Last two parts come out next week, sorry for change in plans at last minute!


Animo happily handed the vial of DNA into Psyphon's hands. "Piece of cake," he declared, proud of his hard work.

Psyphon cradled the thing in his hands. It was so...beautiful.

"So, what did you need me to do with the DNA anyways?" Animo asked, breaking Psyphon out of his reflection. "You said you needed me to extract it for something important."

"Very well. Follow me." Psyphon said, leading Animo through the cave. "My master...was a good man. A feared man. Would you say a man can be both?"

Animo thought about the question. "I suppose. Various leaders in history have been both good and feared...usually the latter."

"Good, good," Psyphon said approvingly. "He could tank a blast from a Techadon dissipator head on and only suffer minor damage while in handcuffs. The man was in his prime!"

Psyphon pressed a button on a wall. "In a universe filled with eldritch abominations, evil sorcerers, alien invaders with death rays available on a large scale, and psychotic mutants, amongst other things, this man is still considered the most dangerous being."

"Sounds like a promising person," Animo said ecstatically.

"He was."

And then Psyphon turned on a light, revealing the thin, lifeless body of a squid person stuck in a tube. Animo's face contorted in fear. This body had been utterly destroyed, a husk of what it was supposed to be. All that hype Psyphon had given him, gone.

"What...happened to him?" Animo said, his voice shaking slightly.

"They tortured him," Psyphon explained calmly, putting his hand on the glass. "They brought this man down to his lowest, and then embarrassed him by draining his strength, his pride, and just left him a husk of his former self. It's a surprise they kept him alive. I suppose they wanted him to watch his people die. There was nothing we could do for him in the end."

Animo frowned. "But, because I'm here…"

"Until I found out about the Omnitrix. It was theorized that the perfect specimen of the Murrian laid within the watch, and maybe, just maybe...If I could extract it, then I could bring my master back from limbo. But plans changed, and I decided to go with Levin. He had a more appealing look for my master."

"So, you had me extract the AntiTrix's sample of your master?"

"The Omnitrix creates a perfect sample of any species," Psyphon went on. "And my master requires perfection, even if it's from an unorthodox source."

"Rather poetic," Animo noted. "Now...shall we begin?"


Blitzwolfer sniffed the ground. The scent was small but it lingered, leading them deeper into the forest. Ruby rode on his back, finger rested on the trigger. "How's the trail?" she asked.

"Uh...it's good?" Ben said questioningly.

The others followed at a slower pace.

"Bastards snagged him, I let that kid out of my damn sight for a second and they took him…" Anna grumbled to herself.

"Don't beat yourself up, Anna," Max comforted her.

"I swear, if Animo even touched a hair on that boy, I'm gonna kill him," she snarled.

Ben halted in his tracks and looked around. He sniffed the soil and growled menacingly.

"What is it boy?" Ruby asked, brushing his mane. The others tensed for battle.

"No, I honestly have no idea what I'm doing," Ben admitted. Everyone groaned as he grinned sheepishly. "What? Just because I'm a giant dog doesn't mean I'm immediately the best hunting dog around. Jeez."

"Wow." Ruby snorted, retracting her hand.

"...can you give me some more pets?" Ben asked hopefully.

"No. Only good boys get pets!"

"Aw."

(What Ben didn't know was that Blitzwolfer was well adapted for visual acuity and speed. Their method was known as 'coursing': with this, prey was often sighted from a distance, stalked, pursued, and neatly killed. Loboans worked quickly, quietly, and efficiently, and were by nature independent unless they had a pack, hence the reason the group in New Mexico immediately assembled and formed a nest for their young.

Ben was very much not independent. He could barely make mac and cheese without burning down the kitchen. But that was a different problem for another time.)

"Let me take over then," Gwen said, flipping open her book. "I've got a few spells that could help with tracking Kevin."

"Alright, alright," Anna sighed. "Do your trick."

"We're gonna have to go back to the campsite, though," Gwen told her. She scanned the area and smiled sheepishly. "Uh, anyone know the way back?"

Anna slapped her forehead hard enough to leave a mark.


Thirty minutes later, back at the campsite, Gwen opened her grimoire and her hands glowed blue. "Ostendo Specialis!" she chanted. A wiry figure of Kevin suddenly appeared in place of where he stood less than an hour ago.

Anna nodded approvingly. "That's pretty impressive, I'll give you that. Now, where'd the kid go?"

The rebroadcast followed Kevin's path, and the rest of the group followed suit. The chase went on for a bit, until the thing froze in its tracks, right around some bushes.

"Uh, why's it stopping?" Ben asked.

