A/N: And here we are our last chapter for the season. It's sad, i have to put this on hold for a few weeks, while i catch my other books up, but you guys enjoy them so i should give them so love too. Tbh out of all my stories and i hate to play favorites, but this one is my favorite, with Pirate Adventure right behind it. So after this chapter ends, I'mma start deleting and remaking books, don't worry Rise of a Hero, Pirate Adventure, and Fairy x10 aren't gonna be deleted. Yeah the RV will get bigger, I'm sure with BrainsStorm's brains, XLR8's speed, Kevin's mechanic experience, and Grandpa Max supplying the parts it'll be bigger and better.

Will we see the Agents of Atlas? It's a Marvel crossover, so yeah, they'll be introduced maybe in the next two seasons.

Yeah, I know I skipped over GhostFreaked out, but this Ben doesn't have GhostFreak, he has Big Chill. GhostFreak won't be introduced until next season and then we'll get GhostFreaked out in season 4.

And not a bad idea, Conan, I honestly didn't really consider adding Big Chill's offspring, and honestly I love the idea, so we'll definitely be seeing them soon.

When will Upgrade be introduced? Probably the season 3 finale, after acquiring Upgrade is when they'll upgrade the Rust Bucket.

Chapter 20: Back With A Vengeance


In the vast reaches of space, is a giant ship named the Megacruiser. The ship that kidnapped alien's and had them fight to the death in the ships arena. Flying through asteroid fields and blocks of ice. One lone large ice block floated through space before a hook shot outwards before clamping down onto the large block and pulling it inside the ship.

The aliens aboard the ship pulled the ice into the ship before crowding around it when a large crash garnered there attention to reveal the mutated hybrid Ultimate Kevin. The mutated teenager glared at the block of ice, "No matter where I went in the galaxy. No matter who I fought. One name kept appearing over and over again."

He used his Methanosian arm and melted the ice around the ice blocks face revealing the one alien who can help him defeat Ben Tennyson, "Vilgax." The aliens around cowered in fear from seeing the warlord.

Kevin narrowed his eyes at the warlord, "We both want the same thing, we both have beef with that asshole Ben Tennyson. What do you say to finally putting that shit bag in his place."


On a ship, overlooking the beautiful scenery which was Niagara Falls. Max gazed at the waterfall in awe, "What an amazing view, have you ever seen a more beautiful sight." He replied in a yellow raincoat.

Gwen gazed at the sight before seeing Hope sitting next to Ben as he attempted to hack the Omnitrix again, "Yeah, tell that to Ben." She pointed as the two Tennyson's looked at Ben rotating the faceplate repeatedly.

"Ben, could you please pay attention to something other than that watch. You promised you wouldn't attempt to hack it after the whole Animo fiasco." Max reminded him as Ben gazed up from his attempts.

"Tried to tell him, he won't listen." Hope sighed as Ben shrugged.

"I'm just trying to gain a better understanding to it, that's all grandpa." Ben answered.

"Get real, you'll never be able to hack it. There must be a billion command codes inside that thing." Gwen sneered before both her and Max sighed at how stubborn Ben was and went back to looking at the falls.

"Gwen's right, Ben." Hope replies as Ben rolls his eyes.

"Yeah so?" He replies before the Omnitrix flashes brightly gaining both Hope and Ben's attention. Soon the Omnitrix started scrolling through his holograms at a rapid pace, "Uh oh."

"Ben, I don't want any part in this." Hope said before wandering over to Gwen and Max wearing the same raincoat as the other three Tennyson's.

The Omnitrix soon kept switching between his holograms before he gazed at it fearfully, "Please tell me, I didn't break this thing again. Uh, hopefully BrainStorm can fix it." In a flash of emerald light, BrainStorm was left standing in Ben's place wearing his raincoat, "My heavens, I never even touched it. Unless maybe now I don't have too? Goop!" Another emerald flash Goop was standing in place with Ben's yellow raincoat, "Echo Echo!" Another emerald flash and the tiny Sonorosian was standing in the Polymorph's place wearing the same yellow raincoat "Chromastone!" Another green flash, Chromastone was wearing Ben's coat, with the crystals ripping the back of his jacket.

"COOL! This rocks!" Chromastone cheered before another emerald flash revealed XLR8 in the yellow raincoat, "I must have finally unlocked some kind of master control or something." He replied before another emerald flash occured revealing SwampFire, "Because now I can go alien." Another green flash revealed WildVine, "Just by thinking it." Another flash occured as SpiderMonkey was left in WildVine's place wearing the yellow raincoat.

He raced over to the edge of the ship and dipped his head over the ledge gaining Hope's attention, "Ben?"

The man standing next to Max turned his gaze over to older Tennyson man, holding a camera, "Would you mind taking a picture of me and my wife?" He asked before SpiderMonkey pulled his head up, the man went wide eyed in fear before falling off the ship.

In a flash of emerald light, RipJaws was standing beside Hope, "No problem, RipJaws, to the rescue." He then launched into the sea. Hope looked from his original place to the sea, she knew Ben could change aliens, but he did it without touching his badge.

RipJaws swam upwards before another flash of green occured with JetRay taking into the air with the older man in his talons. Gwen and Max raised their eyebrows suspiciously. When JetRay came flying over to them.

"Guys, did Ben just go from SpiderMonkey to RipJaws and now JetRay without touching his badge?" Hope asked incredulously.

"But that's impossible unless-" Max replies.

"That's right, I figured out master control." JetRay reveals, flying above the ship with the older man shocking the trio.

"I don't mean to be ungrateful, but I think I'm gonna be sick." He says, going pale in the face.

"Oh right, sorry." JetRay replies before lowering himself and the older man onto the deck of the ship.


Back on the Megacruiser, Kevin is glaring at the frozen body of Vilgax, "They say you're the strongest warrior in the galaxy, but look at you, beaten by a fifteen year old. Maybe you're not as tough as you make yourself out to be." Kevin mocked before hearing something crack, he looked down to see the ice breaking before it shatters like glass.

