Somewhere in the frozen Alaskan wildness, two men were randomly racing snowmobiles in the dead of night, despite common sense saying that was incredibly dangerous and stupid. They whooped and hollered as they jumped the snowbanks until one of them spotted something in the headlights just ahead. It looked like a twisted metal structure buried in the snow. The rider immediately swerved to the left, narrowly avoiding the metal, but was thrown off his snowmobile as a result.
The man groaned as sat up, readjusting his goggles. Not a moment later, the snow beneath him collapsed, revealing a sinkhole in the ground. His buddy arrived a few seconds later, and instead of expressing concern for his friend, he laughed as the other rider was covered from head-to-toe in snow with a grimace. All jokes aside, however, they took another look around inside the sinkhole and realized there was half a dozen mechanical pods partially buried in the snow.
Despite having no idea what they were looking at or knowing where they had come from, the men walked around between the pod. One of the riders approached a pod, brushing away the snow. But the moment he did, the pod lit up and opened with a steaming hiss. Something large – very large stepped out of the pod, but neither men stuck around to find out what. They crawled out of the sinkhole and clabbered together on the snowmobile, making a beeline away from…who knows what.
As they fled, the newly resurrected creature made a noise between a hiss and a gurgle, their blazing red eyes narrowing as they uttered a single sentence:
"The Omnitrix…."
It was a nice and sunny day in St. Louise, Missouri. Families and pets were out enjoying the beautiful summer sun, including the Tennyson family.
Max was trying to teach Gwen how to fly a kite (emphasis on trying; Gwen was surprisingly terrible at it.) Just when it looked like she was starting to make progress, Pesky Dust suddenly swooped in and, being the little flying gremlin that he was, snatched the string away with a high-pitched giggle.
"Ben, give that back!" yelled Gwen.
"But I'm way better at it than you, doofus," Pesky Dust taunted, hoisting the kite along behind him to validate his point. Gwen didn't know what annoyed her more: that Ben stole the kite from her, or that he was admittedly better at it.
"Ben, give it back," Max chastised his grandson.
"It's okay, grandpa, he can have it," said Gwen with an impish smirk, pulling out her pocket spellbook. "He better hold on to it, though. Galeas Disruptus!"
Pesky Dust was just humming along, minding his own business with his stolen kite, when the wind suddenly started to kick up At first, the Nemuina was able to push through with a little struggle, especially with the kite catching so much air behind him. But the wind soon turned from a gentle breeze to a strong gust in less than two seconds. With the kite and his own wings getting caught in the gale, Pesky Dust was sent flying across the park, spinning out of control, and landed in a tree, tangled between the thick branches.
"I love it when things work out," said Gwen happily.
"Gwen…," said Max disapprovingly.
"What?" said Gwen; she didn't do anything wrong!
Pesky Dust struggled to untangle himself from the tree when the Omnitrix beeped and transformed him back to Ben in a flash of red light. With the additional weight of his human form, the branches broke away and dropped him back on Terra Firma. Max shook his head and went to make sure his grandson didn't have a concussion while Gwen was doubled over with laughter.
"Did you see that Trixie?" Gwen guffawed. "Hilarious, right?"
But the human Omnitrix did not respond. Curious of her silence, Gwen turned around and noticed Trixie staring off in the distance at something. The sorceress-in-training followed her line of sight to a family leisurely strolling through the park. A little girl, probably aroid six or so, was giggling with joy while her mother and father swung her between them. Gwen looked back at Trixie and noticed something in her eyes…a look of longing….
"You really shouldn't fool around with your powers like that Gwen," Ben berated his cousin, walking over with Max. "Honestly, I thought you were more mature than that." When Gwen didn't take the bait, Ben seemed mildly concerned. "Er…you okay?"
"Trixie seems…sad," said Gwen.
"Really?" said Ben. It took a few seconds to realize that she was right; Trixie did look sad. Now fully concerned about his best friend, Ben walked over to her and asked, "Hey, Trixie, what's wrong?"
"Oh, uh – nothing, nothing, I'm fine," said Trixie in an unconvincing tone. "Don't worry about me. You should just spend time with your family."
"But you're family, too, Trixie," said Max, frowning.
"That's nice of you to say, Maxwell, even if it isn't true," said Trixie, looking away and down. "Listen, I've got some um…some research to catch up on for the upcoming Genius Society meeting. I should…get on that."
With nothing left to say, Trixie walked away, heading back to the Rust Bucket, noticeably dragging her feet.
"…What was that all about?" asked Ben once she was out of earshot.
"Even you can't be that clueless, Ben," said Gwen, shaking her head irritably. "Isn't it obvious? Trixie is feeling lonely."
"Shows how much you know," Ben scoffed. "How can she be lonely when we're around her all the time?"
"Oh my god, you really are that clueless," said Gwen, dumbfounded.
"We've always treated Trixie like she's part of the family," said Max, frowning. "I guess somewhere along the line, we forgot that she isn't. Truth be told, we don't know much about her. Where she came from, what happened to her family – if she even has any family – "
"And why was she in that pod with the watch," Ben added.
"And why she looked like me when we first met," said Gwen.
"Trixie's way cooler than you, dweeb," Ben insulted.
"Not the point, doofus!" snapped Gwen.
"The point I'm trying to make here," said Max loudly, throwing his arms to separate his grandchildren, "is that even after almost three months together, we hardly know a thing about Trixie's life before she arrived."
"Well, what're we supposed to do about that?" said Ben. "It's not like there's anyone that can tell us who she is?"
