Chapter 1: Arrival and the Battle of Alfea


Hi everyone, I'm back, and boy, am I excited to share this new story with all of you. This is a completely new off-the-book story I've wanted to do for a while now. Now I'm pretty sure all of you are wondering why I picked the story. Turns out I like the Winx club and I also like Ben 10. Plus, to me, it feels like they go well together. Also, I plan on giving Ben 10 some new aliens to transform into, and I'm pretty sure all of you are gonna like the new alien that's going to be appearing in this chapter. Also, please let me know in the comments what else you want to see in the story and what I can improve. Also, as for Ben losing his family, please do not give me any grief about that because I've always liked those kinds of stories. Where the hero gets a new family after he loses the old one. Anyway sorry for the long wait please reveiw and let me know what you thought and enjoy the first chapter in a brand new story. Also shout out to CaptainRex75 for and the Incrediblemuffin because without them, this wouldn't have the intro it has.


Ben Tennyson thought he would be ready for anything. He had faced criminals, alien invaders, intergalactic warlords, and even an inter-dimensional god. But nothing could have prepared him for the day when he failed, the day he lost his family. It happened a week ago. Ben had gotten an alert and he jumped at the chance to go hero and skip out on a boring family meeting. But it turned out that the meeting was the last. Now the wielder of the Ultimatrix was staring down at the graves of those he loved. And those he lost. "Mom, Dad, Grandpa, Gwen, Kevin, Lucy, Kia, Uncle Frank, Aunt Lily, Rook…Julie". He thought as he stared at their graves trying to picture their faces. But all he saw was their lifeless broken bodies. "I'm sorry"! the teen hero choked. "I'm sorry I failed you. I thought I could be there for…". He tried to say more but the memories were too painful. With a heavy heart, the eighteen-year-old walked away from the graves, a tribute to his greatest failure. Ben made his way to his car, a green and black sports car that Kevin had made for him complete with state-of-the-art alien tech. Now it was just a reminder that he, like the others, was gone. He opened the trunk of the car. Inside were all the souvenirs that Ben had collected over his hero career. A box in the corner contained the souvenirs that he collected on that fateful summer all those years ago. Now however they were just painful reminders.

He took off his green jacket, a long green slathered leather jacket with the number 10 embezzled on the left side. Ben frowned and threw it into the trunk. That jacket, along with everything else in that car, belonged to a hero. And he was no hero. The former hero then looked down at the device on his left wrist. The Ultimatrix, the bane of his existence. It was because of it that all this had happened. Ben wished he could just take it off and throw it away just like the rest of the junk of his former life. Sadly, with the Ultimatrix tightly bonded with his DNA, there was no way to remove it. So he'd just have to settle with destroying the rest of this junk. The teen then got in his car and drove. Drove away from the pain, away from the heartbreak, away from Bellwood. Ben continued to drive until he reached a clearing by a cliff. It was a clear 100-foot drop down to the bottom. Ben actually considered jumping in order to end the pain, but he knew his family would never forgive him for that. So he would live on, just not as a hero. He turned and faced his car, the last piece of his hero life contained inside it. Ben raised the Ultimatrix, hesitated for a moment, and then activated it. The familiar sound of its activation beeped to life as a green hologram of an alien appeared. Ben turned the dial, and each turn showed a different alien on the display until he found the one he wanted.

"The one who started it all". he muttered to himself. "And the one who'll end it". he finished bitterly. And then slapped the dial down. Greenlight illuminated the area. When it died down, standing in Ben's place was a tall being that seemed to be made of magma. Its hands and forearms were oversized and fire engulfed it head. "HEATBLAST"! the alien yelled. The transformed teen looked toward the car, then raised his hands towards it. A fireball formed in each hand as he prepared to launch it at the vehicle. "Goodbye". Heatblast whispered and he prepared to destroy the memories. Suddenly the wind picked up and a large gust started to blow all around the fiery alien. Heatblast looked around, instincts on high alert, knowing something was not right. The clouds formed a ring right above him as the wind got stronger and stronger. Then a white light shone out of nowhere blinding the teen hero, as he was forced to cover his eyes. The light became brighter as it closed in on the fire alien. And everything went Heatblast eventually got the spots out of his eyes he saw that his surroundings had changed. Where he had once been standing on a desert landscape, was now a partially destroyed city with what looked like purplish red goo covering every building. As he continued to look around and observe his surroundings, he also noticed that his car and all of the belongings in it were gone. "Great"! Ben/Heatblast thought to himself. "On top of everything that has gone wrong in my life, I wound up freaking heck knows where".

As he continued to ponder on where he was and what had just happened, suddenly he heard what sounded like fireworks going off from behind him. Turning around, what he saw next almost took his breath away. He saw a majestic red dragon made up of what looked like fire energy of some kind. As he continued to watch the firework dragon show he thought he saw some feminine form of a person with wings of some kind flying in the middle of the fire dragon red energy. Before he could ponder on what he had just seen, he then heard a weird animalistic-like sound coming from behind him. Turning around, what he saw next made his eyes bulge in their sockets. Standing before him were three ginormous purple goo like monsters. Two of them looked like humanoid lobsters with tentacle mouths, while the other looked like a headless hairless gorilla. As these monsters continued to make their way towards him, "I don't suppose we can just talk this one out so that you can let me go on my merry way, right"? The transformed teen nervously asked them. He was hoping that he could get out of this predicament before things could escalate any further. But he knew that with his luck, things would never go the way he wanted. And sure enough he was unfortunately proven right when the purple goo monsters roared with murder on their minds and charged at their target.

"I guess I'll take that as big fat no go on your answer". He said to himself, as he activated the Ultimatrix and twisted the dial, not really caring what alien he'd transform into. As he continued to twist the dial, he hardly noticed some of the hologram icons were actually new aliens in the Ultimatrix. Once he stopped twisting the dial and deciding on what alien form he would pick, he then without looking at the Ultimatrix said to the purple sludge monsters with a look of pure raging determination "If you guys aren't interested in talk, then quite frankly NEITHER AM I". Just before the goo monsters reached him, Ben slammed down on the dial and transformed into one of his new alien forms. The flash of green light temporarily blinded the goo monsters, and when they finally got the spots out of their eyes, a metal fist came hurling right at the behemoth goo monster that sent him flying backwards into one of the city's buildings. The two lobster goo monsters only stared in shock at what had just happened. As they tried to figure out what had just happened. But unfortunately they were too late to figure it out as they were both blasted into a thousand bits via plasma blasts. As the dust settled, Ben's new alien form appeared in all its glory. It was a techno organism of some kind, that stood up at least 16 feet tall (4.88 m) and had green and black car parts that covered its entire body like armor. He also noticed, or much rather felt that the Ultimatrix was on his face. Much like the way Gutrot and Ra'ad were.