Kevin didn't even get a moment before a large golden fist slams into his face. Kevin groans before landing five feet away rubbing his jaw in pain before hearing his voice echo out inside the chamber, "It would be wise not to underestimate me." He glared, the aliens surrounding him scrambled away in fear as the galactic warlord made his way towards Kevin, "Because it'll be a grave mistake!" The cylinders in his arm recede making his muscle mass increase substantially.

The galactic warlord tears a pillar from its standing position and hurls it at the mutated teenager. Kevin ducked the large piece of rubble before watching as it shatter the window behind him. Kevin slowly felt himself being pulled outside when Vilgax came charging at him. Kevin raised his Methanosaian arm as fire roared from his palms, but Vilgax raised up his left arm activating his shield of Seagle blocking the flames from reaching him.

He tackled the mutant teenager out the shattered window. The two descended in a freefall, with Vilgax throwing punch after punch into Kevin's face. Kevin let out a sonic scream hitting the warlord who roared in pain, before flipping him over and delivering dozens of punches into his face. The mutated teenager landed on top of Vilgax, who grabbed the teenager by his face and launching him into the arena wall on the far side to the left.

But Kevin didn't land in the wall, he activated his Necrofriggian abilities and phased through it. Vilgax narrowed his eyes before seeing Levin, with his wings and antenna outstretched. Kevin zoomed towards the warlord and let out another sonic scream, watching the Chimera Sui Generis drop to a knee. His eyes shined brightly before neuroshock blasts collided with the warlords chest. Vilgax glared before attempting to hit the mutated teenager, but his fist went through his body courtesy of the Polymorph's DNA. Kevin grinned wickedly before he delivered a harsh right into the warlords jaw.

Vilgax stumbled backwards before Kevin followed it up with a left and another right. Vilgax quickly recovered from the sudden onslaught of attacks before kneeing the teenager in his chest, hard. Spit flew out of Kevin's mouth before a left uppercut sent him reeling to his backside. He picked Levin up by his Arachnichimp tail before spinning him around rapidly and throwing him.

Kevin flew through the air before rebounding off the wall and launching off at twice the power and speed. He delivered a swift left, before a right clocked him in the side of his face, he threw a left again, before a loose blast of uv rays from his Crystalsapien arm which sent the warlord backwards.

Vilgax threw up his shield before pushing against the increasing heat of Kevin's attack before he shoulder charged him, tackling him into the wall. Vilgax lifted up his muscle massed arms before slamming them onto Kevin's chest who groaned in pain, Vilgax followed it up with a left and a right into his face. He soon picked the mutated teenager up by his face.

"I saved your lousy alien ass and this is the thanks, I get." Kevin groaned before Vilgax tightened his grip on his face.

"I owe alligence to NO ONE!" He glared which made Kevin glare right back before smirking.

"Good to know." He muttered before his body started dissolving into a puddle of goo. Vilgax gazed down before watching as a fist soared into his face knocking him back.

Kevin soon reassembled himself before glaring at the warlord, "You should be grateful I'm not roasting your ass and turning you into squid stew, but we have a more pressing matters to deal with."

"Vilgax takes orders from no one especially some misshapen, chaotic, amalgam of creatures created from the...Omnitrix?!" Vilgax replied firmly before getting a good look at the mutated alien standing before him. Vilgax's glare darkened, "What do you know of the Omnitrix?!"

"If your talking about that magic watch that turns Tennyson into those aliens, then I know plenty." Kevin retorted before Vilgax's glare softened, but he still didn't trust the mutated teenger.

"Maybe you're of some use to me after all." Vilgax responded.

"Gee thanks, squid face." Kevin glared.

"Silence!" He yelled, "It seems I couldn't win against Tennyson and you can't either."

"Yeah, I got close, but I was blasted in the back and launched into sea." Kevin tightened his fists remembering how he pummeled Ben into the ground and it if wasn't for Steel butting in then Ben's head would have been on a silver plater.

"I see. Seems we have an opportunity before us." Vilgax remarked drawing Kevin's attention.

"Are you talking about an alliance?"

"Partnership, where we both get what we what." Vilgax corrected him which made Kevin think briefly.

"What's in it for you?"

"The Omnitrix."

"Hm, and after we get the Omnitrix off of him?"

"He's all yours." Vilgax stated which made Kevin smirk wickedly.

"Alright, when do we start our hunt for Tennyson?"

"Right now." Vilgax replied firmly.


Back in Niagara Falls, the Tennyson had set up a picnic in a nearby park. Max and Gwen sat on one side of the park bench while Hope sat on the other. The trio were enjoying there bowls of pudding when Gwen's pudding suddenly froze solid.

Gwen looked down at her bowl and glared at the Necrofriggian cackling in the tree, "Ben!" She yelled angrily, "Ben, you've been switching aliens all day, I've never thought I'd say this, but I miss seeing your dorky human face for a change."

"Gwen's right, Ben, give it a rest." Hope agreed with Gwen on Ben's constant changes.

Big Chill grinned, "Yeah, I would, but finally having master control, I can't let the opportunity slip through my fingers-" He looked down at his hands, "Claws." He corrected himself.

"Ben, their right. Just because you can be an alien longer doesn't mean you should abuse the power for your own personal gain." Max said as Big Chill's eyes lowered sadly.

"Your right, grandpa. I'll take it easy." He replied before leaning backwards in the tree and vanishing from sight before an emerald light occured and a familiar blue dinosaur wearing a black and white jumpsuit appeared behind Max, "For a millisecond. Time's up!" He scooped up Max's pudding and zoomed off.

Hope giggled before Max sighed sadly, "Glad we had this talk."


Kevin is sitting on abunch of crates while Vilgax scans his body with some kind of device, "Interesting, your DNA is the same as Tennyson. Down to the single cell, you've absorbed almost every fraction of the Omnitrix's playlist." Vilgax explained.

Kevin couldn't stand this scientific shit, he was sprouting, "Thanks for the biology lesson, professor. When do we put the smack down on, Tennyson?" He exclaimed impatiently.