Max opened his mouth to say something when he was suddenly cut off by an uproar of frightened screams. The Tennyson family turned as crowds of people ran past them, trying to escape whatever had scared them off. And after a few moments, when the mysterious creature revealed themselves, the Tennysons understood why.
The alien resembled Vilgax from before his enhancements, though there was difference in height, as well as having a leaner body, and instead of facial tentacles, they had appendages growing from their scalp in a way that resembled hair. (Based on OV appearance.)
"Vilgax is back?" Gwen gasped.
"No, that's not Vilgax," said Max seriously. "They're definitely from the same species, but this is definitely a woman."
"This she's working for him?" asked Ben. "Like Cetanu or Skaath?"
The Not-Vilgax seemed to be scanning the area when her eyes landed on Ben. Or, to be more specific, the device on his arm. Not-Vilgax stomped toward them, shaking the ground with each step.
"The Omnitrix!" Not-Vilgax growled. "Where did you get it? And what did you do with the Slime-biot?"
"No idea what you're talking about," said Ben, glaring at the tentacle-haired alien while pressing the Omnitrix's activation switch. "But if you want to watch…."
He slapped down on the faceplate, transforming into Heatblast in an explosion of green light.
"Then you're gonna have to pry it from my molten hands," said Heatblast threateningly.
The Pyronite threw his hands out and unleashed a pair of flaming columns that hit the female Vilgax in the chest, lifting her off the ground and into the tree, which snapped on impact. Heatblast chuckled victoriously…which was premature as Not-Vilgax got back to her feet with only a scuffmark on her armor to show for it. The tentacle woman reached out to one of the nearby tree, digging her claws into the bark, and, with a strained grunt of effort, ripped the tree out of the ground by its roots.
"That would be so cool if it wasn't so bad…," said Heatblast.
The tentacle woman swung the tree around at Heatblast with a roaring battle cry. Heatblast grounded himself and braced for impact, forcing the heat from body to rise. So when the tree was about to hit him, the wood melted around his body and split the trunk in half. Max and Gwen, who had been standing on the sidelines, dropped to the ground as the melted half of the tree flew over their heads. Heatblast dropped the temperature around his body, panting from strain, when the tentacle woman ran up to him and slammed her fist into the Pyronite's torso. Heatblast was thrown backward, making a trench in the ground, and stopped in front of Max and Gwen.
"Ben!" cried Gwen.
"Ugh…she's not Vilgax," Heatblast groaned, "but she definitely hits like him. I'm gonna need a minute…."
"I don't think we have a minute," said Max.
The female Vilgax stomped her way towards the Tennyson family when she was suddenly hit from the side by a pair of green lasers. The tentacle alien stumbled and dropped to one knee, but she didn't go down. The female alien growled in frustration and looked over her shoulder as Trixie landed in front of the Tennysons in her half-Aerophibian form.
"That was your only warning shot!" snarled Trixie. "Now turn around slowly."
"That voice…," the female alien gasped, ignoring Trixie's warning and spinning around to face her. Her burning-red eyes drank in Trixie's appearance and she held a hand over her mouth, looking like she was about to cry. "Meridia…"
A sense of familiarity suddenly lit up in Trixie's eyes now that she got a good look at the alien attacker. Her jaw dropped as she unconsciously returned to human form.
"Myaxx…," Trixie murmured in disbelief. "Myaxx, is that you?"
"Uh…did I miss something?" asked Heatblast, turning to Gwen, who looked just as clueless as he was.
Back in the frozen Alaskan wilderness, the two men who had witnessed Myaxx's awakening returned to the site with a third friend in tow. They walked back to the sinkhole to find everything where they had left it, including the snowmobile they had abandoned in their haste. The two men from the previous night were apprehensive, keeping as far away from the machinery as possible. Their friend, on the other hand, walked around carelessly and scoffed.
"Tsk, I don't see any giant squid," said their friend. "All I see is a bunch of junk."
To prove his point, the man kicked one of the exposed metal parts…which suddenly caused the ground to tremble beneath their feet. The man fumbled back and landed on his butt as something emerged from the snow, hovering off the ground. At first, it just resembled a floating disk. But as it expended itself and unsheathed its mechanical limbs, it revealed itself to be one of Vilgax's old mechanical minions: The Mechadroid.
The Mechadroid scanned the environment, ignoring the humans fleeing in terror as its sensors locked onto the forgotten snowmobile. It approved the beat up vehicle and began to disassemble the machine, before adding the parts to itself –
After the ruckus they made in St. Louis, Max had thought it would be a good idea to make themselves scarce with their new 'friend' Myaxx in tow. Myaxx was less than enthusiastic to have to cram herself inside the Rust Bucket (she was easily as tall as the RV itself), but she reluctantly obeyed only because Trixie asked her to. They all had to endure an uncomfortable hour drive out of the city limits before they fled into the neighboring forest where no one could find them.
Night had already fallen by the time they parked, so Max had decided to go ahead and start cooking dinner. While they waited, Trixie and Myaxx had been talking nonstop around the campfire on everything they missed since their last meeting. This didn't sit well with Ben, who was sitting on the opposite side of the fire next to Gwen.
"She's been here for hours and she hasn't said anything to us," said Ben grumpily. "You'd think we were invisible or something."
"Don't take it so personal. They're just catching up," said Gwen, elbowing her cousin. She turned to address the subjects in question. "So, how do you two know each other?"
"Myaxx was my caretaker before I came to Earth," Trixie explained plainly.
"Caretaker?" Max repeated curiously as he walked out of the RV with a steaming pot. "Trixie, did you get your memories back?"