Once he had finished in defeating his attackers, he then started to observe his new alien form and he had to admit that it was quite impressive, even to him. Ever since the start of his hero career, He had transformed into a lot of strange and cool alien forms and alot of them were his favorites. Like FeedBack and Upgraid, but this new alien robot form definitely took the cake. As he continued to analyze and observe his new form, he suddenly heard the familiar growl of the goo monsters from behind him. He turned around and saw more of the same monsters that he had just faced a few minutes ago, only they weren't going after him. They were heading towards where the red fire energy dragon was. Sighing to himself, he knew that he was going to have to follow them, because he felt that wherever they were heading it couldn't be good. "This is going to be a long day isn't it". Ben thought to himself. Just as he was about to follow them, he suddenly felt an odd sensation all over his body, before he could look at his new alien form, he suddenly felt his gears and parts shift and change until he looked like his car that Kevin had given him for his birthday. And while he had become his car in this new alien form, he was totally aware of what had happened to him. And to say Ben was shocked was an understatement. "Well, this is certainly new, and I have to say one heck of a nice change of pace".

Deciding to give his new alien form a test drive (figuratively and literally of course) he drove off pelting pel-mel straight at the goo monsters. Meanwhile, back in the middle of the city of magix, to say that Prince Sky of Eraklyon was having the best day of his life was an understatement. Not only did he just get his butt saved by Bloom, but she also called him her boyfriend. If the world wasn't being invaded right now, he would have definitely asked her out for a proper date. "Sorry I was late, you okay"? Bloom asked him as she floated down to him. Sky nodded as he got up and said to her "Yeah, I'm fine. But if you hadn't come along I'd probably be worm food". Bloom only smiled in modesty as she said to him "come on, you know that's not true". There was a moment of awkward silence between the two, before Sky asked her "So, what was all that about nobody messing with my boyfriend, did I hear you right or did I get clonked on the noggin one too many times"? "I just needed something to shout, you know like trash talking in the heat of battle kind of thing". Before they could continue their conversation, they suddenly heard a most familiar growling sound come from behind them. Turning around, they suddenly saw more of the goo monsters coming their way. As they prepared for another attack, they suddenly heard a new sound that was very loud, and very powerful.

Before either of them could figure out what the sound was, the answer came to them abruptly in the form of a green and black sleek looking sports car that crashed through at least five of the monsters, but missed at least four of them. And just as Bloom and Sky thought that the surprises had ended there, they didn't as Ben switched from car mode to robot mode. He then proceeded to blast the remaining goo monsters with his makeshift blast cannons. While he was able to take down at least two of them, the other two on the other hand were able to overwhelm him and were able to unfortunately pin him down. As the fight continued, both Bloom and Sky were at a loss for words at what they had just witnessed. Not only had they just seen a very cool sports car rammed right through the goo monsters, but that the sports car had also become a giant robot. After being in a few moments of shock, Bloom shook her head to clear the shock from her head as she said to Sky "We gotta help him before he becomes scrap metal". Sky blinked several times before he nodded in agreement. Meanwhile Back with Ben and the goo monsters, they continued to beat him up with their makeshift lobster claw clubs, to which Ben futilely raised his arms in protection to prevent them from hitting him any further. Just as he was about to make his move to free himself, a stray fireball from out of nowhere hit the goo monster that was on top of him.

Which disintegrated him on impact. Thus allowing him to form a wrist blade to cut the other goo monster in half. Once he had finished, he then proceeded to look around and figure out where that stray fireball came from. As he looked around, he then saw Bloom and Sky walk quickly over to him, all the while retrieving his sword from that was in the fireball spell Bloom had casted in order to save his life. Once they reached him, Bloom then asked the transformed teen "You alright there big guy". Ben, who didn't answer automatically, only stared in dumbfounded confusion at what he was seeing. Sure when he was little, he always loved fairy princess stuff, but right now he was trying to comprehend the fact that he was seeing a real life fairy standing before him as well as a guy with blond hair wearing what looked like a high tech suit of armor. Just where the heck did he land in. The crazy magic world or something. After a few moments he got over his shock as he said to her "Yeah, I'm fine. Thanks for the save". At hearing those words made the two teens smile at hearing those words from the transformed teen, but at hearing him speak, there was a form of pain and sadness in his words. Which made Bloom wonder what had happened to him. Before they ask Ben more questions about him they suddenly heard a most familiar growl from behind.

Turning around, all three teens saw the five goo monsters that Ben had rammed into start to gradually gather themselves back up again. And this time they seemed even angrier than before. As the goo monsters finally recovered, Ben, Bloom, and Sky looked at each other before something inside of them clicked in their heads and all three knew what they had to do. "I'll take the three on the right, you guys take the two on the left". Nodding in understanding of his directions, the three teens charged forward as they clashed with the goo monsters. To say that the fight was a fierce battle was the understatement for the word fierce. It was a full blown beatdown. Ben had morphed both of his hands into cannon blasters and started to blast two of the three goo monsters with quick aimed precision shots. Thankfully the shots hit dead center, but unfortunately all that they did was create small craters on them as well as annoy the heck out of them. Seeing that his blaster cannons weren't really cutting it in fire power, he decided to pull off what some would consider a very stupped move on his part. As he charged forward, his feet suddenly became like roller blades. He would have been amazed, if he wasn't in the middle of a battle right now. Deciding to put off his excitement for later, Ben sped for at rapid speed and just before the goo monsters fully healed their wounds, Ben quickly stuck his blaster cannons in the holes and fired them.