"Patience, you cretin! With my knowledge of the Omnitrix and your connection to Tennyson we shall be able to defeat the child together." Vilgax bellowed.

"After we get the watch off of him, right?!" Kevin asked incredulously.

"That's right."

"Okay then, let's get this over with. How do we find him?" Kevin grumbled.

"We can only track the Omnitrix while it's in use." Vilgax answered when the computer starts beeping frantically.

"What's that?!" Kevin asks suspiciously.

"Seems we've located the child." Vilgax remarks before quickly heading towards the console and typing in the coordinates to hunt down and kill: Ben Tennyson.


The Tennyson family stood on a bridge overlooking Niagara Falls. Ben as WildVine stood over the bridge with his tendrils wrapped around the railing before diving off. Hope and Gwen raced towards the edge of the bridge as WildVine raced downwards toward the sea. Max was setting up a camera deciding they needed to capture this moment.

"Alright guys, cameras ready." Max exclaims as both Hope and Gwen turn towards the camera. Max races over to the two girls, so he isn't left out.

The tendrils on his legs jerked abruptly before he was pulled back up just in time to photobomb the photo. The next photo is Humungousaur waving happily with a giggling Hope, sighing Max, and facepalming Gwen. The next photo is RipJaws holding up a peace sign, with Hope smiling brightly, Gwen rolling her eyes playfully, and Max trying hard not to grin. The fourth photo showed Big Chill blasting a breath of ice making the trio shiver in response. The next picture showed BrainStorm blasting his electrokinesis into the air, blinding the trio from the light show. The next photo showed Gwen eating an ice cream, but the next showed it melting due to Swampfire. The next photo showed Gwen channeling mana into her fists and chasing after Ben who was laughing. The next photo was Ben and Hope sitting on a park bench, Hope obviously held the camera and smiled with a distracted Ben gazing over to it. And the final picture had Ben and Hope sitting side by side, with the girl's head on the boy's shoulder.

After taking many pictures, the Tennyson family decided to take a sky ride. Max, Gwen, and Hope were admiring the view as SpiderMonkey hung from his tail, "Ben, what are you doing?" Gwen asked the upside down Arachnichimp.

"Science experiment, seeing how long it take for the blood to rush to my head. Since some of my aliens have tails why not see who could get the blood flowing faster." SpiderMonkey screeches.

"That sounds kinda dumb." Hope replies curtly before SpiderMonkey gets back into the sky car.

"Only too you." SpiderMonkey retorts when another sky car passesby revealing an older couple gazing in shock at the SpiderMonkey hybrid who waves.

"We don't know him." Gwen replies to the couple when a loud blaring noise echoes out inside his head. SpiderMonkey grips his head as the blaring noise gets louder.

"Ben, you okay?" Max asked concerned for the boy's well-being.

"No, something's wrong. Something or someone set off my spider sense." SpiderMonkey responds cautiously.

"Ben, you said you could sense the danger, right?" Hope asked as he nodded, "Do you know where the danger is coming from?"

His spider sense started getting louder, "No, whatever it is it's coming and it's extremely dangerous whoever they are." The trio were now concerned and cautious because whenever Ben sensed something as SpiderMonkey; he was never ever wrong.

The sky car rocked violently before the roof was peeled off. The quartet gazed in wonder and shock at the large hole, "That would be us!" Kevin grinned maniacally before Vilgax showed his face and reached into the carhold and pulled out the Arachnichimp.

"And we know all his secrets!" Vilgax declared before tapping the dial on his badge and it started flashing green before he revorted back to normal revealing a shocked Ben Tennyson.

Hope, Gwen, and Max watched in shock as both Kevin and Vilgax showed up. Hope, due to meeting Ultimate Kevin and Vilgax for the first time. Max and Gwen were shocked to know Vilgax was alive and last they saw of Kevin, he was beamed into space and trapped there. Ben struggled inside Vilgax's grip before he gazed at his two enemies.

"Kevin? Vilgax? You're both alive?" Ben asked incredulously.

"Alive. Stronger! Faster! Smarter! And here to kick your scrawny ass." Kevin grinned before tightening fist to show he meant business.

"Never figured you'd take on an apprentice, Vilgax." Max replied curtly.

"Silence! I've waited too long for this." Vilgax narrowed his eyes at Tennyson, "Once this containment field neutralizes the Omnitrix, grab it." He ordered, which didn't bode well with Kevin who narrowed his eyes at him angrily.

"I said never tell me what to do. We agreed to this alliance to kill Tennyson, I don't take orders from you." The mutated teenager glared before an emerald light flashed gaining both there attentions, "Where'd Tennyson go?!" Kevin glared before Vilgax went wide eyed at the disappearance of Ben when a green pile of slime slithered it's way toward the hole he created.

Remembering Goop's weakness he grabbed his projector and his badge in two separate hands, "You will not escape us!"

"We know all your secrets! All your weaknesses! You can't beat us both!" Kevin laughed before an emerald light shined through Vilgax's claws.

A figure bursted free from Vilgax's claws revealing Chromastone, "Guess again!" Vilgax was thrown backwards sliding across the cable car before hanging off the edge.

He watched as Chromastone dodged a punch thrown by Kevin then returning a wicked punch into his gut who groaned in pain. He soon punched him in his face before the mutated teenager knocked him onto his back, "Seems the child has grown new control over the Omnitrix." Vilgax growled in anger before watching as Chromastone blasted Kevin in his chest. The teenager was launched into the skycars mountain track which broke the cable cars tire treads.

Kevin glared, "You're going down, Tennyson!" He soon charged the Crystalsapien who grinned before moving quickly to the left as the teenager charged straightoff the cable car.

"Have a nice trip! See you next fall!" Chromastone taunted as Kevin's Arachnichimp tail sprung upwards and wrapped itself tightly around Chromastone's right foot dragging him off the cable car, "Goddammit!" Chromastone yelled before falling off the cable car with Kevin right below him.

