looked back to the sword.

Shock Rock yelled as he delivered another energy wave from his sword hitting the beast but it roared as it just absorbed the blast. Shock Rock landed on the containers close by.

"Come on I'm not making a dent in this thing! And sooner or later I'm gonna run out of gas!" Shock Rock exclaimed looking at the Omnitrix, when suddenly another of the monsters appears from the nearby wall, making the situation a whole lot worse.

"Oh come on!" He groaned, suddenly he heard Glimmer struggling with effort, he looked and saw she had Catra pinned down trying to get the First Ones disc.

"Just. Give. Us. The. Disc!" Glimmer strained.

"Are you kidding? I've got control of Adora. I am not giving that up." Catra said ignorant of whats going on around her.

However the worm monster slammed through the wall and opened its jaws crashing right where Glimmer and Catra were separating them. Glimmer crashed into the nearby crates while Catra landed on her feet on the opposite side. Shock Rock then blasted himself in the air and landed right behind Catra taking her by surprise.

"You idiot!" Shock Rock yelled at her. "LOOK AT THIS! You can't control Adora with that disc all it does is cause nothing but destruction it can't be worth all this! For once use your head Catra!"

Catra thought differently and smirked. "It is if I get control of your watch too!" She leaped and tried to touch the Omnitrix with the disk, Shock Rock acted quickly and slashed his energy sword sending her flying into a crate.

"Don't even try it! And for the last time the Omnitrix. Is. Not. A WEAPON!" Shock Rock exclaimed.

However all Catra could do was laugh at what he'd just said. "Oh please Tennyson, you use that to fight the Horde thats pretty much a weapon one I will control with this disc or otherwise."

"You're just as ignorant as I was, you want to know the real secret of the Omnitrix well heres your answer!" Shock Rock exclaimed. "This thing isn't just so others can walk a mile in the footsteps of other races, its the salvation for any races long since extinguished! It's not meant for killing its for bringing life!" Glimmer couldn't help but pick up on what the bearer of the Omnitrix was saying. "Call it what you will but what you're using that disc for is gonna bring about the end of you and all of us if you don't destroy it!"

"You done yet?" Catra said ignorantly ignoring his speech. However there was trouble the monster then turned its attention towards the two of them. It slithered after Catra once Shock Rock jumped out of the way. He tried blasting it with several energy balls from his hands but it didn't seem to affect it.

Catra ran as she skidded across the floor with the beast closing in on her with the intent to kill her, smashing through all the crates in its path as it chased its prey.

Scorpia growled as she was being held back by Bow and Sea Hawk while trying to reach for the sword. Bow had his namesake around Scorpia's chest, while Sea Hawk reached for the sword while pinned underneath her.

Just as they were about to get to the sword, a cable line suddenly shot in and grabbed the handle of the sword. It flew in the air and landed in Rooks hands. "We will be taking possession back of the sword thank you very much!"

"Rook most excellent timing old chum!" Sea Hawk proclaimed.

However at that moment they had bigger problems as they heard the crashing sound of metal. They looked and saw Catra was running from the beast in a panic like she was in an Indiana Jones movie except the boulder has razor sharp teeth and is consumed in a rage.

Everyone quickly moved out of its path just as the feline Force Captain quickly dodged to the left but was catapulted into a wall of crates. She was now completely at the mercy of the giant beast as it let out an ear shattering roar, Catra picked up the disc.

"Catra, you have to destroy the disc. It's the only way to stop them!" Bow called out to her.

"Bow is right if you do not those creatures will tear this whole base apart with you and us with it!" Rook called out in agreement.

"Catra!" Scorpia cried out running to help her friend just as Shock Rock and Glimmer carrying Adora on her back arrived on the scene.

"Scorpia be careful that thing is crazed!" Shock Rock cried.

Catra quickly leaped into the air to avoid the beasts sharp jaws, she climbed all the way up to the crates until she had nowhere to go the beast opened its mouth but Catra quickly held the top of its jaw so it wouldn't bite down on her. She struggled and growled from the strain as she let go of the disc as it hit the floor with a clang. Right at Scorpia's feet as she picked it up.