In what looked like a chain reaction, cracks started to form all over their bodies quite rapidly before both goo monsters exploded in a shower of clay and gunk. This however unfortunately caused Ben to go flying backwards until he landed smack down on his back. Ben groaned as he picked himself up and thought to himself "Ok, that was a really bad idea, not one of my best ideas as of late". Once he was up, he suddenly heard the sound of heavy foot stomps. As he turned around, he just managed to dodge a flying rot fist coming at him with a force of a hurling bolder. The third rot monster that he had been facing was now angrier than ever before, and from the looks of things, it looked like it was ready to literally fall apart and tear his arms apart at the same time. Just as the goo monster got ready to smash its fist into him again, Ben caught the arm, reeled his right arm back, formed an arm blade, and sliced the arm clean off. The goo monster stumbled back a bit in shock and just before Ben used the arm to smash it to the ground. Thus this caused the goo monster to crumble into nothing but soil and rot. After he that the fight that he was in was finished, he released a heavy sigh of relief. But not before he heard the sounds of explosions and fighting, which him to snap back into reality and remind him that he was still in a goo monster fight.

As he turned around, he saw Sky who was making some headway against his opponent (sort of) suddenly get grabbed by the leg and thrown around like a rag doll, until the goo monster flung him sky high 30 feet across the city. Seeing that he had no time to lose, Ben quickly switched from robot mode to vehicle mode and sped off after him. Seeing that even at his top speed he wasn't going to make it on time, Ben quickly activated his turbo boosters and sped off as quickly as he. When he finally caught up to him, he quickly switched back to his robot form, jumped as far as he could, and was able to catch Sky before he made contact with the ground. He then landed on the ground and skid across the pavement for a bit before he and Sky came to a stop thanks to a skyscraper. Once they stopped completely Ben then opened his arms as he asked Sky "You ok man"? Sky nodded as he said to him "Am now, thanks for the save. Nice catch by the way". Ben smiled as he got back up and helped Sky back up on his feet. As he finished helping him up, he suddenly heard the familiar sound of heavy foot steps. Turning around, he then saw Sky's goo monster coming at them in full force, and it appeared that it had murderous anger on it's brain. As it got closer, Ben stepped in front of it, and as if he had been doing it all his life, reached behind his back, and in a gear shifting noise, pulled out an Ultimatrix symboled hammer.

Just as the goo monster was about tackle them, Ben then swung his hammer so fast that he practically sent the monster straight into a bank of some kind where it disintegrated on impact. Once that dispute was over, both he and Sky had turned to Bloom who had already finished up with the goo monster that she was fighting. Once finished, she flew over to them as Sky jokingly asked her "So are your powers back because of the good looks I have or is it because I'm just that lucky to have you as a girlfriend". Bloom giggled at this as she said to him They never left me, because they've always been apart of me". At seeing the interaction between the two made Ben smile a bit as he remember the good old where he saw how Gwen and Keven interacted with each other when they were dating. His face then became a frown at this as he remembered how they like the rest of his family were dead and that he would never see them again. He mentally shook his head at that stray memory as he knew that right now he needed to focus on the matter at hand. As he looked around he then asked Bloom and Sky the question that had been on his mind ever since he had arrived in the city. "So, now that we finally have some time to breathe, can someone please just tell what happened here and what the heck is going on right now"?

Both Bloom and Sky looked at each as they realized that Ben was still new to what had been happening the last few hours. "Oh right shoot, forgot that you're new around here, well those rot monsters that we just fought were part of a bigger invasion force called the Army of Decay, they're being led by three witches who claim to be descendants of the Ancestral Witches and they have a copy of Blooms powers. With their new found powers and the Army of Decay at their side, they could conquer all of the magic dimension". After hearing what Sky told him, Ben realized that many people, kids among them, would loose their families and friends just like he had gone through. Seeing just how dire their situation is made Ben come to a decision right then and there. "Well, seeing as how I just roped myself into a magic war of some kind, I'll gladly help you win this war". At hearing this, both Bloom and Sky's eyes lit up with hope. "Really, you'd really help us"? Bloom asked with glee and joy. Ben couldn't but form a smile on his face at the sight of Blooms grin. There was just something about it that just gave him a warm good feeling. "Of course, after all being a universe saving hero is already a hobby of mine". Then his face turned sour as he said to them "But only for today, because after today I'm done being a hero, cause the only I got out of it awhile ago was nothing but pain and suffering".

As they thought on it, Bloom thought on the what Ben's/Motor had said about him not being a hero anymore, and from the way it sounded, the words made it feel like he was in pain. This made her wonder just what had he gone to give up on the life of being a hero. As she thought on what tragedy he had gone through, she also thought on about how things were going on back at Alfea. She also wondered how the girls, her teachers, and the rest of her friends were doing and how they were holding up back at Alfea. "Hope you girls are doing ok over at Alfea. Just hold on girls, we're on our way". Meanwhile, back at Alfea, the school for fairies, things had gone from bad to worse. The invasion of the Trix had only gotten worse since it began and since Red Fountain and Cloud Tower had fallen to the Trix's control, the only school that was still putting up quite a fight was Alfea. With the aid of the heroes from Red Fountain and the Witches of Cloud Tower, the fairies of Alfea were able to repel at least three of the Trix's attacks. And now here they all were, preparing themselves for one final attack against the Trix and the Army of Decay. As they continued to go over last minute moves, spells, and curses, Professor Saladin stepped in front of the crowd and said to them with a speaker spell "Everyone, can I have your attention please. Headmistress Faragonda is your commander-in-chief now, and would like to say some last minute words before the battle understood"?

As everyone quieted down, Headmistress Faragonda stepped in front of the three armies of the magix and said to all of them "This is it everybody. Fairies, witches and heroes alike. The final battle is upon our doorstep, and Alfea will be ready for it! As we face our darkest hour, I want you all to find all of your courage and all of the strength that you can muster, take it, and turn it into power against Icy, Darcy, Stormy, and the Army of Decay. If we hope to survive this, those three and the army that they command must be defeated once and for all. For if we fail it will be the end of everything, now who's ready to give the Trix a full case of butt whooping". Her response was met with roars of determination from the armies as they all took their positions and waited for the final battle. Meanwhile, the Trix along with the Army of Decay were on their last leg of their march to Alfea. All the while, the Trix were discussing on what their future plans will be after the invasion. "Stormy, when we're done with this invasion, I'm putting you in charge of what will be left of Alfea, and all the fairies will report to you". Icy said to her fellow witch sister. Stormy nodded in agreement with a wicked smile as she said to Icy "We'll have to do some remodeling though, my throne won't fit in Faragonda's office. HA HA! Know what I mean"? Icy nodded in understanding as she smiled evilly and said to her "Sure do".