In a flash of emerald light, Kevin gazed upwards to see JetRay smirking as he flew upwards. Kevin crashed landed onto a jammed garbage depot. JetRay grinned seeing Kevin landed onto the grey platform when a large shadow casted over him. He looked up and went wide eyed as Vilgax tackled the Aerophibian onto the garbage depot with a recovering Kevin. The rocks holding the depot in place soon shattered upon Vilgax and JetRay's landing.

Max, Gwen, and Hope watched in fear as the depot drew closer to the waterfall. When the cable car's suspension's started breaking causing the other tether to snap, leaving the cable car hanging onto it's loosing tire treads.

Down below on the depot, another emeald light flashed as Vilgax was tossed into Kevin courtesy of Humungousaur who heard the screams of panic from not only his cousin, but Hope as well. He raced off the depot before splashing into the sea were another emerald light occured before the sea parted due to a certain alien's speed.

XLR8 wobbled abit, not having run on water before, but soon got used to it. He dashed through the sea making his way back to to cable car. He zoomed as fast as he could when the tether soon snapped sending the cable car crashing into the sea. XLR8 gazed upwards before the badge on his chest shined green and was quickly transformed into JetRay who flew even faster towards the descending cable car.

He grabbed hold of the trio tightly before flying away. He soon heard the screams of Vilgax and Kevin going over the waterfall. JetRay lands a safe distance away setting his three passengers down safely before landing before them. He reverted back to normal in a flash of emerald light. Max, Gwen, and Hope saw the look on his face before he spoke up, "I'm going after Vilgax and Kevin." He replied, but it sounded more like he was going and your not gonna stop me.

"Ben, you can't beat them both together there too powerful." Max warns.

"Yeah, Ben, Kevin has all your powers and Vilgax knows all your weaknesses even with master control. You won't be able to win." Gwen responds.

"I have to try. There after the Omnitrix and there'll get it one way or another." Ben replies.

"Ben, listen to us!" Max yells before a flash of emerald light blinds the trio as XLR8 takes the Omnitrix Wielders place.

"I don't need to listen, I need to get moving. I have to stop them." XLR8 responded, but before he could zoom off, Hope grabbed his arm.

"We know we can't stop you, but please. Please be careful." She said softly, XLR8's visor slid upwards before he whispered delicately in her ear.

"Always." His visor soon slid downwards before he went racing along the the mountainside and soon out of view.

"What's up with Ben? He sounds alot more serious and confident." Gwen asked curiously.

"Ben has always been confident, but right now, he's too confident. I think it's because he obtained master control, where he thinks he can take down both Kevin and Vilgax." Max replied worriedly.

"But Ben will be okay, right?" Hope asked as Max shrugged in confusion.

"I don't know, but I have something back at the RV that should take care of Vilgax and Kevin. Let's go." Max responded before the trio went racing off to the RV.


At the bottom of the waterfall, Kevin and Vilgax were standing on a large rock, "This is all your fault he escaped." Kevin glared at the warlord.

"Silence, child!" Vilgax bellowed as Kevin crossed his arms over his chest.

"Do you not know the difference between children and teenagers?" Kevin retorted which got him a glare shot his way, "We were right ontop of him! How was he changing so fast?!"

"Seems he's gained master control." Vilgax replied before pulling out his handheld device as the Omnitrix signal was getting stronger, "It seems he's ontop of us." Kevin raised an eyebrow as the two enemies of Ben Tennyson gazed upwards as a shadow was soon overcasted on them revealing CannonBolt.

"CANNONBALL!" The Arburian Pelarota exclaimed before smashing into the large rock they were standing on. Before he landed ontop of them Vilgax and Kevin launched backwards to avoid being flattened by the wrecking ball alien.

Back at the RV, Max opens a secret compartment inside the pantry. It was a small projector was shaped and designed like a semi-automatic pistol with a trigger for the pointer finger to activate it. Gwen's eyes widened in shock as Hope raises an eyebrow quizzically at the device.

"The Null Void Projector?" Gwen asked incredulously, "I thought you left that locked up back at Mount Rushmore?"

"Null Void Projector?" Hope asked curiously.

"It's a prison in an alternative dimension holding very dangerous criminals the Plumbers have trapped over the years." Max explains.

"You're planning on trapping Vilgax and Kevin inside that thing?" Hope asked which made Max nod.

"We need to get it set up." He states before walking out the RV with Hope and Gwen in tow.


"Bwak, bwak, bwak, bwaaakk!" Kevin mocked making chicken noises at the hiding Arburian Pelarota.

Vilgax looked around, "Come on out child!" He roared in anger. CannonBolt who was hiding behind a large boulder giggled mischievously.

"Quit hiding you chicken!" Kevin yelled, "Come out, come out, wherever you are!"

"Enough of this foolishness. In order to draw the boy out, we need bait." Vilgax proposed.

"Bait?" Kevin questioned.

"The old man and those girls will suffice." Vilgax replied seeing the RV stop ontop of the bridge in the distance, "Once we get our hands on them, he'll come running."

"If you say so." Kevin replied before his cape took the form of wings and antenna. He gazed behind him to see if CannonBolt had come out. Vilgax leaped over to the bridge as Kevin followed after him.

CannonBolt peeked out from behind the boulder to see the two villains heading towards the bridge. CannonBolt narrowed his eyes as another emerald light flashed as CannonBolt was transformed into Big Chill who went flying after them.

The trio stepped out the RV when they heard a loud crash. Gwen and Hope's hands engulfed into mana, "Grandpa, we have company." Gwen remarked as Vilgax and Kevin advanced on them.

"That's far enough, Vilgax." Max glared holding the Null Void Projector behind his back.

"When I have the Omnitrix, I'm gonna enjoy tearing you apart, Tennyson." Vilgax narrowed his eyes at him.

"Why wait? Come and get me, Vilgax!" Max glared as he activated the Null Void projector. A yellow energy beam shot outwards behind the two enemies. The two beings felt the pull of the Null Void portal sucking them inside.

"I've got this one!" Big Chill yelled before an emerald light flashed and he was turned into Swampfire as he went charging at Kevin and Vilgax.

"No!" Hope shouted.

"Ben, don't!" Gwen yelled.