"Not all of them," Trixie admitted as Max ladled tonight's dinner (mealworm chili) in everyone's bowls. "Remember when I was exposed to the Corodium during that whole 'Alien Mummy' incident? When my powers mutated, some of my missing memories returned. Most of them were about Myaxx and our time together."
"Speaking of mutations," said Myaxx, humming thoughtfully. "Are you going to explain why you look like…this," she added, gesturing up and down at Trixie.
"What do you mean?" asked Ben.
"This isn't Meridia's original form," explained Myaxx. "She's supposed to look like a Slime-biot."
"Who's Meridia?" asked Gwen
"And what's a Slime-biot?" Ben added.
"Meridia was my name before I came to Earth," answered Trixie. "Though, I have to admit, I like Trixie a lot better. It's…unique."
"As for Slime-biots, they are a sort of…sapient slime-based lifeform," said Myaxx, though visible struggling to explain it. "We don't know a lot about them because we always assumed they were extinct. I don't exactly know all the details on Slime-biots, but I do know they can replicate any DNA they sample."
"That would explain Trixie's ability to transform," said Max thoughtfully.
"And why I didn't die when Eustace stabbed me," said Trixie, massaging her stomach as she remembered the life-ending wounds.
"Yes, she was implanted with a DNA transceiver," Myaxx explained, "so that she would always be connected to the Codon Stream. Though I still don't understand how you are able to stay in one form for so long. During our training sessions, the most you were able to stay transformed was ten minutes. And they were always partial transformation – not full alterations. Whose DNA did you sample to give you this form?"
"Well…Gwen was the one who touched Trixie's pod," said Ben.
"That's right!" said Gwen in realization. "The night we found the Omnitrix, I tripped and slapped my hand on the pod. That must have been when Trixie sampled my DNA and why she looks like me."
"By the question is why her transformation was permanent," said Myaxx. "What makes you so different that it would prevent Meridia from changing back to her natural form?"
Everyone went silently, taking a moment to think of an answer. Then, after a few seconds, Trixie spoke up.
"Magic!" she shouted. "It has to be Gwen's magic!"
"Of course!" said Gwen in surprise. "I may not have known it at the time, but I still had magic inside me. Maybe when Trixie sampled my DNA, my magic…I don't know…lock her in that form."
"I see…," Myaxx hummed. "Well, can't say I know enough about magic to give an opinion, so we'll just stick with that explanation for now."
She grabbed the bowl with Max's infamous mealworm chili, brought it to her lips, and proceeded with shovel the "food" down her gullet like a famished animal. Ben and Gwen had to cover their mouths to keep from gagging. In only seconds, Myaxx replaced the bowl on the table, completely cleaned out.
"That was delicious," said Myaxx appreciatively. "My compliments to the chef."
"Well, it's nice to have someone besides Trixie who appreciates my cooking," said Max happily.
"Why shouldn't the squid face like grandpa's dinner," Ben muttered to Gwen. "It was crawling on the ground an hour ago."
"So, Myaxx, what brings you to Earth?" asked Max interestedly.
"I've come to take back Meridia and the Omnitrix!" Myaxx stated firmly.
"I knew it!" said Ben, pulling his arm away defensively "She's just like all the rest! She's only interested in the Omnitrix!"
"Just calm down, Benjamin," said Trixie coolly. "Myaxx, tell him that isn't true."
"Of course I'm interested in the Omnitrix," said Myaxx. "I'm the one who sent it and Meridia to Earth in the first place." The Tennysons stared at her in shock at the revelation, so Myaxx continued. "Like I said, I was Meridia's caretaker, which means the job of safeguarding the Omnitrix also fell to me. I was transporting them through the Sol System when we were attacked by that ruthless warlord, Vilgax."
"Not a fan, I take it," said Gwen. "Even though you're from the same species."
"Vilgax loves his homeworld and his people, I don't deny that," said Myaxx, frowning. "But I can't turn a blind eye to all the evil he's done in the universe. When he discovered that I was moving Meridia and the Omnitrix to a secure location, he hunted us down and send his drones to attack my ship. Realizing that I couldn't protect them from Vilgax and his daughter, I placed them in a special pod and jettisoned them to the planet below for safekeeping. When I crashed, I fell into a hibenative state until I was awakened recently."
"Well, the good news is that Vigax is no longer a problem," said Trixie proudly. "Thanks to Benjamin and I, he's safely locked away in the Null Void."
"Yes, I'm sure you played a large part in all that," said Myaxx, rudely ignoring Ben.
"So, since Vilgax is taken care of," said Ben heatedly, "guess you don't need to stick around anymore."
"Benjamin, that's hardly polite," said Trixie, leering at her friend.
Choosing to ignore the human boy, Myaxx tapped her gauntlet with a single claw, pressing a hidden button on the surface, which beeped and glowed.
"My transportation will be on its way shortly," said Myaxx.
"In the meantime, you'll be our guest," Max offered politely, collecting Trixie and Myaxx's empty bowls. "You and Trixie can take the time to catch up. So, Ben, Gwen, you won't mind helping me clean up, would you?"
Deciding to take him up on his offer, Myaxx gestured Trixie to follow, leaving Ben to watch as his best friend and the tentacle woman walk into the woods.
"I don't like her," said Ben immediately once they were out of sight.
"Really?" said Gwen sarcastically. "I never would've guessed."
"She's totally up to something," said Ben with certainty. "I'd better do an undercover investigation. Hero style."