Darcy then asked Icy a question that had been bothering her since they had begun this invasion of theirs. "Hey Ice, what about me. What am I gonna be incharge of"? Icy looked at her and said to her "You Darcy will be in charge of the Red Fountain. There you'll have all of the wicked hot guys at your beck and call". Darcy liked the sound of this as she said to Icy "That's cool". As soon as Afea was in their sights, Icy said to her witch sisters "It's showtime ladies". When they had finally arrived, the armies of the magic schools and the Army of Decay all stared at each with intense glare as the stress of who would make the first move started to get to all of them. Finally Icy decided to make the the first and final move as she said to the Army of Decay "Attack". As soon as she said those words, the final battle had begun, and the Army of Decay and the Armies of Magix collided with each other. Thankfully the students of the three schools and their professors were fighting back and for a while it seemed like they were gaining ground. As the fairies and witches blasted the the Army of Decay back, the heroes and warriors hacked, slashed and stabbed at anything that was within their line of sight. But unfortunately there were just too many of the goo monsters to overcome and win the battle. And to make matters worse, air support to the Army of Decay had just come in, and even though the fairies were putting up quite the fight. It was to no avail ineffective considering the numbers that they had with them.

Seeing that they were about to be overrun by the Army of Decay, Headmistress's Faragonda and Griffin quickly acted as they casted a shielding spell. "FLUMPUS SHIELD"! They both shouted. As the giant force field surrounded Alfea and the armies inside of it, Stormy cackled evilly and shouted out at the magix armies "YOU THINK YOU CAN STOP ME!? NOTHING CAN STOP ME! I'M THE NEW HEADMISTRESS OF ALFEA! HAHAHAHA"! Stormy then summoned the biggest thunder bolt that had ever been seen through her Dragon Fire, thus destroying the force field permanintly. The Armies of Magix all stared in shock at what had just happened. Never before had any of them seen a person be it fairy, witch, or wizard destroy one of the most advanced spells that was know to anyone who practice magic. At seeing this, the Trix laughed wildly as Stormy said to the Armies of Magix, the fairies of Alfea in particular "Better make room fairies, cause we're moving in"! As everyone quickly got over their shock and turned their minds back on the battle, Musa, one of Bloom's friends and a member of the Winx Club shouted out in defiance at the Trix "NO WAY! YOU'RE SO NOT GONNA CRASH OUR CRIB"! Flora another one of Bloom's friends and a member of the Winx Club tried to blast Stormy with a magic pollen spell. But unfortunately did not go as planned for when the spell almost reached her, all Stormy did was grab it out of the air like it was fallen bird feather.

Stormy looked at the pollen spell and then back at Flora with disgust as she flicked away the magic pollen spell and said to her "What's this? A joke? How pathetic". At hearing these word Flora narrowed her eyes. Oh she may be a pacifist to an extent alright, but pathetic she was certainly not. Meanwhile, Faragonda as well as the other professors and teachers were doing everything that they could to keep the goo monsters and the rest of the Army of Decay at bay, but they were slowly starting to get overwhelmed. Faragonda looked at the Armies of Magix and shouted at them "EVERYONE, THIS IS IT! ATTACK, NOW, AND GIVE THEM EVERYTHING THAT YOU'VE GOT"! With a roar of defiance, the Armies of Magix charged head first into the battle. Cutting, slashing, and blasting at anything that got in their line of fire. As the heroes and warriors fired their arrows, slashed and stabbed with their swords, the fairies and the witches fired, casted, and blasted at any goo monsters that either flew to close to them or tried to attack them. As the battle went on, Stella, Bloom's first fairy friend and a member of the Winx Club looked on as the battle grew worse and said to Techna, another friend and member of the as she dodged another flying goo monster attack "EWWW gross, check out their taste in drones. I mean can you imagine what they'd do, if they redecorated this place"?

As Ben/Motor continued to fight against the Army of Decay in a one man army fighting style, he turned to the Armies of Magix who were still in shock and shouted at them "WHAT ARE YOU ALL WAITING FOR A BIRTH CERTIFICATE?! GET IN ON THIS ACTION AND LEND A HAND WOULD YA"! After he said this, Professor Codatorta was one of the first to break out of his stupor as he looked back at the Armies of Magix and shouted at them "YOU HEARD THE GIANT ROBOT PEOPLE, LETS GIVE THESE MONSTERS A GOOD HAMMERING"! Hearing Professor Codatorta shout this caused everyone in the Armies of Magix to get over their shock, and gave a roar of conviction as they charged into battle, all the while feeling that the tide had turned in their favor with the arrival of Ben/Motor. The Trix unfortunately had gotten over their shock too little, too late. As the Armies of Magix were finally getting the upper hand, the Trix tried to make a move on Ben/Motor. They were absolutely furious with the transformed teen for ruinning their plans. But just before they reached him, they were abruptly interrupted by Bloom and the rest of the Winx Club who were all glaring at them with deathly frowns on their face."You all think the power you control is the Dragon fire Trix, well your wrong. Because what you wield isn't the Dragon Fire! THIS IS THE DRAGON FIRE"! Bloom Shouted at the top of her lungs as the fiery red energy form of the Dragon Fire appeared once more.

Upon seeing this, the Trix were shocked as shocked could get. Icy was the first one to get over her shock and could only glare at the Fairy that caused her and her sisters so much trouble with their plans. Not only had she gotten her powers back, but she and that new robotic ally of hers descimated a good amount of their army. "So I see not only did you get the power of the Dragon Fire back, but also got a new ally. Too bad it's still not going to be enough to stop us. Because once we conquer magix, Gardenia is next". At hearing this, Bloom's fury which had been boiling up until then had exploded. She had been dealing with these three witches since the start of the school and was more than ready to be done with them. "If you three think you can invade my school, mess with my friends, try to conquer my and get away with it? Then you three witches got another thing coming"! Bloom then conjured up two fireballs and shot them at the Trix. But unfortunately the Trix were prepared for this move as Icy brought up a force field that protected them from harm. Seeing that she was going to have to get up close in order to defeat her, Bloom flew forward in a burst of speed that it caught Icy completely by surprise as she sent the most powerful magic kick at her right in the stomach. The force of the blow sent Icy crashing into the ground where she dug a human sized trench.

