"You are going to regret sending me to the Null Void," Vilgax hissed at Ben, "for what little remains of your miserable life!"

Vilgax pulled back and threw his fist down on the human boy. Ben rolled out of the way with a terrified yelp, letting the colossal tyrant smash through the floor like it was made a paper, and scrambled to his feet. He ran away between the rows of cargo and supplies, slipping between two shelves of engine parts.

"Okay, look!" Ben called out to his archenemy. "The Omnitrix is in self-destruct mode! Even if you get it from me, you'll just wind up getting blown to bits with the rest of the universe!"

"I will take my chances," Vilgax growled softly, stomping between the rows. He passed the place where Ben had been hiding and craned his head…but the space was empty. Vilgax narrowed his eyes in irritation.


Kevin tried to concentrate on cutting the last cable connecting the ships, but it was a little difficult when two girls were throwing crystal spikes and lightning bolts ten feet away!

Being trapped in spacesuits limited what powers Trixie and Fina were able to use without endangering themselves, but that didn't diminish their fighting spirit.

Trixie rolled sideways to dodge one of Fina's lightning bolts, stopping in a crouch, and retaliated with a shower of crystal shards. Fina's eyes flashed and shattered the crystals with Aerophibian lasers. Her eyes flashed again and Fina ran forward with her fist pulled back and exhaling a beastly roar. Trixie held her Pyronite arm behind and – inexplicably – created a jet of flame in the vacuum of space that propelled her forward like rocket engine. She held out her Petrosapien fist as she met Fina halfway, but Forever Squire pivoted her foot at the last second, spinning around Trixie's fist, and punched her across the helmet.

The green-haired girl flopped face down on the ship's hull. Thankfully, the blow hadn't cracked her helmet or she would be in serious danger. Trixie flipped around on her back when Fina loomed overhead and stomped on Trixie's chest, pinning her in place.

"I always imagined this is how it would end," said Fina confidently. "Though the spaceship thing is new." Her eyes flashed and she raised her hand, coating it in electricity. "Any last words, Trixie?"

"Kevin, any time now!" Trixie yelled.

"I…almost…. Got it!" Kevin cheered as the cable finally snapped.

With the connector lines broken, EightEight's ship dropped with a sudden jolt that caused Fina to stumble. Trixie pressed the advantage and held out her Pyronite arm, shooting a fireball into Fina's chest. The burst sent the dark-skinned doppelganger vaulting off the ship, spiraling uncontrollably through the empty void of space."

"NNNNNOOOOOOOOOOOOO!" Fina screamed.


Ben panted, sliding between the shelves and sprinting around crates before Vilgax caught sight of him. He had been running in a full circle around the cargo bay and wound up back at the hanger door. In front of him was the wrecked remains of the Gyropod that Vilgax had gutted to rip him out, so it was effectively useless. But on the left-hand wall, Ben noticed a giant orange button. And idea started to form in his head….

Then Vilgax stomped behind him, making Ben turn around with a startled gasp.

"Cornered like a rat," Vilgax hissed with a delighted tone.

"Okay, I'll make you a deal," Ben offered, backing away slowly. He glanced over his shoulder subtly, conscious of the closing distance between him and the button. "I won't fight you for the Omnitrix, but you have to promise to find the creator and stop it from self-destructing."

"I do not make deals!" Vilgax snarled.

Ben had a feeling that would be his answer. That's why he secretly activated his spacesuit's magnetic boots, sticking him to the floor.

"That's okay," said Ben smugly, replacing his helmet. "Neither do I."

If Vilgax had any eyebrows, he would be raising them.

Ben slammed his fist backwards against the button and a klaxon alarm blared in the cargo hold. The hanger doors opened, creating a vacuum that sucked everything not nailed down into space. Vilgax tried digging his claws into the floor to keep himself from being pulled, but the vacuum was too powerful and dragged him out. His nails sliced through the metal with a spine-creeping screech before he was launched out into the void.