"Dunno," Anna told him. "But something tells me-" Suddenly, a bunch of rabbits jumped out of the bushes, but Anna quickly brought up a paper shield. "This is an ambush!"

"We can't blast them!" Gwen warned, keeping her eyes on the replay. "Or else we'll lose track of the broadcast!"

Anna grinned. "Let me take care of that."

Paper fluttered under their feet and lifted them all off the ground. The disposable weapon covered them all, forming and folding into a perfect paper airplane. Anna grinned as the thing suddenly took off, leaving behind sheets of paper in her wake.

"You couldn't do this in the first place?" Max asked, annoyed.

"Didn't wanna waste my energy," Anna said as she tore across the forest.

The rabbits were still pursuing the group, which was exactly what Anna counted on. The wirey replay went right into a cave, and that was where she decided to launch her surprise entrance.

The paper airplane suddenly broke apart and flew across the cave, slicing the rabbits into gory mincemeat; purple gas exploded from their remains, smogging the entire cave. It was thick and impossible to see through, but Anna used that to her advantage; she slipped on a plague doctor mask and ran deeper into the cave, dead set on finding Kevin and bringing his kidnapper to justice.

The only way to go about that was by using horrific amounts of violence. Anyone who tried to stop her would meet a similar fate.

She didn't find any kidnappers, but she found Kevin.

As the smog cleared, Ben and the others heard Anna scream. It was the sound of absolute despair and horror, and it tore through Ben like shards of glass.

He didn't even think about it. He just ran, the others in hot pursuit.

Anna screamed again, this one a little quieter, but no less desperate, terrified, or human. Ben found her slumped against the wall, her face as pale as a ghost, tears pricking at her dark green eyes. Her breathing ragged, she simply stared at the mass at the center of the room.

Ben slowly turned to look at it himself; it reminded him of Frankenstein's monster, a horrible mishmash of alien limbs. It was strapped to a gurney, and it breathed slowly, the sound filling the cavern where Anna's screams once did.

The others had joined them by then. Gwen opened her mouth to ask, but Animo stepped out of the shadows, going over to the monstrosity.

"Not my intention," Animo said, stroking the thing's back. "What a marvel this boy is."

Ben's eyes widened in horror, and he tried not to scream himself.

Kevin- it couldn't be him, but it was- Kevin's body looking like a horrible hodgepodge of every alien in the AntiTrix. His face was a weird combo between Sting's eyes and one of Daft Punk's. Kevin Eat World's horn stuck up from out of his head.

His body was large and muscular, and was decorated with details from aliens like Hot Shot, Daft Punk, Radiohead, and many more. His right arm was especially interesting; the biceps were engulfed in red flames, but the forearm obviously belonged to Radiohead. Same with the left, with the biceps belonging to Black Ice and the forearm to Brass Monkey. His legs obviously went to Rush, his wings to Aerosmith, and his tail to Brass Monkey.

Anna's breathing hitched, and she closed her eyes tightly. She scrambled to stand up, gripping at the sides of the cave like a lifeline. Her legs shook as she stared at the ground, tears dripping to the earth despite her best efforts not to cry.

It was the first time Ben had seen her so devastated- an unflappable, badass woman with powers so lethal she was basically an army, reduced to a wreck held together by strings and willpower. It was all Ben could do to stop himself from rushing to her to help, but what could he even say to her?

"Unintended, but it's beautiful, isn't it?" Animo went on. "Like something out of my dreams."

Ben clenched his fist.

"And best of all, I think I can isolate the DNA samples, and raise my own army!"

-raise his own army-

"My future is now!"

And suddenly, Diamondhead's fist smashed Animo's face in. Animo collapsed on the ground, out cold. Blood pooled out of his broken nose.

"Christ, that was intense," Ben murmured, overwhelmed.

Anna slowly walked to the center of the room. "Kevin?"

The creature blinked its eyes, and Kevin's voice spoke from its mouth. "I'm really a monster now."

Anna sighed, discreetly wiping her eyes. She hugged him as best she could and promised, "Not for long, you're not."

"I really hope so," Kevin said softly, holding her gently- he didn't know his own strength anymore. One wrong move and Anna could die in his arms. "I… I really need help, don't I?"

"Yes," Anna said quietly. "Yes you do."

Sarcastic clapping filled the cavern, and someone slowly walked through the shadows. "How touching," Psyphon laughed as he stepped out into the light.

"Boss," Kevin snarled. .

"You look like you've had better days," Psyphon remarked. "But no matter. I have no use for you now."