"Ben!" Gwen complained as her dweeb of a cousin took off. "These dishes aren't going to clean themselves up, you know!" Suddenly, a thought occurred to her that brought a smile to her face. "Or will they…?"
Trixie and Myaxx walked together through the trees under the light of the full moon, the latter's footsteps shaking the ground slightly.
"I have to admit, I never imagined you to be so…domestic," Myaxx told her former charge. "When I was your caretaker, you were a little hellion. You could barely stay in one place for more than a tic. Now look at you: Quiet, polite, proper – what in the name of Galvan Prime happened?"
"I think the whole amnesia thing might've had something to do with," said Trixie jokingly. "Not that I haven't had my fair share of moments. Mostly frustration and annoyance."
"I should've clonked you on the head years ago," Myaxx chortled.
"Can't say things haven't been exciting since you dropped me off here," said Trixie. "Earth is a surprisingly stimulating planet."
"If even half the rumors about this planet are true," said Myaxx, "I have no doubts."
Unbeknownst to the pair, a pair of eyes was watching from the branches above. Or more specifically, one eye. Being the size of an ant was proving to come in real handy, thought Nanomech.
"All right, big lady, I know you're up to something," buzzed Nanomech. "Show your true colors so I have a reason to sting you."
"With Vilgax out of the picture," said Myaxx, kneeling down to Trixie's level and resting a hand on her shoulder, "there's no reason for you to stay here any longer. You can come back with me. We can go back to the way things used to be before you came here."
"But…my duty is to oversee the Omnitrix," said Trixie uncertainly.
"Your duty is to guide the user," said Myaxx. "And you've gone above and beyond that. Your task is complete, and you are free to come home with me."
"Well…it is a tempting offer…," Trixie hummed thoughtfully.
"No way…," Nanomech gasped in disbelief.
When Ben returned to the Rust Bucket ten minutes later, he found her grandfather hovering over Gwen with his arms crossed and a disapproving stare. The young redhead was kneeling on the ground, trying to sweep a dozen pieces of broken bowls into the dustpan.
"Don't ask," said Gwen, glaring at her cousin.
"Gwen told me you were spying on Trixie and Myaxx," said Max, shooting a critical look at her grandson next. "You know it's wrong to use the Omnitrix to spy on people, Ben."
"Yeah, well, I totally had a good reason," said Ben, kicking the ground out of frustration. "I should've kicked her butt back to outer space when I had the chance."
"Myaxx is like family to Trixie," said Gwen understandingly. "Maybe we should give her a chance."
"She was part our family first!" argued Ben.
"You know that's not true," said Gwen, giving her cousin a bland expression.
"Now, Ben, let's just calm down and – " Max started to say when they heard a loud crash nearby.
Everyone turned and spotted the Mechadroid marching towards them, now augmented with the parts from the snowmobile, including the treads attached to two of the pincers for some reason. The Mechadroid uncoiled a pair of black-and-red cables from its chassis and whipped them at the Tennysons. Max ran in one direction and the Tennysons cousins ducked in another as the cables stabbed the ground between them. The Mechadroid dragged its cables through the dirt and started chasing the Tennysons in a circle. As the Tennyson family came together, the Mechadroid opened a hidden compartment in its chest and launched a set of missiles at the humans. Ben and his family pivoted and made a break for the woods, the rockets exploding on the ground behind them.
"Isn't that one of Vilgax's robot buddies?" asked Gwen.
"It must be after the Omnitrix!" shouted Ben.
The Tennysons took cover behind a thick set of trees, the Mechadroid crawling slowly toward them. A sharp chime from Ben's wrist alerted him that the Omntrix had finished its recharge phase. Glaring in determination, Ben ran out from his hiding spot and charged at the Mechadroid.
"You want this?" said Ben, activating the Omnitrix.
The Mechadroid shot another volley of missiles at the boy, who had slapped down the Omnitrix's faceplate at the moment the rockets exploded. A burst of green light flashed through the smoke and Rath emerged from the haze with a beastly roar.
"You gotta take it from Rath!" Rath growled.
The Appoplexian launched himself on top of the Mechadroid and started pummeling the armor with his fists, barely making any dents in the plating. It was at that moment when Trixie and Myaxx, who had seen the explosions from a distance, arrived in time to see the Machadrone whipping its coils around trying to shake off Rath.
"What in the world?" Trixie exclaimed.
Myaxx immediately recognized the Mechadroid from their assault on her ship and lunged forward with a savage snarl. She landed next to the Mechadroid and punched back her fist when –
"Let me tell you something, Myaxx!" growled Rath. "Rath can handle this by himself! Rath doesn't need your stinkin' help!"
"Keep telling yourself that, kid," said Myaxx.
She punched the Mechadroid's leg and bended the steel at an awkward angle. The machine toppled sideways and Rath was sent tumbling to the ground. The Mechadroid started to pick itself up when it was thrown waywards by a supersonic howl by Trixie in her half-Loboan form. Her attack was compounded by Max and Gwen, who fired a Plumber rifle and threw magic spell respectively. Being assaulted from all sides, the Mechadroid had no chance to regain its foot.
Rath lunged at the Mechadroid and strangled one of its legs in a bear hug, crushing the steel with his biceps. That was until Myaxx suddenly lifted the entire machine over her head and tossed it like a baseball, landing on top of the Rust Bucket.
"Hey, watch the pain job!" Max complained.
"What paint job?" questioned Gwen.
The Mechadroid landed upside down on the RV, wiggling its legs like a turtle on its back. Then several cables sprang out from its chassis, peeling away pieces of the Rust Bucket: the armored paneling, the bumper and windshield, the back window, rear bumper, and even the propane tank. With each piece stolen, the Mechadroid latched the parts to itself, become a bigger and more disorganized collaboration
"It's taking over the Rust Bucket!" cried Trixie.