"NNNNNOOOOOOOOOOOOO!" Vilgax wailed. Aww, they had matching cries!

Ben slapped the button again and the hanger bay door closed, returning everything to normal.

"Yes!" Ben cheered, pumping his fist. His celebration was short-lived when the ship suddenly rumbled, knocking him off-balance. "What the heck was that?"


Ben scrambled into the cockpit, holding the side of the door to keep himself standing. He saw the surface Xenon through the viewport, but they were falling at an alarming rate. They must have entered the planet's gravity field like Trixie warned them. TwoTwo was sitting at the controls, her tiny hands flying everywhere in a panic.

"What are you doing?" Ben yelled, running over to TwoTwo. Predictably, the little Sotoraggian was babbling in a language that the human boy couldn't understand. "Okay, okay, chill out! I can't understand a word you're saying! Where's your sister?"

TwoTwo tensed up, seemingly hesitant to respond. Then she pointed off to the side of the cockpit. Ben followed her line of sight and subconsciously let out a horrified gasp. EightEight was lying in an indentation in the middle of the room, her armor battered and broken. She wasn't moving, either.

"What happened?" cried Ben. TwoTwo babbled in her native language again, but this time did a show of flexing her arms and made a slamming motion. It only took one guess to figure out who she was imitating. "Vilgax did this?"

TwoTwo nodded anxiously.

They didn't have time to think about that as the ship shuddered again, throwing Ben and TwoTwo on the floor. They were breaching Xenon's atmosphere and the rumbling were getting worse. Ben looked through the viewport. He could see the surface of the planet and they were freefalling towards arid chasm that reminded Ben of the Grand Canyon. Ben and TwoTwo fumbled to their feet and started pushing buttons and levers again.

"Come on, come on, one of these has to work!" cried Ben.

They were getting close to the ground and it didn't look like they would stop in time. the two younglings held each other, bracing for impact…when an arm stretched out beside them and pulled one of the levers back. Ben looked around and gasped. It was EightEight! She was crawling around on her hands and knees, breathing harshly, but at least she was conscious!

"Buckle in, kids…," said EightEight groggily. "It's gonna be a bumpy ride…."

Thanks to EightEight, the ship managed to pull up at the last second, avoiding a forest of stone-colored mushrooms. Unfortunately, they had little room to maneuver in the chasm and ended up scraping the ship's wing against the wall before it broke off. They nosedived into the ground, clearing a path through the giant mushrooms, and were on their way to a steep cliff in the distance. EightEight pulled another lever, which seemed to act as the brakes as the ship sharply decelerated, sending Ben and TwoTwo flying over the control panel.

And then, thankfully, they stopped.

Ben and TwoTwo sat up, rubbing the spots on their heads where they hit the wall, and stared out the viewport. They nose of the ship was barely hanging over the edge of the cliff, which led to a hundred foot drop down an empty gorge. EightEight flipped around, leaning against the controls with a relieved sigh.

"Well, you know what they say," EightEight spoke, trying to sound humorous through the apparent pain. "Any landing you can walk away from…."

Moments later, Trixie and Kevin entered the cockpit in a hurry.

"What happened?" asked Trixie worriedly.

"Well, obviously, we crashed," said EightEight.

"Where's squid-face?" asked Kevin, looking around worriedly.

"On a one-way trip through space," said Ben.

"He won't stay that way for long…," EightEight groaned. She pulled herself up to her feet, leaning against the controls for support. "We need to find Azmuth before he and his sidekick gets back."

"Are you okay to move?" asked Trixie, looking over their beat-up traveling partner.

"I'll be fine," EightEight reassured him. To prove her point, she pulled out a hypodermic needle filled with orange liquid from one of her suit's compartment and stuck it into her exposed skin. He hissed inwardly and tossed the needle, but she was soon standing on her own strength in a matter of moments. "Now, let's find that nerd…."


The three humans and two Sotoraggians equipped themselves with jetpacks and soared over the terrain of Xenon. The landscape was covered in all kinds of plant life, most of which the humans couldn't even name or recognize. More than once, Ben thought he saw some of them move….