At seeing this Stella, Flora and Musa all cheered on in joy as they watched their friend take out the one of the most annoying pains in their butts of their school year. "How brilliant"! Tecna said with tears of joy as she watched one of her best friends make one of the most impressive moves that she had ever seen. Bloom turned to the cheers of her friend as the flew over to her and said to them "Sorry it took us so long to get here you guys, but as you all know, it's always best to be fasionalbly late". The girls all laughed as they all shared a well deserved group hug. Meanwhile, Stormy and Darcy went to check on Icy to see if she was alright, when they saw her climb out of the trench that she had made. Looking more angrier then she had ever been before. She then looked at her sisters and said to them with venom in her voice "Stormy, Darcy, give me your share of the Dragon Fire. I'm going to need it if I'm going to take care of this uppity pixie and her meddling friends"! The two nodded as they channeled their halves of their dragon fire into her. When they were done, Icy rose up to the Winx's position. Where she then gerated a giant blizzard around and odered her sisters "Darcy, Storm, take care of those four posers and show them just how pathetic and weak they are. It's time for Bloom just to see how much of a loser she truly is"!

As Icy fired a freezing spell at them, Bloom quickly put up a fire shield spell around her and the Winx to protect them and thankful the freezing spell harmlessly evaporated on the fire shield. Seeing that a simple fire shield spell wasn't going to cut it against Icy, Bloom formed the Fire Dragon energy construct and flew straight at her like an angry Honey Bee. "You still think that I'm still the loser Icy?! Well you're about to find out who the loser really is". As Bloom collided with Icy in what looked like a battle of the elements, Darcy and Stormy were now facing off against the rest of the winx club, and to say that they felt intimidated was an understatement. More like terrorfied is the word that would describe what the two witches were feeling right now. Before either of the two witches could make a move, the four fairies sent blasts of magic straight at them where they were pushed back a bit. All the while, Flora shouted/asked Stormy with a smirk on her face "Still think that my spells are pathetic Stormy"? Hearing this taunt made the frizzy haired witch growl as she got her balance back along with Darcy and both charged up their powers. Ready to duke it out against the Winx one last time. Meanwhile, back on the ground, as the Battle for Magix continued, Ben/Motor was unleashing everything he had on the Army of Decay.

From plasma blasts to missles from his shoulder launchers, Ben/Motor continued to blast or stomp at any goo monster that was within his line of sight. All the while, helping out any fairy, hero, or witch that he was near. As the ground battle continued, Ben/Motor notice the red and blue light show going on in the sky. It was then that Ben/Motor realised that it was Bloom fighting what he assumed was one of the Trx that she and Sky had mention, and from the way it was going, it seamed that she was going to need an extra hand in the fight against the witch. What he didn't notice was that Sky had seen him look to where he was looking and knew that he was looking at the fight between Bloom and Icy. Feeling his eyes on him, Ben/Motor looked at Sky as he said to him "Go help Bloom and the Winx, we've got everything under control here". Nodding in thanks, Ben/Motor quickly shifted into his car mode and drove off to where Bloom and her friends position was. As he drove off, Riven, one of Skys buddies as well as fellow speciallist/hero who had been fighting one of the faceless muscle gorilla monsters and asked to him "Sky, dude, first a cosmic powered girl friend and now a robot shifting car? how'd you score all the cool and awesome stuff like that"? Sky shrugged as he chopped of a crab monsters claw and said to him "What can I say man, I guess cool stuff always finds a way to sneak up on me I guess".

As they continued to fight Sky said to Riven "Hey Riven, when this is all over, I'm gonna take Bloom out on a real date with flowers and everything". Riven nodded in agreement and said to him With that all that power at her disposel, you'd better treat her like a queen on that date if you know what I mean". Sky looked at Riven and said to him "Yeah I do". He then proceeded cleaved off another faceless gorilla monster's arm. As Sky finished off his monster, another had snuck up on him and was about to clobber him, and he would have succeeded. But unfortunately it was going to fail. Thanks to the efforts of Timmy and Brandon. Sky's two best friends and members the Specialists. Just as the lobster monster was about to end Sky, Timmy shout to Brandon "BRANDON, SWORD"! Seeing what Timmy was warning about, he quickly tossed his sword over to the lobster monsters position, where thankfully Timmy shot the sword just in time to thanks to his blaster pistol. Once the shot hit the Sword, it released an electrical discharge that sent the sword straight at the back of the lobster monster's back, destroying it instantly. Sky quickly turned around and saw the lobster monster disintegrate instantly from Brandon's sword, looked at the two and said to them "Thanks guys I owe you one after this". The two friends nodded in appreciation and focused back to the matter at hand.

Sky wasn't the only one to notice the two's team teamwork. Professor Cordatorta who had been close to the boys since the start of the battle had seen what they had done and Shouted at them "WELL DONE BOYS, YOU TWO GET AN A+ FOR USING YOUR HEADS AND TEAMWORK". Both Brandon and Timmy gave each other grins at the praise that they got from their Professor because getting it from him was very rare to even receive. As the fight continued on, Ben/Motor continued to plow right through the Army of Decay until he finally got to where the Winx and Trix were duking it out over a Lake called Lake Racaluche. Once he arrived, he quickly shifted back to his robot form and looked up as the fairy/witch fight continued on. Realising that his current form wasn't going to cut it in this current predicament, he quickly slapped down on the Ultimatrix. In brillant flash of green light, Ben had now became the purple and pink stoned Crystalsapien form known as Chromastone. "CHROMASTONE"! In a bursted of speed when he shouted those words, Ben/Chromastone shot straight up into the air like a rocket, until he was at the center of the fairy/witch fight. Deciding to start with helping Bloom first, Ben/Chromastone flew right infront of Bloom just as Icy launched a freezing attack spell at her. As he intercepted the freezing attack spell, Ben/Chromastone body asorbed the blunt of the freezing attack spell.