With the next parts, the Mechadroid had fully replaced its damaged components and now had the addition of a pair side cannons that it had taken from the Rust Buckets weaponry. Myaxx and the Tennysons backed away slowly as the Mechadroid stomped ominiously toward them…until it suddenly stopped in place. The drone turned its head and discovered Rath holding it back by several loose wires, grounding himself with all his strength.
"Let me tell you something, weirdo mix-and-match robot!" shouted Rath. "Nobody lays a finger on Rath's – uh-oh."
The Appoplexian stammered into silence as the Mechadroid suddenly rolled out a concentrated laser rifle from under its armored plating, aiming it at Rath's face. The muscular hero had no time to move out of the way before it blasted Rath at point blank, obliterating the Rust Bucket behind him in the process.
The Mechadroid emerged from the blackened smog, without Rath in sight, and rolled its turret toward the remaining targets. Myaxx and the Tennysons took shelter behind the trees again as the drone fired off multiple round of molten plasma, burning through the wooden trunks like a hot knife through butter.
"We're sitting ducks here!" yelled Max.
Myaxx cautiously poked her head out, her eyes narrowed as she scanned the Mechadroid for weak points. As her gaze moved to the lower half of the drone, she spotted the Rust Bucket's propane tank lodged in its chassis.
"Meridia, the tank!" Myaxx shouted, pointing it out.
Trixie poked her head out and, once seeing what Myaxx was referring to, quietly morphed to include the Aerophibian's wings, antenna, and glowing eyes to her current form. The human Omnitrix leaned forward, narrowing her eyes, and hit the propane tank squarely with her laser vision. The Mechadroid was engulfed in a fiery explosion, sending its parts scattered in every direction. One of those parts landed on Rath's head, causing him to shoot up and look around wildly.
"Who? What? Where? How? Why?" he sputtered rapidly.
"Good shot, Meridia," Myaxx complimented Trixie.
"I had a lot of practice," said Trixie, smiling at the praise.
Seeing the two of them act so chummy caused a jealous rage to spur in Rath's chest (and being an Appoplexian, that emotion was amplified tenfold.) Rath wanted to hit something – hard! Lucky for him, the Mechadroid was still standing despite the blast it took. Well, not for long.
Rath snarled like an unhinged beast, leaping on the Mechadroid and slamming it to the ground. He buried his claws into the machine and started shredding the robot piece by piece. He snapped its armored plating in half, ripped its limbs right out of their sockets, and bit down on the drone's head, ripping out a huge chunk with her teeth. Parts were sent flying and one of them nearby landed on Gwen, who took a step back in fear. She had hardly seen her cousin lose control like that – it was honestly scary.
After a few more seconds of cathartic destruction, Rath finally cooled down. He realized that, in her temper, Rath was holding the Rust Bucket's microwave in his paw. He hanged his head shamefully, trudging over and presenting the alliance to Max.
"Sorry about the Rust Bucket, grandpa," Rath apologized. "Guess Rath got carried away."
"Yeah, maybe just a little…," said Max awkwardly.
While Max, Gwen, and Trixie went over to inspect the extent of the Rust Bucket's damage, Myaxx gave Rath a critical look before joining them.
None of them noticed a piece of the Mechadroid slipping away into the shrubs, disappearing into the night.
It was fortunate they had so many technical engineers among them. Not only were Max and Trixie skilled with machinery, but it turned out that Myaxx was also quite sharp in advanced machinery. Some would even say she was a genius (some people who weren't Ben, anyway.) Within a couple hours, the combined efforts of Myaxx and the Tennysons led to the near restoration of the Rust Bucket.
"Guess that Mechadroid was the same one that fell to Earth with you," Max said to Myaxx while screwing in the Rust Bucket's headlight.
"We only fought them a few times in the beginning," said Gwen, using magic to pick up scrap. "But I had no idea they could merge with other objects."
"Apparently they developed the ability to amalgamate mechanical devices," said Myaxx as she fitted the Rust Bucket's dented door, "in order to fulfill their programming. Namely retrieve the Omnitrix." She leaned around the door to face Daimondhead, who was refitting the cabinets. "You are sure it's destroyed, aren't you?"
"Yes, I'm sure Mechadroid was destroyed," Diamondhead sneered. "Give me a break. I've done this before, you know."
"Really?" Myaxx scoffed. "If that were true, you would have known that a Nosedeenian would have been more appropriate in that fight."
Diamondhead tilted his head towards Trixie, who was using her Pyronite form to solder a couple of the Rust Bucket's panels together.
"She means Buzzshock," Trixie simplified.
"Yeah, well, you're not the boss of me," Diamondhead snapped at Myaxx.
"Come on now, Ben," said Max exasperatedly. "Myaxx probably does know a thing or two about the Omnitrix. Maybe you should listen to her."
"You're taking her side?" said Diamondhead loathingly.
"You're being irrational," said Myaxx.
"If I'm such a mess up," Diamondhead glowered. "then why'd you send the watch and Trixie to me in the first place?"
"I didn't send either of them to you," said Myaxx scathingly. "You found them by accident before they reached their intended location."
"What?" said Diamondhead. Trixie stopped her soldering and listened now that the subject was on her.