"How do we find Azmuth's compound?" asked Kevin curiously.

"Now that we're here, I'm starting to recognize the area," said Trixie. "I lived on Xenon for a sufficient number of years, so if I am remembering correctly, Azmuth's compound should be through this valley."

They flew towards a sole rock pillar in the middle of the mushroom forest where a stone bridge was erected over a pit of stone spikes. They easily flew over the obstacle with their jetpacks and walked inti the pillar through the open entrance. Once inside, the stone walls were almost instantly replaced by manmade (or alien-made) structures. Metal walls, florescent lighting, stairways, and sliding doors – this had to be Azmuth's compound! Although, it was noticeably overrun by thick tangles of vines.

"Must be the gardener's day off," Kevin quipped.

"Xenon is home to some of the rarest plant in the galaxy," Trixie explained, "most of which was planted by Azmuth himself. But he's usually so meticulous with the upkeep. I wonder what happened…."

"Hello? Anybody home?" Ben called.

The group of five proceeded further into the compound, unaware that several glowing yellow eyes were watching them from the shadows. TwoTwo, who was ambling in the back of the group, paused when she thought she heard something slithered around behind her. But when she looked back, she didn't see anything.

"You think Azmuth is still around?" asked EightEight, not noticing her younger sister was lagging behind. "Any chance he escaped?"

TwoTwo tilted her head curiously as she watched several vines slither away from what looked like a giant pod…until the pod popped over and a plant-like creature lunged at her with a beastly hiss. TwoTwo squeaked and fell on her bottom as the plant creature hover over, but was quickly put down when a laser went into its eye and out the back of its head. TwoTwo turned around and spotted her big sister holding a smoking laser pistol.

"What the heck is that?" questioned Kevin, pointing at the withering plant corpse.

"Florauna!" yelled Trixie. "And they're usually never alone!"

Now that they took another look around, the group suddenly realized that the vines were all connected to dozens of pods clinging to the walls. Like the first Florauna, the plant-life aliens exposed themselves and started to lash their vines at the intruders.

"Here they come!" yelled Ben. He pulled out the laser pistol that EightEight had given each of the human children and started taking potshots. Of course, having little to no experience with firearms of any kind, Ben stumbled from the kickback and missed by a mile. Thankfully, Trixie and Kevin were able to fire straight.

The team of five grouped up together, shooting at the swarm of Florauna trying to shuffle down the corridor. Several vines started creeping off the walls towards them. Kevin spotted them and shot them down before they could reach the floor. Just then, one of the Florauna ripped off the black pods growing off its back.

"Uh-oh, that's not good," Trixie commented.

"What's not good?" asked Ben.

"Everyone hit the deck!" Trixie screamed, jumping off to the side.

Even though they didn't understand why, the group leapt to either side as the Florauna threw its pods at the ground. A good thing they did, because the pods exploded like grenades the instant they hit the floor, creating clouds of green dust that was most likely pollen or something similar.

EightEight was getting back on her feet when one of the Florauna wrapped its body around torso and grabbed her head, opening its jaw like it was about to eat her face. The bounty hunter wiggled her left hand loose and whipped out her laser-edged hunting knife, jamming it in the Florauna's eye. As the plant-like alien wilted and the bounty hunter pried herself loose, she spotted another Florauna slithering behind Ben as the boy picked himself up.

"Kid, look out!" EightEight warned.

But there was no time to move. By the time Ben realized what was happening, the Florauna had lunged on top of him.

Then, at the last second, TwoTwo bound forward and shoved Ben out of the way.

Ben sat up from here he was pushed and looked back. He saw TwoTwo caged inside its flytrap-like shell as the plant alien retreated down the hall.

"TwoTwo!" cried Ben. His heart thumping in his chest, Ben activated the Omnitrix without thinking. "Going hero!"

"Benjamin, no!" yelled Trixie. "The self-destruct will accelerate!"