As his body channeled the spells energy through him, Bloom and Icy could stare in shock at what Ben/Chromastone had done. Never in their lives had they seen anyone absorb a spell as powerful as the one Icy had released. Once he was done, Ben/Chromastone raised his arms and fired a beam ultraviolet energy that struck Icy in the abdamen. This action caused Icy to go flying and crash right into Lake Racaluche. Seeing that the Ice witch was down for now, Ben/Chromastone turned around to face Bloom and asked her "You ok"? At first Bloom didn't know what she was looking at, that is until she saw the Ultimatrix symbol on the right side of his chest and realised that it was the same symbol that Motor had on his face. She then shook her head to get over her shock as she remembered that he was a shapeshift and said to him "Yeah, I'm ok, but that attack you did on Icy isn't going to keep her down for long". As if on que, Icy shot out of the lake like a speeding bullet. Looking even more enraged than she did before. Once she had reached their position, her eyes landed on Ben/Chromastone. As she looked at the alien, she noticed the Ultimatrix symbol and realised that it was the same person who had drove right through their army. "I have to admit shapeshifter, you may have surprised me and my sisters". Icy said as she charged up her dark dragon flame. "But in the end you and the rest of these pathetic fairies are going to lose".

Ben/Chromastone only glared at her as he and Bloom started to circle around Icy, both charging up their respective powers. "If you think that we're going down easy because you think your more powerful than us, then you got another thing coming lady". Enraged at hearing thoughs word, Icy fired a barage of icicles at the two heroes, which fortunately Bloom raised up a fire shield to which the icicles melted harmlessly on it. As Bloom dispersed the fire shield, Icy charged up for another attack and as she did, she began to monologue. "You think fire shields, shape shifting allies and your pathetic friends are enough to save Bloom? Well you're sourly mistaken because not only will I finish the job that the coven started, but I'll make sure to bring you and your friends along with us so that you can watch Gardenia get destroyed just like your precious little planet Sparx did. And once we're done there, I'll take every bit Dragon Fire that you even have"! Once she finished, she fired an ice beam right at the two heroes. Thankfully they were able to dodge her ice attack, but after hearing what she and the rest of the Trix were planning to do after this invasion struck a nerve in not only Bloom, but also Ben/Chromastone. He had already lost his home and his family, and he wasn't going to let some power hungry crazed witch get away with taking someones else's home and family.

As Icy prepared to attack Bloom again, she suddenly grazed on the shoulder by an ultraviolet ray of energy. Turning around, Icy looked and saw a very angry, very charged up Ben/Chromastone. If Icy thought Bloom was scary before, it was nothing compared to what she was feeling from him right now. "You just love digging yourself deeper into that hole you and your sisters made don't because if you think that you three are walking out of here scott free. You got another thing coming". After hearing him say this, Icy tried her best to get over her fear jitters that she was feeling and brushed his words off as if they nothing but pollin on the shoulder. "I'm glad that you decided to join those pathetic losers shapeshifter, because once we take all of the Dragon Fire, your powers are next". Ben/Chromastone's anger which had been simmering at this point finally boiled over. Fireing two ultraviolet beams, Ben/Chromastone charged at Icy. Using every ounce of power he had in every blow as Icy returned in kind. As the two fought, Ben/Chromastone said to Ice witch "Many have tried ice queen, and many have failed in doing so. So if want to take my powers, you'll have to pry it off my cold smoldering corpse". As the the two duked it out, Bloom only hovered there on the spot, looked on in awe as the battle between the two super powered beings continued in a dance of multicolored lights and sounds.

As she continued to watch, she suddenly felt the wind pick up from behind her. Wondering what it was, she turned around and what she saw next made her eyes bulge. She was seeing an electric tornado created by Darcy and Stormy all the while Techna was trying to do all she could to protect the rest of the Winx Club. Seeing that the shield was about to fail, Bloom bolted forward. Determined to reach her friends and save them as well as give a can of butt whooping to the two Trix. Meanwhile, back on the ground, the battle continued to rage on. While the Armies of Magix had gotten the upper hand thanks to the assistance of Ben, The Army of Decay was still staying strong in their attack. Even though most of the goo monsters were easy to take care of, fighting them was like fighting a giant brick wall. "THESE TOUGH TWO TON BUGGERS JUST KEEP ON COMING"! One of the hero students shouted in frustration. Even Sky was having a difficult holding his own against a faceless gorilla monster. As threw his energy boomerang at the muscular monster, the boomerang unfortunately only made a small dent in the monsters face chest face. "Guys, I can't stop these Iron Pumpers, they're hides are too thick". Hearing what he said the other Specialists agreed with that statement as Timmy said to them "With the rate that these monsters are going, they could overwhelm us within the next few hours or so".

"Well guy, if I'm going down today, I'm going to take as many of these monsters down with me"! Riven shouted to his friends as he threw three Phanto-Shuriken at one lobster monster. All the while, Knut, an Ogre (who had joined in the fight against Trix and the Army of Decay) was holding his own against three goo monsters at least. Unfortunately he didn't notice a lobster claw monster coming up from behind him. Thankfully Professor Codatorta had his back and was able to kill the monster right as it was about to stab Knut in the back. As Professor Codatorta cut the lobster claw monster in half, Knut turned around with a shocked look on his face at what had just happened, because he had never in his life had anyone save his bacon before. After a few seconds had past, Knut's shocked face formed an appreciative smile and said to the famed professor "Thanks for saving my bacon Professor Codatorta". Professor Codatorta nodded and said to him "Not a problem Knut, now lets get back to the fight, while the fighting is still good". Knut nodded as he smashed another goo monster. Meanwhile the headmasters and head mistresses were doing all that they could to assit their students in the fight. They blasted and destroyed any goo monster that got in their line of fire. As well as heal any injured student that they could see.

As they continued to weave and cast spells, Saladine said to the two headmistresses "Nicely done you two". Faragonda nodded in thanks as she said to the both of them "It still doesn't matter how many spells or jinxes we because as long as the Trix have the Dragon Fire, the Army of Decay will just keep on coming until they find a way to wipe us all out". "Well then, let us hope that the Winx and our new ally can still be able to pull off some miracle so that this can hopefully be all over". Faragonda and Saladine both nodded at Griffins words in agreement as they continued to give support to their students any way they could. Meanwhile, back with the battle in the air, Techna's shield had started to collapse. All the while Stormy and Darcy were laughing in glee as watched their enemies get crushed under the shear amount of force the electric tornado was exerting. As they continued to laugh, suddenly five to six fireballs from out of nowhere came at them and hit them dead center. This attack sent them flying back a bit, and when they regained themselves in midair, they both saw a very angry, very powered up Bloom. Seeing the look on her face before made Stormy and Darcy feel fear before, but now seeing her now enraged face sent chills down their spines. "Coming in and invading my school and the other schools is one thing, but threatening my family and hurting my friends crosses the line in everything that you Trix have done to me and everyone else".