"You think I would trust Meridia's wellbeing to a bunch of humans on this backwater planet?" said Myaxx harshly. "I've seen what your kind is capable of. Greed, selfishness, wanton destruction – there's a reason Earth is considered the cesspool of the universe. That's why, when I was left with no choice, I ejected them from my ship towards the deepest trenches of your world's oceans. Your kind can't survive the pressure, but my species can. The plan was always to retrieve Meridia and the Omnitrix once I had recovered."
"Then how'd the pod end up in Yosemite Park?" asked Gwen.
"The targeting system malfunctioned and ended landing near you," said Myaxx. "It was completely accidental."
This news took everyone aback, but none more than Diamondhead, who hanged his head as the Omnitrix buzzed, transforming him back to Ben in a floash of red light.
"So it was all just a mistake?" said Ben depressingly. "Meeting Trixie, finding the Omnitrix, everything we did together – it was all an accident?"
"Of course," said Myaxx bluntly. "You didn't believe I would purposely send Meridia to a child, did you? All you would have done was put her in constant danger. And from what I've seen tonight, I was right. You're reckless, irresponsible, and don't have even the slightest clue what you're doing You can't take care of Meridia. Only I can. That's why she needs to come with me."
"Myaxx, that's enough!" yelled Trixie.
"No, no, it makes perfect sense!" Ben snapped. "Why would I have thought I could keep my friend safe when I'm completely unqualified? You know what? Just take her! And you two can cruise around the universe!" He runs off into the woods. "See if I care!"
"Ben!" Max called out.
"I got this grandpa," said Gwen, running after her cousin.
Myaxx watched the two leave until she noticed Trixie glaring at her with her arms crossed.
"What?" said Myaxx cluelessly.
With some good luck (and a helpful tracking spell), Gwen found Ben sitting on the lip of a small cliff. He was just sitting there, arms wrapped around his legs, forehead pressed against his knees. He couldn't see her, but he could tell Gwen was there.
"Leave me alone," he mumbled.
"Ben…," Gwen sighed, taking a seat beside her cousin. "So the watch wasn't meant for you. So what? You've done a pretty good job with it so far. No matter what Myaxx says."
"I don't care about the watch, doofus" said Ben, raising his head. "Don't you get it. She wants to take Trixie away from us. And…and I think she might actually go with her.
"You don't know that…," said Gwen weakly.
"Myaxx is the closest thing Trixie has to a real family," said Ben, reluctant to admit it. "And she's her best chance of finding out where she came from. Why wouldn't Trixie want to go with her?"
As hard as it was to imagine, Gwen knew he had a point. Bringing her legs to her chest and wrapping her arms around her knees, Gwen stared out into the stars with her cousin, trying not to imagine a life without Trixie….
Myaxx frowned as she watched Trixie help Max solder the parts on the Rust Bucket's roof. The little one had given her caretaker quite the earful, berating Myaxx for the callous way she spoke to Ben. It was honestly astonishing to see her formerly blobish charge grow a spine (no pun intended) and actually stand up for herself. And she couldn't deny that it was the humans that likely taught her that.
"Look, I'm sorry, Meridia," Myaxx apologized. "I understand if I might have gone too far. But it's only because I'm concerned for your safety."
"That's all well and good, Myaxx," said Trixie, wiping the sweat from her brow. "But you can't just – "
Whatever she was going to say was cut off when she was suddenly blinded by a bright light. Max grabbed her and rolled off the roof, landing in Myaxx's arms, just as something buzzed over their heads.
"It's the Mechadroid," said Myax, depositing Max and Trixie to their feet.
Interestingly enough, it was the rogue robot, now equipped with parts that looked like they came from an ATV. Myaxx charged at the Mechadroid and threw a punch at its chassis, but the robot deflected the blow with its rubber tires. It then reeled back and got a clean hit across the squid woman's face, sending her flying through four trees in a row.
"Myaxx!" cried Trixie.
"Trixie, get back!" Max warning, pulling her away at the last second before the robot punched her block off.
Max shoved Trixie behind him and whipped out his Plumber pistol, but the Mechadroid was faster and slapped the weapon from his hand. Before Max could recover, the Mechadroid pummeled him in the stomach and slammed Max into the side of the Rust Bucket, where he slumped to the ground with a pained moan.
The Mechadroid turned on Trixie next and brought its wheeled arm down on top of her. Trixie dived out of the way, rolling to her feet, and fired back with a column of flames. The wheels deflected the fire, which Trixie found very odd all things considered. The Mechadroid then opened its chassis and shot out four cables, each one snapping up at Trixie's limbs. The machine pulled the green-haired girl to its chest and wrapped its cables around her arms and legs, restraining her.
Ben and Gwen emerged from the forest moments later, having her the chaos from a distance. The Mechadroid turned its head toward them as Ben reached for the Omnitrix. Then it turned its whole body around, revealing its prisoner to the Tennysons.
"Trixie!" cried Ben. "Let her go, you creep!"
Disregarding the boy's threat, the Mechadroid pressed all four wheels into the dirt and revved them up. Ben and Gwen covered their faces as it kicked up a cloud of dust and gravel. When the smokescreen dissipated, Trixie and the Mechadroid were nowhere to be found.
"Where'd they go?" asked Ben, looking around wildly.
"Better question: how is that thing still functioning?" Gwen snapped at her cousin. "You said you trashed that thing!"
"We all thought it was destroyed," said Myaxx, who climbed out from behind the tree. She stomped over to the Rust Bucket and helped Max to his feet; the retired Plumber rubbed his aching shoulders with a grimace. "That doesn't matter now."
"It doesn't?" said Ben curiously.
"Wait…," Max groaned. "If that thing only wants the Omnitrix, why did it kidnap Trixie?"