"I don't care!" Ben shouted, then slapped his down on the Omnitrix's faceplate.

Rath let out a beastly roar that shook the entire corridor. He lunged forward on all-fours, chasing down the Florauna that was stealing TwoTwo away; the young Sotoraggian was squealing in her native language. He reached out for TwoTwo, his paw only a foot away from touching, when the Florauna entangled their vines around his bulky body to hold him back. Rath ripped away the initial few plants, but more kept snapping out from the walls until his upperbody was restricted in a green cocoon. The Appoplexian gasped as TwoTwo and the Florauna slithered into a hole in the ground, which was promptly (for reasons unknown) sealed by a thick steel hatch.

"NO!" Rath screamed.

With a great beastly roar, Rath stretched his arms and ripped the vines to shreds. He ran over and gripped the edges of the hatch, trying to tear it from the ground, but it was firmly welded shut. Rath coupled his hands together and pounded on the hatch, but the metal wouldn't bend, either. He tried again, and again, and again…until he felt a hand resting on his shoulder. The Appoplexian looked over at a startling apathetic EightEight. Trixie and Kevin were hanging around in the background as well, but the Floruana were strangely missing. It seemed they retreated after TwoTwo was caught.

"Kid, pull yourself together," said EightEight. "You're just wasting energy."

"What? No! We gotta save her!" Rath yelled.

"She can take care of herself," said EightEight matter-of-factly. "If anything, we caught ourselves a break. The Florauna weren't going to stop until they had one of us."

"You're happy they took your sister?" asked Kevin, taken aback. "That's cold, dude."

"Sotoraggians are raised with a 'survival of the fittest' mentality," Trixie explained. "If you're not strong enough to live, well…."

"Grr…Let me tell you something, EightEight the Bounty Hunter frenemy!" Rath growled, getting up in EightEight's face, pulling back his fist. "TwoTwo sacrificed her life to save Rath! Rath ain't leaving a friend behind!"

Rath threw his punch, but EightEight didn't move to avoid it. That's because she knew he wouldn't hit her. Instead, he slammed the wall next to her head, smashing through the foundation and causing a sizable chunk to fall away. EightEight just stare indifferently at Rath, the Appoplexian panting as he rage slowly left his body. In a few moments, the Omnitrix buzzed and Rath exploded in a flash of red light, reverting back to Ben. The bounty hunter stared down as the boy collapsed to his knees, hanging his head in shame.

"It should've been me…," Ben murmured, then looked up at EightEight. "Why…why are you sad?"

"Because there's nothing to be sad about," said EightEight plainly. "TwoTwo will be fine; she'll catch up with us later. She's my little sister, after all. Anyway, back to the matter at hand: we still need to find the creator. Hey, girl," she called to Trixie, "if Azmuth did survive an attack like that, where would he go?"

Trixie lowered her head and touched her chin in a thoughtful expression. Then, after a moment, we walked over to right-side wall. She brushed her fingers across until she found a crease in the panels, pushing it aside to reveal a hidden button. Trixie punched the button and the wall parted down the middle, sliding sideways to reveal a secret tunnel.

"This tunnel should lead to his inner sanctum," said Trixie.

"Then let's not waste any more time," said EightEight.

The bounty hunter activated her jetpack and took off down the tunnel. Trixie and Kevin exchanged concerned glances, looking back at Ben, who was staring at the hatch where TwoTwo vanished though. After a moment, the two of them activated their jetpacks and followed EightEight. Ben hanged around for a moment, but knew he couldn't stay much longer. Not when there was a literal time bomb on his wrist.

"I'm sorry…," Ben murmured an apology to TwoTwo, then turned on his jetpack and followed the others.

Ben caught up with them momentarily, flying next to EightEight. The bounty hunter looked sideways, noting his subdued expression.

"You really shouldn't worry too much," said EightEight nonchalantly. "TwoTwo is more than capable enough to handle a few wild Florauna."