As the two witches quickly got their composure back, Stormy shouted at Bloom "YOU THINK THAT JUST BECAUSE YOU GOT YOUR POWERS BACK AS WELL AS A NEW ALLY THAT YOU WILL BE ABLE TO STOP US, WE THE TRIX WILL NEVER STOP HUNTING YOU DOWN UNTIL YOU ARE FINALLY DESTROY YOU"! Once she was done monologing, Bloom's face broke out into a huge smile. But the smile wasn't meant for the two witches. The rest of the Winx had finally joined back up with Bloom after the electrinado had dispersed thanks to her help. Seeing all the Winx together once again made Stormy and Darcy back up abruptly, and just before they could do anything, the Winx went on the offensive. Hitting the two witches with everything that they had. "SUNBURST"! "Ninja Daisies". As Stella and Flora sent attack spells at the two, Musa, Techna, and Bloom unleashed their attacks as well. As Bloom and Techna unleashed fire balls and Compu-Blasts Musa shouted to the girls "TIME TO LAY DOWN SOME TRACKS YO"! Musa then unleashed a woofer spell that unleashed high pitched sonic sound waves that caused the two witches to keel over. After a few momments of pain, Stormy decided that she'd had enough. "I'll shut it off"! She told Darcy as she unleashed a torrent lightning and electricity that destroyed the woofers. This unfortunately caused the Winx to be pushed back a bit, and gave the two witches an opening for an attack.

"Our turn". As Stormy and Darcy combined their powers in creating a dark magic electric orb, they unleashed it on the Winx where they had thought it would finally destroy them. This time however the Winx the were prepared for their. Plus now that they had Bloom back with them, they could finally deal the Trix a final blow. As the orb consumed them, Stormy and Darcy laughed in triumph for thinking that they had won and that the Winx had finally been destroyed. But unfortunately for the two of them, the dark electric started to glow bright orangey red as well as expand until the orb explode in a shower of rainbow fireworks. This caused Stormy and Darcy to be blind sided and scream in pain. As they covered their eyes, the Winx charged up for one final hit. Once The pain subsided, and finally getting the spots out of their eyes, stormy, and Darcy were only able to get a quick blurry look at their most hated enemies before they were enveloped in the most powerful energy ray that had ever been conjured up by the Winx. Stormy and Darcy did the best they could to protect themselves, but after a few moments of struggle, they were finally overcome by the energy blast. The blast continued for a moment or two, until finally, the ray subsided, and the two witches lost consciousness, and started to fall to the ground. Meanwhile on the ground, The Armies of Magix had continued to fight the Army of Decay until suddenly the monsters started to evaporate.

Upon seeing this happen, shocked the Armies of Magix for a moment or two before they erupted into cheers of joy and triumph at finally being able to defeat their enemies, once and for all. apparently, when I see, had her sisters, give them their share of the dragon fire, she had given them full control over the entire army of decay. Meaning that she had given them control of not only their halves of the army, but also hers as well. As everyone was celebrating, Faragonda, Griffin, and Saladine noticed two objects falling from the sky. When they inspected them closer, to their horror, they realized it was stormy and Darcy unconscious and falling to their deaths. Acting quickly, Headmistress Griffin said to her fellow teachers "Faragonda, Saladine, help me cast a flying dungeon spell, NOW"! Nodding quickly, the two headmasters quickly helped Headmistress Griffin enact the spell and encased the the two witches in giant spiked mace balls that landed on the ground hard. But thankfully the two girls were safely secure, and their stony prisons. "Nice work you three". Griffin congratulated her fellow teachers. Faragonda blushed, beat red at hearing those words. Four it was an every day you heard those kind of words of encouragement from the queen of mean. "Oh thank you, you too". Faragonda said in appreciation.

Saladine on the other hand only looked up to the sky as he saw that there was still a fight going on up there. He then turned to his fellow teacher staff, and said to them "Stormy and Darcy, as well as the Army of Decay may have been defeated and Icy still putting up a fight with our shapeshifting ally, let us just hope that he and the Winx can stop her sooner rather than later". As the teachers and students all looked up in the clouds, the fight continued to get even more out of control as Ben/Chromastone tried to do his best in order to overpower Icy. But unfortunately, he was having little to no success. As he continued to fight, Ben/Chromastone got a quick glimpse at her eye's. The moment he looked into them, he saw something in them that made him realise it was the same emotion that had been going through ever since he lost his family. The feeling of pain and loss. Unfortunately this gave Icy the opportunity to ice blast him, send him crashing into the Alfea courtyard. Thankfully everyone moved out of the way before he made impact. As Ben/Chromastone tried to get up, he was suddenly pind down by a giant ice bolder courtesy of Icy. As Ben/Chromastone groaned under the pressure, Icy laughed methodically as she said to him "I have to admit shapeshifter, you have definitely impressed me, but done with these losers, I'm going to make you suffer like you never have before".

Ben/Chromastone gritted his teeth as he said to her from beneath the ice bolder "There isn't a thing you can do to make me feel worse than the pain I'm already in, so do your worst. There's nothing you can do that will affect me". At hearing this, Icy seemed to get even more furious than before, and just as she was about to crush him into the growned even more, she was suddenly met with a Fire Glance attack spell courtesy of Bloom, as she and the Winx arrived on the scene as they went over to help Ben/Chromastone up. As the Winx distracted Icy, Bloom quickly got the ice bolder off of Ben/Chromastone. "You ok"? She asked him. Ben/Chromastone only nodded as he said to "I'll live". He then turned to the battle at hand and said to the fire fairy "There's got to be something that we can do. Otherwise, she's not gonna stop until she finally find a way to destroy all of us. Also, sooner or later, I'm gonna run out of gas". Bloom nodded in understanding as she tried to figure out how she and the rest of her friends would be able to defeat Icy. After a few quick moments of thinking, an idea came to her. " how much energy can you absorb"? Ben/Chromastone looked at her, confused for a moment, until he finally realized what she was going on about. "A lot". Bloom smirked at that as she relayed her idea to him. As the Winx poured on every bit of magic, they could muster, Icy unleashed a wave of ice magic that sent them flying back onto the ground.