"Because it knows I'll come rescue her," said Ben gravely. "It's a trap."
"Exactly," said Myaxx. "That's why – "
"Look," Ben interrupted, leering at the taller alien. "I know you're going to give us the whole 'Meridia is under my protection' lecture."
"Well, she is – " Myaxx admitted.
"But no way are we just standing by and letting that living junkyard hurt Trixie!"
"I agree that – "
"So help us or get out of our way, because – "
Annoyed, Myaxx wrapped her hand around Ben's head, lifting him off the ground, the boy kicking his legs wildly.
"Be quiet and listen!" said Myaxx impatiently. "You're not the only ones who care about Meridia. If we work together, we can save her." She released him back to his feet and offered her hand. "Truce?"
Max and Gwen didn't hesitate to agree; they knew Trixie's safety was more important than whatever personal fued was going on between Ben and Myaxx. And Ben agreed, joining his hands with the others.
"Truce," said Ben.
"Time is crucial," said Myaxx thoughtfully. "As we stand here, it's collecting more and more items. Becoming stronger forits final battle with us. Where would the Mechadroid have access to the most mechanical items in this area."
"St. Louis is the largest river port in the United States," said Max seriously.
"It's headed for the docks," Ben realized.
The Port of Metropolitan St. Louis was strangely abandoned despite being the most heavily trafficked spot in the city with dozens of ships coming in and out every day. Though that was hardly Ben's concern as he ran through the labyrinth of shipping containers. Alone. And with some unrealistically good luck, he found the Mechadroid overlooking one of the ships in the dock when it noticed Ben running up behind it. Ben unconsciously reached for the Omnitrix, which prompted the Mechadroid to turn around and remind the boy it had a prisoner.
"Trixie!" cried Ben.
"Nng…Benjamin, this thing is…jamming my transceiver's signal" Trixie grunted, struggling against the robot's cables. "I can't…transform. Do whatever…it takes to…bring this thing down! Even if it means…taking me with it!"
"Sorry, Trixie, not an option!" said Ben defiantly, holding the Omnitrix into view. "Is this what you want? I'll swap you straight up! Trixie for the Omnitrix!"
"Benjamin, don't do it!" yelled Trixie.
"The Mechadroid, on the other hand, found the deal to be very enticing. It shot out four cables and attempted to snatch up Ben, but the ten-year-old boy rolled out of the way and took covered behind one of the shipping containers.
"Don't worry, Trixie, we know what we're doing!" shouted Ben.
"We?" Trixie repeated curiously.
A bot propelled suddenly flew out of nowhere and dropped on top of the Mechadroid. The rogue machine scuttled out of the way at the last second, letting the large propelled crush the container where it once stood. Myaxx appeared around the corner shortly after.
"You always like to cause me headaches, Meridia," said Myaxx jokingly.
Max came swooping o a forklift seconds later, driving towards the Mechadroid. The rogue machine lashed out one of its cables, hitting the side of the forklift and sending Max spiraling out of control until he ran into a container. Afraid that his grandfather might be hurt, Bedn ran out from his hiding place to help. Unfortunately, the Mechadroid saw the opportunity and snatched Ben up with its cables.
The machine tightened its hold around the boy's abdomen, steadily crushing his insides. It would have snapped Ben in two if its cables hadn't suddenly glowed pink, courtesy of Gwen, who was ducking behind a shipping container with her spellbook in hand. She quietly chanted the incantation and swiped her hand, ripping the cables to shreds and dropping Ben back to the ground, where he fell into Myaxx's waiting arms.
The Mechadroid jumped off the shipping container and stomped towards Ben and Myaxx, only to be intercepted by Max and his forklift. The retired Plumbed slammed the Mechadroid into the wall of containers, ducking his head to avoid its sharp pincers. While Max kept it pinned, Myaxx took the chance to jump on the Mechadroid and rip the cables with her bare hands, setting Trixie free. She grabbed her charge and jumped to safety as the Mecahdroid finally knocked Max's forklift away.
As the rogue machine stomped toward Trixie and Myaxx, Gwen looked up and noticed a shipping container hanging overhead by a crane. The sorceress-in-training chanted another incantation, severing the crane's cable and dropping it on the Mechadroid's head. As the contained landed on the Mechadroid, its doors burst open on impact, revealing that holding a real ass goddamn tank!
"…oh, come on!" Trixie complained. "Why would that even be a thing?"
As they expected, the Mecahdroid's cabled burst through the underside of the container, disassembling the vehicle in a fiery explosion. When the smoke cleared, the Mechadroid was now taller with a tank barrel now pointed at the Trixie and Myaxx. The tentacle-haired woman narrowly jumped out of the way as the machine unloaded a shell where they had been standing previous, running around the corner with a exhausted Trixie on her shoulder. Ben followed them while Max ran the opposite direction to join Gwen.
"We have to destroy the original Mechadroid to defeat it," said Myaxx seriously, flinching from the repeated explosions.
"Sounds like a job for Buzzshock," said Ben, finally heeding Myaxx's earlier advice.
"I have a better idea," said Myaxx, offering her hand and looking at Ben with a serious expression. "But you must trust me."
Had she asked an hour ago, Ben would have firmly rejected her. But one look at Trixie's exhausted state, plus the explosions going off in the background, Ben burrowed his brow and nodded resolutely.
Ben offered his arm with the Omnitrix. Myaxx activated the watch and turned the dial back and forth in a specific sequence until it made a loud beep! Suddenly, a new silhouette that Ben had never seen before appeared on the screen. Myaxx quickly pushed the faceplate down and stood back as Ben was swallowed in an explosion of green light.