"What's happening?!" Kevin erupted before being sucked inside the portal.

"The Null Void!" Vilgax replied before being sucked in after Kevin, "NO!" Swampfire went charging toward the portal when Vilgax's gauntlet covered hand shot outwards grabbing the Methanosian by his face and pulling him into the portal which closed shut behind them.

The trio went wide eyed in fear as Ben was just sucked into the Null Void with two of his worst enemies, "BEN!" They shouted in unison.

The portal soon opened up again as Kevin, Vilgax, and Swampfire landing ontop of each other, "Okay, this is definitely one of my most stupidest ideas next to putting gum around the Omnitrix's faceplate."

Kevin and Ben gazed around before the mutated teenager spoke, "Where are we?"

"The Null Void." Vilgax spoke holding Swampfire's head tightly within his hand, "An alternate dimension where the galaxy's worst of the worst are banished." He explained as they gazed into eerily shifting dimension.

Swampfire gazed at the generally consists of various geographic formations and shattered structures floating randomly in endless space. He'd never seen anything so horrifying in his life, okay scratch that second most horrifying thing in his life.

"Well I'm the baddest of the bad." Kevin boasted as Swampfire rolled his eyes.

"Oh yeah? Tell that to them." He pointed to a swarm of Null Guardians flying there way. The Null Guardians soon attacked both Vilgax and Kevin. With Vilgax distracted, Swampfire's badge flashed green before transforming himself into XLR8.

The Kineceleran grinned, "Catch me if you can." His visor slid downwards before he raced off leaving a dustcloud trail in his wake.

Vilgax's eyes widened as Ben escaped, "NO!"

XLR8 raced throughout the genetically shifting boulders trying to put as much distance between himself and the two enemies he was trapped inside here with. XLR8 zoomed as fast as he could when he immediately hit the brakes realizing he ran out of room to run. His visor slid upwards seeing the large gap from one side of the shifting boulder to the next one.

Vilgax glared before hopping ontop of a larger and darker shade of grey Null Guardian. The giant flying Vulpimancer bucked and shrieked as it tried to shake Vilgax off it's back when the crazed warlord sunk its metallic claws into the side of it's neck. Kevin let out a sonic scream hitting one and blasted flames into another when a large shadow descended upon him.

Kevin gasps as the Null Guardians he was fighting soon bowed down to the warlord, he narrowed his eyes at him before speaking, "What was that all about?!"

"Respect. I command it, even here." Vilgax answered plainly.

"Who cares? What about Tennyson? We can't let him escape."

"We won't. The boy's grandfather will attempt to rescue him. We must retrieve the Omnitrix and extract it before the child escapes or else we'll be trapped in here forever." Vilgax replied which made Kevin nod his head understanding the plan, "But first we must find him."

"Shouldn't be too hard, he couldn't have gotten far." Kevin remarks before he hops onto a nearby Null Guardian.

Outside the Null Void, Gwen and Hope were sitting against the RV, "How do you think Ben is doing?" She asked.

"I can't say considering he's trapped in there with his two worst enemies to date." Gwen answered.

"That's the thing, you guy's have never told me about this Kevin or Vilgax." Hope replied angrily, "Why do they hate Ben so much?"

Gwen sighs, "This dates back two months prior when Ben first found the Omnitrix. Vilgax sent mechadroids, bounty hunters, and some mechanized biker chick after him, but Ben defeated them all and sent it back to Vilgax in body bags."

"Wait Ben killed them?!" Hope asked alarmed.

"No, poor choice of words. He destroyed the mechadroids yes. Bounty hunters and robotic biker chick, no. A friend of our Tetrax took the two bounty hunters away while Ben turned into Goop and dissembled the biker chick. In doing so, he's been plagued with nothing, but nightmares of the warlord who got fed up and decided to come here and obtain it himself."

"What happened next?"

"What do you think? He lured Ben into a trap and kicked his ass. Ben fought as hard as he could, but he wasn't a match against Vilgax who left him bruised and beaten." Hope covered her mouth in horror as she heard of Ben's first loss, "Me and Grandpa had escaped to Mount Rushmore, to prepare ourselves to defeat Vilgax, but he's more cunning than we've given him credit for. Once we drove aboard his ship, Ben was cuffed to this metallic cylinder where a power surge affected the watch where he was switching constantly. Ben soon tackled Vilgax out of his ship and delivered a beat down onto him, but he soon escaped and held us hostage till Ben gave himself up willingly. After the two boarded his ship, grandpa Max warned him not too and it exploded, but Ben managed to get out before it did. And it's the first time, we've seen him since then, we thought he was dead."

Hope understand why Vilgax hated Ben, "How does Kevin fall into the mix?" Hope could see the sadness in her eyes as she asked her question.

"Before we fought Vilgax for the first time, we met Kevin in New York. Ben and Kevin didn't get along at first until fighting side by side against Kevin's employers. Kevin told Ben, they should use their powers for things they wanted, like getting revenge. Ben wasn't on board with the idea and told him to switch sides and Kevin struck first, leading to Ben's first fight with Kevin."

"Is that how he ended up like that abomination from earlier?"

"No. Kevin had escaped due to absorbing the Omnitrix's power. Ben had tracked him down and found him destroying the Forever Knights base of operations." Hope remembered Enoch telling them he destroyed there base.

"So that wasn't Ben? That was Kevin?" Hope asked as Gwen nodded, "So how did Kevin end up like that?"

"It was a few weeks ago, we were in California and Kevin was able to recreate Ben's playlist and left a trail of destruction in his wake framing Ben for it. Ben soon confronted him and beat him to a pulp. Ben had the chance to end things once and for all, but he walked away. Kevin didn't take it well because he soon transformed into that abomination and blamed it on Ben, that it was his fault he was stuck like that. He beat Ben so bad, that when he changed back he was bruised heavily."

"What did Ben do to Kevin that made him hate him so much?" Hope asked as Gwen shrugged and shook her head.