"I'VE JUST ABOUT HAD ENOUGH OF ALL OF YOU"! As she regained her composure, Icy glared hatefully at the Winx and the Armies of Magix she said to them "It's time I finished all of you once and for all". Just as she was about to charge up her powers of the dark dragon flame once again, an ultraviolet ray of energy shot right past her dangerously close. She turned around to see Ben/Chromastone standing in front of her with Bloom right beside him. "I couldn't have agreed more, ice queen". Icy only smirk at those words as she said to him "You just love digging yourself deeper into that hole don't you Shapeshifter, because if you think you can stop me, then you are sorely mistaken". Ben/Chromastone smirked as he said to her "I might not be able to the few on my own, but I'm pretty sure that working together with these six girls might be the boost I need to defeat you. Because unlike you, I prefer working with the good guys rather than the bad ones". Hearing him say this drew the last straw for Icy as she screeched ferociously and fired the biggest ice beam at Ben/Chromastone. To which he returned in kind by shooting a ray of ultraviolet energy at her at the same time. The two energies collided with one another, and while it may have seemed like he was winning at first. Slowly, but unfortunately, the ice beam started to make its way over to him.

Seeing that he was running low on energy, Bloom turned to the Winx, her teachers, and the Armies of Magix and shouted at them "EVERYONE, GIVE HIM EVERY BIT OF MAGIC ENERGY YOU GOT, HE'LL ABSORB IT AND REDIRECT IT AT ICY". After hearing her, say this, everyone quickly started to unleash every bit of magic energy that they had left in them, from casting spells to using magic energy guns they poured everything they had into Ben/Chromastone. As they continued to pour it all into him, Ben/Chromastone started to feel the difference as the ultraviolet energy beam started to surge its way through the ice beam. "Oh yeah, get ready to have your butt whooped ice queen because you're about to melt". Anger burned as cold as ice in Icy at hearing those words. Unfortunately, she was starting to become overwhelmed by the sheer amount of power that the ultraviolet beam of energy was exerting on her. It was then that she realized that she was about to lose. Even with the power of the dragon flame that she had with her, it still was not enough to push the ultraviolet beam of energy back. As the beam got closer, fear started to grip her entire being. "No…NO…NNNNOOOO"! Icy cried out in vain. But unfortunately, the beam overwhelmed her and sent her flying back all the way to the front gates of Alfea college.

When this happened, the clouds had finally parted from the sky, and the gorgeous sun shone down from it. Once this happened, the Armies of Magix erupted into cheers of joy and Jubilation as they celebrated a well earned, well fought victory. "WE DID IT"! Stella shouted in joy as she lept into Brandon's arms as he hugged her. "WE WON"! "You and the girls certainly did babe. As he watched everyone celebrate, Ben/Chromastone started to feel woozy. turns out when you go through a tragedy as well as fight through a battle at the same time, you run out of Energy really fast. As he began to teeter over, Bloom, who was closest to him, noticed this and quickly caught him. Just before she could take a look at him to make sure that he was all right, the Ultimatrix timed out, and in a flash of green light, he reverted back to his human form. Once she re-opened her eyes, Bloom, along with the rest of her friends, and the teachers were shocked at seeing Ben's true form. Faragonda observed from a far on the boys body and saw the remains of scars that he had on his face and hands. Seeing that he was going to need some healing help, she walked over to Bloom and said to her "Bloom, do you think you can take our young ally and guest here to the infirmary? The boy seems that he'll need some healing from this".

As she carried his body, everyone stared at Ben. Shocked at seeing that he was a teenager like them all the while wondering who he was, and where he had come from. Faragonda as well as the rest of the teachers who had seen him, had seen the scars on his body and knew for a minute that the boy had been in a previous battle before this one. The question was, what had he been through to give him those scars. Meanwhile, in Lake Roccaluce, a yellow glowing ethereal woman was staring through an inter-dimensional window at what had just happened. All the while speaking to a man in a lab coat. "And you're sure he's the one destined to help"? The lab coat man nodded as he said to her. "If there's one thing, I know about Ben Tennyson, is that he always finds a way to save the day, even when everything seems hopeless, he always comes out on top". The woman nodded as she looked back through the inter-dimensional window, knowing that not only was the savior of magix here, but also her prince.


Well everyone that was one heck of a chapter huh? With the butt-whooping Ben gave the Trix, as well as getting a new alien called Motor, that's what I call bringing the house down. Also, if you're wondering what motor looks like he looks like Bumblebee from the new reboot series the nightverse if you will. Also, here is the website for what motor looks like and who drew the the character. Because all the credit also goes to the artist, here are the weapons that motor has on himself. As for the next story, I'm going to be doing it's called Halo: Earth's Mightiest Heroes, and it's gonna have not only Avengers: Earth's Mightiest Heroes and Wolverine and the X-Men in it, but also Fantastic 4: World's Greatest Heroes, Guardians Of the Galaxy, The Spectacular Spider-man, Doctor Strange, Moongirl & Devil Dinosaur, The Next Avengers: Heroes of tomorrow and Marvels What If. If you're probably wondering how The Next Avengers: Heroes of tomorrow and Marvels What If will fit into this story, there will be a multi-verse saga in the story. And I will be adding the heroes that we saw in the what-if stories, as well as some other Avengers teams that are from DeviantArt by a very special artist because I admire his artwork. Also, please let me know what you want for that story and what heroes you hope to see. Also, in case you're wondering, I will be adding the infinity stones to the story, but it's not going to be where Thanos tries to collect them. It's going to be where a certain brute of the banished will be trying to collect them. Also, the spirit of fire as well as blue team, red team, and noble team will be coming into the story. Anyway, that's all I'm gonna be sharing for now. I hope you all enjoyed this chapter, and that you will be excited for the next one that I come out with next time. Anyway adios hasta Lavista Yeehaw.


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Motor's weapons

Plasma Cannon

Machine Gun

Shoulder Missiles

Machine Guns

Multi-Missile Launchers

Laser Cannon

Crab Claw

Battle Hammer

Anchor

Mouth Grapple

Toe Gun

Plasma Cannon

Shoulder Missiles

Multi Missile Launcher

Mouth Grapple

Toe Gun

Left Arm Shotgun

Blade

Battle Mask

Stealth Force