Ben blinked and looked at himself. He had transformed into a strange humanoid amoeba-like creature barely the same height as Pesky Dust with bright-green skin and a tail with the Omnitrix symbol located on his left hand. He could feel his crooked teeth forming an overbite and there were some strange growths sprouting on the back of his head.
"Wh – what's this thing supposed to do?" asked Ben, his voice low with a gurgling tone mixed in.
"You're going to eat it," said Myaxx plainly. Ben quirked one of his nonexistent brows. "Literally eat it. That's your power."
"Well, I am kinda hungry," said Ben, rubbing his bulbous stomach. He felt something strange in his mouth and spat it out, discovering that he had four tongues that latched onto the opposing container like a frog.
Now if only he could figure out how to unstick….
While Ben was figuring out his knew powers, Max threw Gwen over his shoulder like a sack of potatoes and started running as the Mechadroid chased them, stabbing its pointed legs into the concrete. Max and Gwen rounded the corner when an explosion went off in front of them, knocking over the wall of containers to block their path. The two faced the Mechadroid as it started charging up for its next attack, when Ben's new alien suddenly flew up (courtesy of Myaxx's pitching arm) and landed the robot's head.
Just as Myaxx had instructed, Ben started chewing and swallowing everything he could get its four tongues on, regardless of shape or size. He jammed an entire tire down his gullet, slurped down cabled like spaghetti, and scarfed down armored plating like they were potato chips. And with each piece he consumed, a bright green glow appeared on his stomach.
"Now spit!" yelled Myaxx.
Ben nodded in confirmation and willed the contents of his stomach to churn out and be expelled through his mouth. Only instead of solid matter, they appeared in the form of energy orbs, which exploded on contact, making a hole in the Mechdroid's armor.
"Cool!" said Ben proudly. "Exploding loogies! I've got Upchuck powers!"
"Ugh, great," Gwen grimaced. "Like you weren't disgusting enough already."
"Finish it off already!" shouted Myaxx.
The newly christened Upchuck hopped over the Mechadroid's head and began devouring its side cannon, then expelled the energy blast on the tank cannon to break it in half. He repeated this pattern several tires, bouncing between chewing and hurling until the Mechadroid started to wobble dangerously. The machine tried to defend itself with its cables, but Upchuck easily swallowed them and then barfed on the Mechadroid's head, exposing it core.
"Now for desert," said Upchuck.
The gluttonous alien constricted her four tongues around the Mechadroid's core, tearing it away from the main body, and swallowed it whole. With its power source gone, the Mechadroid's body immediately collapsed and broke into a hundred different loose parts on the ground.
Gwen, Max, Trixie, and Myaxx stepped out from their hiding spots as a fattened Upchuck rolled towards them. He spat out the crushed remains of the Mechadroid's core, coated in green bile, before it exploded into dust.
"Way to go, Benjamin!" Trixie complimented her partner.
Seconds later, the Omnitrix beeped and returned Ben to human form in a flash of red light.
"Yuck, bad robot," Ben groaned while belching up a bolt. "Ugh, anyone got some mouthwash?"
When Myaxx and the Tennysons returned to their campsite in the woods, they found Myaxx's ship waiting for them. The ramp opened as Myaxx approached the vessel, but the tentacle-haired alien paused and faced the Tennysons as Ben stepped forward, looking understandably guilty.
"I wanted to apologize for being kind of a doofus before," said Ben sincerely. "I guess I was just jealous. But, if Trixie's happy to be with you, then I can be happy, too."
"You humans certainly are an interesting brood," said Myaxx amusingly. Her gaze lowered to the Omnitrix, which made Ben tense up slightly. "Take good care of that, Ben. Vilgax isn't the only interested in it."
"We figured that out the hard way," said Gwen, remember a certain medieval organization. "Well…I guess we should let Trixie say good-bye."
"Yeah, but to who?" asked Ben apprehensively.
"I think I already know the answer," said Myaxx, frowning sadly as she stared down at her former ward. "You're not coming, are you, Meridia?"
"It's a big galaxy out there," said Trixie solemnly. "But right now, my place belongs with the Tennysons. Before I had even realized it…they had become my family. Just as much as you are, Myaxx."
Rather than show resentment or sorrow, Myaxx smiled and kneel down, resting her hand on the top of Trixie's head like a proud parent.
"It looks like the little one isn't so little anymore," said Myaxx sentimentally before standing up straight. She marched up the ramp of her ship, stopping halfway to peer back one last time. "Good bye, Meridia. I hope our pathes will cross again one day."
"As do I," said Trixie earnestly.
Myaxx fully climbed aboard the ship and the ramp closed behind her. In a matter of moments, the spaceship charged up and steadily began to hover off the ground. Trixie and the Tennysons watched the ship curve and catapult into the night sky, soon disappearing among the stars. After a moment of silence, Ben finally spoke up.
"We thought we were going to lose you, Trixie," said Ben worriedly.
"Nah, you can't get rid of me that easily," said Trixie jokingly. "Besides, if I left, who would be around to clean up your messes?"
"Hey, I don't screw up that much!" Ben complained.
"Yes, you do," Gwen countered mockingly.
Ben crossed his arms and pouted, to the laughter of family. Of which, he was proud to say, included the green-haired gril who had chosen to stay.
I had considered bringing Eatle in place of Upchuck, but I thought we could use more classic aliens in the line-up.
Next chapter - Operation: R.E.V.I.V.E.D. (Part 1)