"I don't know, Ben won't tell me. Anyway, Kevin attacked us recently leaving me and Grandpa in the RV hurt and unconscious while Ben took the fight to him in a nearby field from us. By time we came too Ben and Kevin were gone and had been missing for a solid week." Hopes eyes widen at the revelation.

"Where'd they go?" She asked.

"They were beamed to space forced to fight in an arena for entertainment purposes. Ben had explained how he fought tooth and nail with Kevin to get free only to have Kevin stab him in the back revealing that the only reason they teamed up was so he could kill him himself. Ben defeated him as CannonBolt, priored open the doors as Humungousaur, and jumped into space." Hopes eyes couldn't have been any wider.

"Ben jumped into space?! How is he alive?!"

"He turned into Jetray and flew through space like he was lord of the skies. He apparently went so fast he achieved hyperspace travel being able to travel from one end of the galaxy to the next in a matter of seconds. To this day, Ben still blames himself for what happened to Kevin to the point where you even mention it, his entire mood shifts." Hope was left in awe, Ben shocked her time and time again. He even went to extreme lengths just to survive time and time again.

"So Kevin and Vilgax teamed up because they both have a vendetta against Ben?"

"You could call it a vendetta. Vilgax only wants the Omnitrix, Kevin on the other hand wants the Omnitrix off of Ben, so he can tear him apart with his own two hands." Max reveals coming out the RV in his old plumber gear.

Gwen and Hope sprung to there feet as he approached them, "Where are you going grandpa?"

"In after Ben." He stated grabbing the Null Void projector.

"But you can't!" Hope exclaims.

"I have too, Ben needs my help."

"Then allow one of us to go." Gwen replied, "Neither one of us knows how to work that thing only you can."

"Gwen, it's too dangerous. Especially with Vilgax and Kevin running around in there."

"She's right, one of us needs to go inside and save Ben." Hope added, "And I think it should be you, Gwen."

"Me? Why me? You're the most experienced sorercer, I wouldn't last long against Kevin and Vilgax." Gwen replied, but Hope shook her head.

"I may be experienced, yes, but you're the strongest person I know. You'll find a way to save Ben from them and himself, given he hasn't gone insane. You can do this, I know, grandpa knows it, and Ben knows it." Hope smiles, Gwen felt herself tearing up.

"You're right, Hope, I can do this." Gwen said determinedly, "I'm going grandpa." Max smiles before nodding. Gwen quickly races into the RV to change when Max gazes at Hope.

"I can see why your parents named you Hope. Because you can inspire hope into others." He replied as Hope's face flushed in embarrassment.

"I don't think so."

"Nonsense, we all believe it, including a certain grandson of mine." Hope's face flushed brighter.

"Ben thinks that?" She asked softly as Max nodded firmly which made her smile.


Inside the Null Void, Swampfire blasted flames from the palms of his hands flying through the prisons endless sky, he gazed behind him to see Vilgax and Kevin flying and leading the Null Guardians after him. He increased the intensity of his flames to out fly them. He did various loop-de-loops around the shifting structures to outmaneuver them when they started getting closer.

"Damn, these guys just don't quit." He muttered before being tackled by the large Null Guardian Vilgax was riding on and soon being bombarded by the large swarm of tentacle weaving Vulpimancers.

Vilgax grinned in victory, "The Omnitrix will soon be mine." He bellowed as the Null Guardian he was riding on had Swampfire trapped in between his fanged teeth.

"Gotta be the worst day of my life." Ben muttered before grinning wickedly, "On second thought let's make it the best day." He sat up and blasted a fireball into the Null Guardian in the face before an emerald light occured transforming him into Goop.

The Null Guardians teeth bit down on the escaping Polymorph when the rest of the swarm soon dogpiled over him, until another emerald light flashed through the pile revealing CannonBolt who bounced away onto various shifting structures, with the villains and army of Null Guardians chasing after him.

CannonBolt unrolled himself before grinning, "Let's rock and roll!" He soon rolled himself back up as he went rolling up onto the large boulders and rolling all the way around before landing on a large platform transforming into XLR8 who then raced off. Vilgax, Kevin, and The Null Guardians chased after him immediately.

XLR8 races along the various floating platforms leaping high into the air as Vilgax flys closer to him when an emerald light occured revealing JetRay who flew over Vilgax and transformed yet again into Humungousaur slamming his feet into the Null Guardians back knocking the duo down. The Vaxasaurian soon backflips off the Null Guardian before transforming yet again leaving Big Chill to turn intangible and float right through Kevin's body and race along the Null Guardian, he's riding on. He leaps off before transforming into RipJaws who quickly leaps off of two approaching Null Guardians, before quickly transforming into WildVine grabbing two approaching Null Guardians and flinging them into each other. Drawing closer to an approaching platform, he quickly transforms into Echo Echo, who's clones quickly spring from his body boosting him above the platform onto a Null Guardians back when he transforms into Chromastone and leaps off flying high into the sky.

The crystalsapien gazes behind him at the approaching swarm of Null Guardians when another group tackles him. Another emerald light occurs and the Crystalsapien quickly transforms into Goop who slithers his way out of the fangs and teeth before seeing another Null Guardian flying after his antigravity projector. Leaving the Polymorph screaming in fright.


"I'm ready, grandpa." Gwen states firmly.

Max nods, "Your watch is a homing beacon. As soon aa you find Ben, you can use it to lead you back to the portal."

"How long do I have?" Gwen asked gazing at the watch then back at the portal.

"I can keep the portal open for atleast ten minutes. Once this gauge hits the red zone. You need to get out, no matter what." Max replies.

"Even without Ben?" Gwen asks as Max doesn't say anything and places a small gun into her hand.

"If your magic isn't enough use this." He ignores her question.

"What's this for?" She asked quizzically.

"Anything that's not, Ben." He says. Gwen nods before placing the small gun into her holster before heading towards the open portal. When Hope grabbed her arm, she gazed back at the silver haired sorceress.

"Please, bring Ben back." She muttered before hugging her tightly.

Gwen smiled as she realized just how much Hope liked Ben and soon returned the hug, "I will, I promise." She said before letting go of the sorceress and walking into the portal.