"Scorpia, you can end this. You've got to break the disc now!" Glimmer implored while holding Adora.

"Don't. You. Dare!" Catra struggled against the monster she wasn't about to let her one chance of controlling She-Ra slip from her grasp.

"Scorpia you must destroy it or else we are all doomed including you and Catra!" Rook implored also.

Scorpia was struggling to make a decision on what to do with the First Ones disc she held in her claws. One destroy it and risk losing Catra's respect and possibly earning her friendship. Or two don't destroy it and let these monsters destroy her comrades and friends. She just didn't know what to do.

"Scorpia!" Called a voice and she looked at Shock Rock. "We can't tell you what to do, just do what you truly think is right. Listen to what your heart is telling you to do." Glimmer and Bow's jaws dropped at the gamble that he was making.

"But how do I know it's the right thing?" Scorpia asked.

"Don't listen to him!" Catra exclaimed from struggling in the beasts mouth.

"Because you have a good heart Scorpia, and I know you'll do the right thing." Shock Rock said smiling.

Scorpia honestly didn't know what to say, then Sea Hawk approached. "It seems to me that caring about someone is the greatest adventure of them all." He said rather profoundly.

Scorpia smiled at what he had to say, and she realised what she needed to do. "Sorry, Wildcat." She gripped the disc with her pincers on both sides. "This is for your own good."

"NO!" Catra yelled in anger as Scorpia snapped the disc in half with her strength sending out an energy wave that hit the creature reverting its red eyes back to blue. The beast released its grip on Catra as she jumped down and the beasts fled the base back to their rightful habitat.

Rook suddenly noticed a glow from the sword, and saw the roots had all but disappeared and the runestone returned to normal.

"Ben!" Scorpia called as she tossed him the disc pieces and he grabbed them in his hands.

Shock Rock held the pieces as he brought his hands together. "And this time…" He slammed his hands together and in a blast of energy he opened them to reveal the disc had been rendered to dust as it burned up in his hands. "Stay broken."

It wasn't long before Adora soon came back to her senses. "Oh...What happened?" She asked tiredly. They heard a grunt and looked to see Catra who was glaring at them.

"Hey Catra!" Shock Rock got her attention. "Give my regards to Shadow Weaver the next time you see the masked hag."

Before Catra could answer Scorpia scooped her up in her arms along with Entrapta as she ran out of the base. "Hey put me down!" Catra yelled but then she noticed how determined Scorpia looked in her eyes. In truth she was rather taken aback as they fled.

Sea Hawk watched with emotional eyes as they saw their enemies fled but nodded in determination. Shock Rock was sad to see Scorpia leave with the Horde but was glad to see she made the right choice.

Suddenly they heard the sound of the roof cracking as the assault from the creatures had weakened the structure. "The structure is destabilising it is about to collapse!" Rook exclaimed.

"Then it's time to pull a Michael Jackson!" Shock Rock exclaimed in agreement.

"What?" Bow questioned.

"Lets beat it!" Shock Rock exclaimed and the group ran out of the room as quickly as they could as the roof came crashing down. They ran outside into the snow, and Shock Rock acting quickly tapped the Omnitrix and switched to Cannonbolt.

"Everyone get in!" He cried as he grabbed, Bow, Rook, Sea Hawk, Adora and Glimmer as he rolled into his ball form rolling away at top speed as the whole structure collapsed. They rolled in the snow until they came to a complete stop.

Cannonbolt unrolled as everyone was gasping for air. "Gah okay Ben you've seriously got to do something about that smell in there!"Glimmer complained.

"Hey got us out didn't it?" Cannonbolt shrugged.

Elsewhere:

Far out on the open sea a Horde ship zoomed across the ice cold sea. Catra sneezed from all the cold in the environment, Scorpia being kind wrapped the feline Force Captain in a blanket to keep her warm. However Catra wasn't in the mood to say thank you as they failed in their mission, with no She-Ra under the control of the Horde, no Omnitrix to claim and on top of everything else, they were coming back empty handed. Weirdly however the only one that was happy was Entrapta as she hummed happily to herself while looking over her tech tablet.