"So, you're the brains behind the operation," Max said, scowling. "Well, show's over. Where's Vilgax?"

"The master will join us eventually," Psyphon told him, smiling. "But, for now…" He turned his attention away from him. "So, you're Ben Tennyson."

"Yeah, that's me," Ben said with a glare.

"Pleasure to meet you." And then Psyphon blasted Ben with a wrist mounted laser. Ben doubled over in pain, clutching at his chest. His body felt like it was going to melt and explode at the same time.

"Do you like my DNA Destablizer?" Psyphon smiled as Ben's form began to change. "Can you feel your insides become liquid at this very second?"

Diamondhead's whole body became as blue as XLR8's skin, his head became a crystal version of XLR8's helmet, his legs changed into bulkier versions of XLR8 and his arms formed into blade like appendages.

"Actually...I've never felt better." Ben grinned as the pain faded.

Ben swung at Psyphon with his massive arms, but he backed away just in time. Psyphon was visibly confused; his weapon should've mutilated the hero entirely, so why was there suddenly Kineceleran blood flowing through his veins?

"Woahhhh!" Ruby gushed, "Just when I thought XLR8 couldn't get cooler!"

Ben rammed Psyphon at full speed, and it felt like a tank had just slammed it into him. His weapon was completely ineffective; if anything, he'd powered up Tennyson. Knowing he'd have to change weapons, Psyphon fled, REDs filling the area. A lot of them were hard to hit aerial drones, but now there were some melee drones on the ground, well equipped with armor and other weapons.

"We'll go after him," Ben declared as Ruby jumped on his back. "You guys take care of the drones!"

"On it!" Max crowed, whipping out his blaster. He started firing, slaughtering the advancing horde of REDs that were seeping in. Gwen started throwing out magic, and Anna started throwing around paper. Kevin just stood around, looking at his mutated hands. He didn't know what to do, especially in this body.

When he was an alien, it was easy to focus all concentration on that one single ability they could do. Here, he was just a mess, unable to keep focus on a single power. For Christ's sake, one arm was on fire, and the other wasn't! So, what? He was gonna shoot fire out of one side and soundwaves out the other? That just felt weird.

One of the larger melee drones started charging right at Kevin, who shot brilliant red flames from out of his hand. The flames looked like they were going to burn the bastard to a crisp, but to Kevin's shock, the flames instead crystalised the bot.

Kevin just shrugged. He'd seen weirder.

More melee bots surrounded him, and he decided to try out his other arm; water-like sound waves quickly shot out of his hand and tore through the robots, like Black Sabbath had just gone through them.

"Guess all my powers got mixed up," Kevin remarked as his scorpion tail shot out a green 'star powered' web that ensnared a lot of the melee bots and electrocuted them. Then the web turned blue and black and took over a majority of the bots, right before setting them all on fire. He looked at his hands and shrugged.

"You know, I can work with this." Kevin sped off, a trail of flames following behind him. He couldn't explain what happened next, but it worked; he phased through a bunch of the bots and either encased them in crystal, set them on fire, or just absorbed them into his body (probably either Eatle or Upgrade's powers, he couldn't tell).

Gwen continued bellowing out spells as Max and Anna stopped long enough to watch Kevin work.

Anna beamed at Max. "I taught him that."


XLRHead dashed through the caverns, hot on Psyphon's tracks. It felt weird to be this big while running as fast as XLR8. He was significantly slower, but still fast enough to keep up with Psyphon. Plus, Ruby felt like a handful of grapes on his back.

"So," Ruby drawled out. "What do you think caused the whole 'fusion' thing?"

"Probably the Omnitrix reacting with his weapon," Ben hypothesized. "Must've gone haywire or something."

"God, I wish you could do this to start with," Ruby joked, "Like, 10 aliens means 100 fusions! You could do a lot with that."

"You do have a point," Ben agreed. And she honestly did; fusion aliens fixed a lot of problems Ben had. Not being fast enough, being a big target, being too small to do physical damage. The advantages of XLRHead were pretty good; especially since an immovable object had become an unstoppable force of nature.

Psyphon flew over a ravine, hoping to lose the two, but Ben grinned.

"Hey, Ruby, wanna see something SICK?"

XLRHead shot out some crystals and created a ramp for himself, speeding across the way and then soaring through the air, before coming back down on the ground, smashing some of the ground, and then speeding away again.

"So?" Ben asked eagerly. "Whatcha think?"

"We need to keep this fusion feature." Ruby grinned. "I wanna see XLR8 on FIRE!"

Psyphon fired his weapon again, but Ben evaded with ease. Ruby whipped out the Crescent Rose and started firing dust bullets at Psyphon, each missing, but still throwing him off course.