Gwen came out the other side of the portal, falling straight down before activating her jetpack. And blasting into the endless prisoned sky. She looked around in awe and horror realizing that if she didn't find Ben within ten minutes he'd be trapped here.

"This place looks like it goes on forever." Gwen replies into her headset.

"It does, keep your eyes open." Max responded over the headset, "Even I'm not sure what's inside there."

"What does the Null Void look like, Gwen?" Hope asked.

Gwen flew over the shifting structures before replying, "A place you don't wanna be stuck in." When she hears snarling noises coming from behind her. Her eyes widen when she saw the small creatures.

They were small blue in color, with black claws on their hands and feet.

Gwen screamed before throwing up a mana shield to block the approaching creatures, but they were relentless and kept attacking her shield hoping to attack her jetpack. Gwen blasted a stream of mana at them which pushed the approaching horde away when Max's voice echoed from the headset.

"Gwen?! What's wrong?" Max asked quickly.

"I don't know, but they're small, fast, and really annoying." She answered hopping to fly away, but they jumped on the various floating platforms chasing after her.

"Havoc Beasts, keep them away from your rocket pack." Max warns, "They'll chew it to bits." Gwen reached for her pocket weapon and started blasting them quickly so she wouldn't be swarmed by them.

Gwen gritted her teeth as they kept coming and coming, she grabs a bomb from her waist, using it to get there attention which it did, she soon throws it away where the Havoc Beasts chase after it. Gwen watches from a safe distance as they follow the explosive onto a large platfrom and immediately start chewing on it when it suddenly explodes, "Dumb aliens." Gwen mutters before flying off in search of Ben.

Ben, who was reverted back to normal, landed onto a large floating platform, gazed over to his right and saw Vilgax and Kevin approaching. He crawled alongside the large boulder before reverting into SpiderMonkey, who walked along the underside of the boulder as Vilgax and Kevin landed ontop of it. Vilgax was checking his device to make sure his readings were correct when Kevin using his Arachnichimp senses sniffed the air, trying to locate Tennyson. The Null Guardian's head poked outwards as SpiderMonkey ducked away from it when it's head veered itself over towards his hiding spot. The Arachnichimp backed up as the badge on his chest started flashing green and in said green light reverted into Echo Echo. Who backed up, but it was too late because he was soon discovered by both Kevin and Vilgax.

Echo Echo grinned before leaping off letting out a sonic scream which hit the warlord and the Null Guardian. He flipped into the endless prison's sky, he transformed once again into Big Chill before flying off with Kevin on his tail.

Max was keeping the projector running when it suddenly starts sparking dangerously, Max jumped back to keep from being electrocuted, Hope shielded her eyes as the green electricity jolted in various directions.

"What's happening?!" Hope askes as Max tries to regain control of the projector.

"Gwen, something's gone screwy with the projector. I don't know how much longer I can keep the portal open." Max responds frantically pushing various buttons on the projector, "You have to head back now or else you'll be trapped inside forever." He replies firmly which saddens Hope dearly never seeing Ben again.

"Not without, Ben!" Gwen yells before the climate starts shifting, "Wait! Why's it so cold?" She asked rubbing her arms as a breath of frost escaped her lips. Big Chill soon flew by capturing the red head in his arms.

Big Chill smiled widely before seeing who he caught, "Gwen! Am I glad to see you!" He hugged the red head tightly who returned the hug with a smile on her face.

"The portals closing we have to get outta here." Gwen shows him the watch that grandpa gave her.

"Alright, leave it to me." He responds, but it cut off when a large null voidian creature appears from the depths of the boulder. The creature soon launches at the two who scream in panic before the Necrofriggian flys away with her. As the two draw closer to the portal Kevin flies past the two grabbing hold of Gwen.

"Hey there cutie, miss me?" Kevin replied arrogantly. Gwen scoffed before grabbing hold of her holstered pistol and firing it at Kevin who grabbed the gun and shielding it into his palm, "Going somewhere without your old pal Kevin?"

"Let her go, Kevin. This is between you and me." Big Chill stated, "You harm a single hair on her head and I'll-" He was soon cut off by a loud raspy voice appearing behind him.

"Or you'll what?" Vilgax demanded, Big Chill turned slightly around to see Vilgax blocking his way to the exit.

Big Chill's gaze soon fell back on Kevin who was flying infront of him with his cousin wrapped around his arm. He knew what he had to do, he lowered himself onto a large floating platform reverting back to normal in an emerald flash of light, "Let her go and you can have it!" He demanded angrily. Gwen's eyes widened in shock at what he was doing for her.

"Ben, no! Don't do it!"

"We have a deal or don't we, Vilgax! My cousin for thus stupid watch!" He yelled as the two villains leaped from the Null Guardians they were riding and made there wau to Ben, who's arms were behind his back.

Ben thrusted his hand forward as Kevin lowered Gwen to him. Ben noticed there gazes were on the watch incase he tried anything. He looked into Gwen's eyes before moving his mouth, 'When they take the Omnitrix away, run and don't look back!' Gwen read through his lips, she wanted to shout saying no, or she wasn't gonna leave him behind, but his face said otherwise; meaning it wasn't up for debate, 'I'll see you on the otherside.' He mouthed feeling Vilgax's clawed hand ontop of the watch.

The sixteen year old shifted his gaze between both Kevin and Vilgax before the mutated teenager launched the red haired backwards. Before Ben even realized what was happening, Kevin slammed his foot into his chest launching him backwards, "GWEN RUN!" He roared at the top of his lungs when Kevin slammed his foot onto the boys arm snapping it in two. Ben yelled in pain from his arm being broken. Ben glared before laughing mockingly at them, "That's why I zeroed out the master control. Have fun shifting through a billion combinations."

Gwen grew tiery eyed as she watched her cousin be surrounded by both enemies. She quickly activated her jetpack and flew through the portal, she wanted to stay and help her cousin, but the look he gave her told her he either wasn't coming with her or he'd find his own way out.