"What are you so happy about? She-Ra and Tennyson won and we didn't get what we came for. The mission was a failure." Catra wrapped herself up rather sad and a little afraid by what her master would punish her for this. "How are we going to explain this one to Hordak?"

Entrapta however thought differently. "Failure? This mission was a resounding success, though we may have lost my notes on the Proto tech but.…" She ran over behind the cabin and seconds later she rolled out with what appeared to be a large metallic violet disc covered in First Ones symbols. "Ta-daaa! I got the First Ones tech!" She rubbed it lovingly.

This took Catra completely by surprise. "What? When did you even…How long have you had that?!" She demanded.

"A while. But we were having so much fun, I didn't want to say anything." Entrapta explained and it looked like Catra was ready to explode but at this point she just couldn't. "Isn't it amazing? This puppy'll be able to power Hordak's portal technology and then some!" Entrapta laughed in delight as she rolled the giant disc away into the cabin. "Hordak is gonna be so thrilled!" The door then sealed shut behind her.

Catra had to give a small smile at least one part of the mission went right. She sat down in her blanket next to Scorpia, she could see she was shivering from the cold.

"Hey. Thanks for getting us out of there." Catra said to her in some form of gratitude.

"Any time." Scorpia said shivering, and not wanting her to be a frozen scorpicicle Catra took pity on her.

"All right, come on." She groaned opening up the blanket as she motioned for Scorpia to join her.

Scorpia just beamed and gasped with excitement. "Really?! Yes! Thank you!" She crawled over to Catra and wrapped the blanket around her as well." She took a deep breath before she spoke again. "Oh, gosh. Look at us. Just...two peas in a pod." She said leaning against Catra. "So when I brought it up before I said board games, but I mean, it doesn't have to be board games, we could do anything, I mean, I'm open. I-I like a-ah, bowling, ah, it's very difficult for me with my claws, but…"

The Horde ship sailed away from the Southern Reach and the sound of Scorpia's voice faded as it disappeared from view.

Meanwhile:

Far away the Dragons Daughter V sailed away from the destroyed Horde base with their mission completed. On the deck of the ship Adora was wrapped up in warm blankets and Bens jacket as the latter poured her a cup of hot chocolate from a thermos he had on the ship. He handed her the drink and she took a sip warming her up.

"Ah thanks Ben, thats really warmed me up." Adora said in gratitude.

"Well its like my Grandpa Max always said, always be we can't exactly go to a cold place without some hot coco to warm us up." Ben said as he had a white thermal long sleeved shirt on now.

"Well said partner." Rook agreed as he Glimmer, Bow and Sea Hawk had some hot chocolate of their own. "And I am at least comforted to know the Proto Tech will not be used in the wrong hands with the data destroyed."

"Yeah but, I still can't believe Entrapta fixed that disc, or that Catra would even use it." Adora said a little down hearted. "I honestly thought we'd seen the last of it."

"I guess she repaired it to try and study it, I just don't know what to make of Entrapta's actions any more." Bow agreed feeling rather hurt.

"Well the important thing is that disc is destroyed for good this time!" Ben said in an upbeat attitude.

Glimmer did smile in agreement to that statement, however she still had something on her mind. "Hey Ben." She said getting his attention. "Back at the base, what did you mean when you said the Omnitrix was meant for bringing life?"

This immediately got everyones attention, so Ben sighed knowing it was time that his friends knew. "Well I guess its time I told you guys, the real secret of the Omnitrix." He said sitting down on a barrel on deck.

"What secret?" Bow asked. "I mean you told us that the Omnitrix gives the wearer a chance to walk a mile in the footsteps of other races."

"Yeah, it does." Ben explained.

"I'm gonna go out on a limb and guess there's actually more to the story." Adora guessed.

"Well, you guys remember how I told you about how me Kevin and Gwen fought the Highbreed?" Ben asked.

"You mean the aliens who wanted to destroy all life just because they were dying out, and thought they were superior to others?" Glimmer asked.