Psyphon growled as he blasted Ben again, and that horrible pain returned. Ruby and Ben crashed to the ground, sending dirt flying everywhere. Ben's form changed again; this time it was a fusion between Slapback and Spidermonkey; it had Spidermonkey's body shape, but with Slapback's metal and 'helmet'. His metal was a weird in between of green and purple.

Ruby rubbed her head. "Well, this is different."

"But hey, it's useful!" Ben grinned.

Ben jumped up onto the ceiling, stuck himself up there, and slapped his back; he shrank and another clone popped out. He too clung to the ceiling, and the two started hitting against each other like a newton cradle. Each hit shrank them more and more, but created more clones that latched onto Psyphon with their webs from their tails. Psyphon plummeted to the ground, weighed down by multiple Slapmonkey's.

"You brat!" Psyphon yelled as he zapped Ben again. Yet again, Ben transformed, this time into the worst possible fusion; Heatblast and Water Hazard.

Ben fell from his web and onto the ground. Heat Hazard was literally just Water Hazard's isopod form covered in reddish rocks, but steam seeped out from the lines on his body where Heatblast flames would've been ignited.

"Ah, great." Ben frowned and looked at his hands, which were shooting out steam. "Guess I'll make this a sauna now."

(Ben was sadly not familiar with the concept of superheated steam, which would've been very helpful at the moment.)

"Let me handle this," Ruby grinned. "Create a smokescreen...er, a steamscreen!"

Ben shot out a heavy 'steamscreen' that obscured Psyphon's view of the kids. He lowered his weapon and walked around. He couldn't see them, but that also meant they couldn't see him. He wasn't going to stand around like an oaf and just get hit.

Something in the fog rushed past him, and Psyphon spun around to see no one there. The girl was obviously trying to psyche him out, but he wasn't going to have any of it. Ruby again rushed at him, but he turned around and smacked her to the ground.

"Ow…." Ruby groaned. Psyphon glowered and raised his weapon up at Ruby.

"You are persistent, brat," Psyphon growled. "Even more so than Tennyson. Let's see how you like getting your DNA scrambled, girl!"

Suddenly, he was blasted away by a wave of sound, his ears starting to bleed. Psyphon turned to see a triad of Echo Echo, breathing heavily and honestly looking more annoyed more than anything. They all flung themselves at Psyphon, who blasted them all away. Psyphon pounced at them...only to collide with Ruby in mid air. She slashed at him with her massive scythe.

He flew through the air before he landed on a wall. Ruby landed next to the Echo Echos before she launched herself at Psyphon again, mustering her best war cry as she flew through the air. But her scythe narrowly missed her target and sliced into the cavern wall, Psyphon jumping away in the nick of time, but not before firing some alien adhesive at Ruby, gluing her to the wall.

Psyphon floated back down to the ground and grinned. "One brat down, one more to…" He paused. He could hear the faint pattering of footsteps around him. Psyphon then took note of his surroundings; there was a group of 10 Echo Echoes surrounding him.

"Wall...of...Sound!"

They all inhaled and let loose a devastating banshee shriek that shattered eardrums. Psyphon howled in pain, blood dribbling from his eyes, and crumbled over.

Ben grinned, thinking the battle was over. "Let's go see this master," Ben declared, walking away with his group...until something blasted a few of them away.

"Stupid brat!" Psyphon snapped ferally, wiping blood from his hands. "You were never supposed to receive the Omnitrix. You were never supposed to wield its power!" He yelled as he fired off his weapon, destroying more of the clones. "A device with as extraordinary of a power as the Omnitrix was never meant to be wielded by an unpredictable and immature child! AND NOW! I WILL OBLITERATE YOU!"

Psyphon annihilated the last Echo Echo with his atomic dissociator. Ben looked at his hands as they disintegrated into gray dust, before looking at best friend. Ruby could only watch in horror as Ben took one last breath, closed his eyes, and faded entirely.

"NO!" Ruby yelled, tears streaming down her face.

Ben Tennyson had lost.

Psyphon laughed maniacally. "That's right! No more Ben Tennyson! No more annoyances in my plan! And no one to stand in my way!"

Ping.

Psyphon paused. For a moment, he swore he heard something.

Ping.

There it was again. Ruby heard it this time too, breaking her out of her shock. The 'ping' sounded like the highest note on a grand piano, but this one was much more hollow and rang out across the labyrinth of the cave.

Ping.

Ping.

Ping.

Ping. The sound was coming closer. Ruby stopped crying and looked around.