"Obtaining Master Control over the Omnitrix is child's play for a master such as I! Extract the Omnitrix, Levin." Vilgax ordered when Kevin grumbled as he reached for the device planted on his back and shoved it onto the Omnitrix and started extracting it.

Ben yelled in pain, before glaring at his enemies, "SWAMPFIRE!" Ben roared before the Omnitrix could be ripped from his arm it flashed gaining both villains attention. Swampfire glared before blasting flames into Kevin's face. The mutated teenager stumbled backwards wailing in pain, "You idiots seriously believe I'd zero out the Omnitrix. I'm not some dumb ten year old."

"You're not leaving here with the Omnitrix." Vilgax glared as Swampfire proceeded to fix his arm that Kevin broke.

"Oh? And who's gonna stop me?" The Methanosian exclaimed as Kevin and Vilgax stood before him, "So be it." Swampfire replied before charing the two and in an emerald flash left CannonBolt who quickly rolled himself up before colliding with Vilgax.

The warlord was launched backwards as another emerald flash garnered his attention when he saw a large brown fist collide with his face. Vilgax was launched into another platform by Humungousaur when Kevin came charging at him, but it was in vain when another emerald light flashed revealing Big Chill. The two teenagers glared at each other before flames blasted from Kevin and ice blasted from Big Chill. The two elements trying to overpower the other.

"You're not leaving us here!" Kevin yelled as Vilgax came charging at the Necrofriggian.

Knowing the portal was closing in the next twenty seconds he had to move. He let Kevin started overpowering him before shifting the colliding attacks at Vilgax who was launched backwards. In an emerald flash, Big Chill quickly transformed into XLR8 who made a dash for the exit. Kevin's eyes widened launched a volley of attacks at him, which made the Kineceleran zigzag in between them. When a patch of ice hit the platform XLR8 landed on, he slipped of the platform and knew he had seven seconds left.

Vilgax and Kevin launced off the platform after him, when another emerald light occured as JetRay flew at breakneck speeds above them and out the closing portal. The two villains yelled in anger as Tennyson escaped at the last second, "NOOOOOOOO!" Vilgax roared into the endless prison of the Null Void.


Jetray flew through the portal landing on the other side quickly reverting back to normal. He sighed in relief as he made it with that last ditch plan he created, he gazed around to hear crying, but who? He saw his grandpa's RV up ahead and heard Gwen and Hope crying.

"It's my fault, he made that half cocked plan and told me to leave him behind! I should have stayed and helped him." Gwen cried as Max did his best to comfort the girl, Hope wasn't any better. The two girls were balling there eyes at and it was all his fault.

"Gwen, don't blame yourself. Ben would have sacrificed himself to keep us from being harmed. It's who he is and what we inspires us to be better." Hope sobs hugging the red head tightly.

"I'm gonna do everything I can, to get that portal open. No matter what it takes, I'll free Ben again." Max states firmly.

Ben smiled before coming out from behind the RV, "I don't think that's necessary, grandpa." The trios eyes widened in shock as they turned around to see Ben standing there smiling.

"BEN!" They shouted happily rushing over to hug the alien hero tightly.

"Ben, we thought you were trapped in the Null Void?" Gwen replied.

"Yeah, how'd you escape?" Hope asked.

"I was about to be trapped if it weren't for master control, I activated at the last minute. Kevin and Vilgax made it tough for me to escape, but I out smarted them." Ben replied casually.

"We were worried about you, Ben." Max replies, "I'm glad you're not hurt."

"Of course not, I mean aside from Kevin breaking my arm, I'm good." He smiled giving them a thumbs up.

"Wait, I thought you zeroed out the Master Control." Gwen recounted as Ben told them he changed the command code for master control.

"I lied, so they'd let there guard down so you could escape." Ben smiled as Gwen laughed.

"Glad to have you back, Ben, I hope you learned a lesson." Max replied patting him on the back.

"I did grandpa, and I'm sorry I was abusing the Omnitrix, I just got caught up in the moment on not having to time out. But now after fighting Kevin and Vilgax, I learned that I shouldn't play around with it. I need to respect it and I swear I won't abuse it for my own gain again." Ben replied firmly the trio smiled before Max rubbed his shoulder.

"Good, come on, let's go get some grub." Max smiled as he grabbed the null void projector and walked back into the RV, "Who's in the mood for mealworms?" The three teenagers nearly gagged at the answer.

"Next time don't plan something so half cocked, okay dweeb." Gwen replied slugging him in the arm.

"Ow! Okay, I promise." He yelped as Gwen laughed before hugging him again.

"Thank you." She whispered as he hugged her back.

"Anytime." Gwen let go of the Omnitrix wielder before following her grandpa into the RV. He looked over to the silver haired sorceress, "Hope, are you alright?"

Hope hugged him again before sobbing into his chest, "I was...scared." She mumbles inbetween sobs, Ben felt his heart stop when she said that, "I thought...I'd lost you...like...I lost...my parents." She cried harder. Ben felt guilty for making the woman cry so hard.

He stroked her hair and hugged her tightly, "I'm sorry for worrying you so. I'm not going anywhere, no matter how far away I am or if I end up in another universe, I'll always come back to you, Hope." He planted his lips onto her forehead, he wiped the tears from her streaking face, "Come on, let's go have victory smoothies, on me."

Hope's face blushed lightly before smiling, "Okay." The two then walked hand in hand back to the RV, contently enjoying the others company.


To Be Continued...

A/N: And there it is, Season 2's finale. I wasn't gonna do the whole Ben zeros out the Omnitrix like they did in canon. I had him trip the two dopes into thinking he did so he can plan a last minute battle before bolting out the Null Void. I was deciding to pair Ben and Hope up for the finale, but deicided against it since we haven't seen any of his other 'potential' love interests ie Kai Green. I hope you enjoyed reading it because it'll be at least a few weeks before I even touch this book again or I could work on it while working on my other projects. Yeah tht could work, but imma take a break before starting Fairy x10 or Pirate Adventure or my Remake The Outsiders book (DC x Ben10) That's all for now. And I'll give you guys a preview of the next chapter. Later Everyone.

Next Chapter: Ben 10,000