"Yeah. Well before our final battle with them Azmuth told me the whole truth about the Omnitrix." Ben explained as he looked at the watch. "You see he programmed it with the DNA of a million aliens in the known universe, because the Omnitrix has the power to return to life to any species wiped out by either the Highbreed or some other cataclysmic event. Including the human race."

This had taken everyone completely by surprise, they knew that the Omnitrix was powerful just seeing Ben use it. However to restore life to destroyed alien races was a new feat entirely. Rook had to admit he was rather surprised despite Ben telling him this story once before.

"So…it can create and restore life?!" Bow gasped in surprise.

"Yeah, it kinda shook me too. But the long and short of it the Omnitrix is Noahs Ark and whoever wields it is Noah." Ben finished his story.

"Noahs Ark I do not seem to recall that story?" Sea Hawk pondered.

"That is because it is a story from Earths folklore, how a man created a vessel to transport the worlds animals, his family and people to safety after a great flood covered the planet." Rook explained having heard this story himself.

"Well I'll defiantly have to remember that one the next time I want to mingle with Mermista's friends." Sea Hawk said.

Glimmer was still taken aback by this development. "So if you can restore life to other races that technically makes you a god?"

"Well I wouldn't exactly go that far Glimmer, and I don't want you guys thinking of me in that way." Ben explained.

"Hey it's okay man we get it." Bow said. "But it's still unbelievable."

"Yes but what is unbelievable was how the DNA of a Fulmini was cataloged in the Omnitrix." Rook then pointed out.

"Fulmini?" Ben asked.

"It is the race that your new alien belongs to Ben." Rook explained.

"Wait you unlocked a new alien and I missed it?" Adora questioned.

"Well no but you did give it a cool name when you were uh…under the weather." Ben explained. "So whats the deal Rook?"

"The deal, is the Fulmini race was rumoured to be extinct after their home planet was destroyed some centuries ago." Rook explained as the others listened. "According to rumours and the star charts at the Plumbers Academy the Fulmini were at war with each other over the energy their planet had they very thing they are made from, until a cataclysmic event destroyed their planet of Fulmas. Those that managed to survive either made breeding camps elsewhere or supposedly they escaped on their mothership before the planets destruction."

"Well maybe Azmuth sampled the DNA before their planet was destroyed?" Adora guessed.

"Possibly." Rook pondered.

"Well I'm just glad this whole mess is over, and thats the last we'll see of that disc." Bow said more relaxed.

"But Ben, how did you know that Scorpia would destroy the disc just by letting her make that choice?" Glimmer asked.

"Well I didn't but I can be a good judge of character." Ben explained. "And I guess I have a feeling that maybe there's more to Scorpia than meets the eye." He said looking at the arctic sky in the knowledge that the Scorpi Force Captain would one day see her worth and maybe more besides.

Elsewhere: The Crystal Castle:

Light Hope looked over a holo display of the planet Etheria, all seemed peaceful. Just then the sensors picked up something and she went over to the globe that showed the Southern Reach.

"An energy signal has been detected." She looked at the display and noticed the very energy signal seemed to be reminiscent of something rather familiar. "The energy of a Fulmini, unexpected. I must keep a close observation nothing can jeopardise the plan." She said in a rather vague tone almost like she knew something.

Authors Notes: A...nd scene! Well looks like the Best Friend Squad managed to survive that one by the skin of their teeth. No Omni-Kix this time but as you all suspected SHOCK ROCK IS IN THE HOUSE! Now as you all remember from the System Failure chapter the First Ones tech could infect the Omnitrix too, however I had a though what if it affected him differently pending on the alien used? For example when it affected Upgrade it caused an energy overload that accidentally turned Glimmer into his aliens. However when it infected him as Rath it trapped him in an uncontrollable frenzy of rage, kinda like the Hulk on a really bad day.

Also I hope you all noticed the references and what inspired me for certain parts of the battle between Rath and Corrupted She-Ra. Plus have Ben understand Scorpia a bit better, and it seems before this war is over either Ben or Rook is gonna have to play therapist for the Princesses and their friends. But now some mysteries are left to be answered.

Until next time

ITS HERO TIME!