"…No surprise that you don't care," said Ben, his voice tinged with venom. "Just what you would expect from a heartless bounty hunter."

"Kid, watch yourself…," EightEight warned in a low tone.

"I mean, it's just your little sister, right?" Ben retorted sarcastically. "Not like it was anything important, am I right?"

"Dude…," said Kevin nervously.

"Benjamin, stop," said Trixie.

"Guess it really doesn't matter how many people you lose," Ben said spitefully to EightEight. "Because in the end, the only person you care about is yourself – "

Suddenly and without warning, EightEight stopped and held out her arm, clotheslining Ben around the neck. The human boy flipped through the air and landed on his front with a pained groan. He sat up and turned around, leaning back fearfully as EightEight towered over her. He visible eye was narrowed with restrained fury.

"What would you know about loss, boy?" EightEight spat. "How would you know what it's like to lose someone you love? Someone who was so precious to you that without them, it feel like there is a gaping hole in your chest that can never be filled! Have you ever experience that kind of pain before, kid? Well, have you?"

Ben opened his mouth, but nothing came out. He couldn't very well answer that question because…well, he had never suffered any real loss until TwoTwo. He thought about his future self and the kind of person he had become after grandpa died. The way that EightEight was talking….

Kevin and Trixie landed on either side of Ben, pulling his arms and helping him to his feet. They all looked up at EightEight, who folded her arms across her chest like she was protecting herself.

"…Who did you lose?" Trixie asked hesitantly.

EightEight paused for a moment, then answered, "Sotoraggians are a hunter species by nature. So it was no surprise that I took up bounty hunter, as did the rest of my family. I didn't really care about anything other than money. My loyalty could be bought by whoever paid me the most. And I was the best there was when it came to mercenary work…at least, that's what I thought until I met Tetrax."

"Who's Tetrax?" asked Ben curiously.

"Tetrax Shard – a Petrosapien bounty hunter," said EightEight.

"A Diamondhead," Trixie explained to Ben and Kevin's confused looks.

"The first time I met him, I just thought he was another poser – a random mercenary who was out of his depth," EightEight continued. "I underestimated him, and because of that, he swiped my quarry out from under me. It was the first time I had ever tasted defeat.

"The next time we met, I decided to take him seriously and won. But after that, he bested me again. We went back and forth like this for years – it was like a game to use. And before we knew it, we became…partners. Together, we were the greatest team the galaxy had ever seen. There was no job we couldn't do, Tetrax and I. In no time at all, we started getting jobs from some of the biggest names in the galaxy…. Including Vilgax.

"So you worked for Vilgax before," Trixie hummed.

"Vilgax hired us to steal a crystal from Petropia – Tetrax's homeworld," said EightEight. "What we didn't realize at the time was that it was the final puzzle piece Vilgax needed to invade Petropia. When the Petropians didn't bow at his feet, he destroyed the entire planet to make an example out of them. Tetrax…didn't take that lying down."

"I get the feeling this story doesn't have a happy ending," said Kevin anxiously.

"When Vilgax destroyed Petropia, Tetrax tried to kill Vilgax," said EightEight. "But…it didn't work out the way he hoped. Vilgax easily overpowered Tetrax and…destroyed him. The worst part was that Vilgax didn't use a weapon or tools – he crushed Tetrax with his own bare hands. And the whole time I just stood there…watching. After what he did to Tetrax, I was too scared to move against him. Tetrax…he…he was everything to me. And then he was just…gone…."

"I'm…I'm sorry," Ben apologized. "I didn't know…."

"When I heard that Vilgax was after the Omnitrix," said EightEight, "I swore never to let another powerful weapon fall into his claws again."

"And that's why you helped us against your brothers in the desert," said Trixie understandingly.

"Look, kid…Ben," said EightEight formally. "It's not that I'm not worried about TwoTwo. It's because I know she's still alive, and she'll come back to us in due time. Just have faith in her."