"What...is that?" Psyphon finally asked, just as confused. Then his eyes caught something green...

Overhead, the Omnitrix hung motionless in the air; the sound was coming from it.

Psyphon raised his weapon and aimed-

Green light flooded the room, blinding both Ruby and Psyphon. Psyphon protected his eyes, but when he removed his hands, he wished he'd just fired without flinching. There was a new form, floating where the Omnitrix once was, a Sonorsorian; yet, it looked so strange. It's entire body was green and submarine. He had a more humanoid shape and broad or square build, depending on who you asked. He had articulated legs, arms, hands, and fingers, with two tubes running down his shoulder and into his hands. Its head was mounted in the front of its chest, and the 'lips' of his mouth was jagged. The Omnitrix rested on his chest, just like its smaller form.

"Ben?" Ruby asked, her voice small.

"Who else?" The thing said with a grin. He punched the air and produced a sonic boom that knocked Psyphon to the ground; Psyphon felt the ribs in his chest shatter. His breathing came out in pants, but he didn't have a second to think of an escape route; Ben was flying right at him, throwing more sonic punches that soared through the air. Psyphon narrowly avoided them as they came crashing down on the ground.

"Ben!" Ruby grinned as Ben quickly freed her from the adhesive. "What happened to you? I thought you were a goner!"

"So did I," Ben admitted. "But I guess the Omnitrix pulled through and reformed Echo Echo for me."

"Wait," Ruby said, pausing. "You're Echo Echo?"

Ben looked at himself. "I guess so? This must be his second layer. Like Ghostfreak or something."

"Weird," Ruby commented, "but it suits you!" She tried to pat Ben on the back, but her hand phased right through his body. "Woah."

"Well, that's...interesting," Ben said, before flying at Psyphon.

"S-stay back! Stay back!" Psyphon warned as he fired his weapon at Ben; the laser phased through him like he was a ghost, and Psyphon screamed incoherently.

"I got to hand it to you," Ben said casually, as he threw another punch that narrowly missed Psyphon's head. "Out of all the villains I've faced, none of them have actually killed me. You get points for that." Ben then cornered Psyphon against a wall. "However...you flew too close to the sun, buddy. That pride of yours was bound to be your downfall. I'm understandably pissed about that whole 'dying' thing, too. So, how about you help me test out the full power of this new alien?"

Ben pulled one fist back, letting the sound inside resonate loudly, before he started pummeling Psyphon to a pulp. He could hear loud explosion-like noises in his ears with each swing, the cave shaking with each sonic blast.

Ben didn't know it, but Echo Echo's true form had been unveiled; while cute, Sonosorians were actually incredibly powerful, and to limit their true forms (and hide them from predators), they created suits from the very stone in their canyons. Anyone who had busted out of their suits would not last more than two minutes outside, but Ben didn't- couldn't- know that; he merely phased himself into Psyphon and did some more internal damage, before exiting the body in a grand explosion of sound. Psyphon fell to the ground, unconscious and corpse-like.

Ben took a deep breath and reverted back to human. Ruby ran over and tackle hugged him to the ground.

"NEVER DO THAT AGAIN!" she yelled, squeezing the life out of him.

"Y-you're choking me…" he grunted.

"Ben!"

Max, Gwen, Anna, and Kevin ran over; they all looked pretty frazzled from the battle, but very much victorious.

"See you took care of Psyphon," Gwen said, smiling.

"More like you took care of him for me," Kevin declared, grinning ferally.

He punched Psyphon so hard, the boot licker went flying through an oddly hollow cavern wall, and into the lab where Vilgax was resting, right near a control panel. Ben and the others wandered in and looked over at the stasis pod.

"That's Vilgax?" Ben asked, confused. "He looks a bit...wartorn."

Max stared at the body. "It sure is. Didn't expect him to get roughed up so badly. This is cruel, even for some Fulmini."

"So, wanna take him down at his lowest?" Anna asked, papers forming into a massive sword.

"Absolutely," Kevin said, swaggering over to Vilgax. "I ended up like this because of him. Dibs on the first hit!"

Psyphon sprang up and quickly slammed the button down; red liquid filled with King Crimson's Murrian DNA started to flow through the massive tubes and into the 'tomb' of Vilgax, covering his entire body.

"You failed, Ben Tennyson!" Psyphon laughed as he pointed to the tubes. "At this moment, my master is quickly reviving. Prepare to bow before him and tremble in fear! And for your trouble, where will you end up?"

Ben took a deep breath and put his hand near his Omnitrix. Something told him that maybe saying goodbye to Ruby wasn't the end of the world now.