"…This is all my fault," said Ben suddenly, hanging his head shamefully. "I saw that the watch was acting all weird at the reactor, but I used it anyway. I must have set off the self-destruct. Everything that's happened is because of me And soon, the whole universe will be gone!"

"We both made costly mistakes, Ben," said EightEight.

"Some more than others," said Trixie, glancing towards Kevin.

"Seriously? Now?" Kevin groaned.

"But if we don't find Azmuth and stop the self-destruct," EightEight continued, "Then everything we've gone through will be for nothing. And we're not about to let that happen, are we?"

Ben stared up at EightEight resolutely and shook his head. Satisfied with his answer, EightEight reactivated her jetpack and took off down the tunnel with the children closely behind.

They fly for close to five minute before they finally reach the end of the tunnel. A large bolted vault door were wedged into the rock. EightEight and the children landed in front of the door and Ben walked up to it, pounding his fist on the metal.

"Hello, Azmuth!" Ben shouted. "Are you in there? Open up!"

A few seconds passed with nothing happening…then, lights flickered on each side of the tunnel, momentarily blinding the party. A small hatch opened in the middle of the door, revealing a camera. The camera scanned each of the four intruders before it zoomed in on the Omnitrix attached to Ben's wrist.

"The Omnitrix!"

The camera emitted a beam of light, projecting a holographic image of large and rather rotund creature in some type of containment suit. Large globes filled with a strange black-and-green substance covered its shoulders and face and, if Trixie was assuming correctly, the marking on its chest was the same symbol as the Omnitrix.

"What are you doing with my Omnitrix?" they questioned.

"'My Omnitrix?'" Ben repeated. "You? You're creator?"

"Azmuth, open up," Trixie requested. "It's me – Meridia."

"Meridia?" Azmuth parroted with apparent confusion in his tone. "Why are you in that repulsive form?"

"It's a long and complicated story," Trixie sighed exasperatedly.

"Can we save that for later?" asked Ben, stepping forward to confront the hologram. "I'm Ben Tennyson, and I wound up with the Omnitrix. Now it's in self-destruct mode and – "

"I know," said Azmuth. "I invented it!"

"Oh, yeah," said Ben awkwardly he walked through the hologram to the door. "So, anyway, if you can just turn it off – "

But Azmuth proved less than cooperative as two more walls of steel sealed the door.

"Maybe Ben didn't make it clear why we're here!" shouted Kevin.

"I understand completely," said Azmuth. "You misused my creation, and now the whole universe will be destroyed."

"Look, I don't know why you don't want to help us," said Ben angrily, "but a friend of mine sacrificed herself to stop this thing!"

"That is none of my concern," said Azmuth coldly.

"Then I'll make it your concern!" Ben growled.

Ben activated the Omnitrix and cycled through the options. If the doors were as strong as they looked, he was gonna need a powerhouse, but something more than pure muscle like Rath. Luckily, he acquired such an alien recently. Once he found the silhouette, he slapped down the Omnitrix's faceplate and exploded in a burst of green light.

Frankenstrike punched his fist into his palm, her arms sparking with arcs of electricity.

"Knock-knock!" shouted Frankenstrike.

The Transylian reeled back his electrified fist and slammed his knuckles against the door, smashing the camera in the process. There seemed to be an electrified barrier blocking the door, but Frankenstrike merely absorbed the voltage into himself, making his stronger. He punched the door again, and again, and again. With each jolt of electricity that coursed through him, his strikes became more powerful that the metal was starting to bend under his punches.

"You listen to me, you selfish jerk!" Frankstrike shouted between punches. "I've come too far to be stopped now! So open – this – DOOR!"

With one final mega-charged punch, Frankenstrike blew the door off its hinges, catapulting it into Azmuth's inner sanctum.

"…I am so glad I never fought him," Kevin remarked.

"Huh, now that I think about it," Trixie hummed thoughtfully, "you never have fought Benjamin before. Weird…."

Frankenstrike, EightEight, Trixie, and Kevin stepped over the wreckage and found Azmuth with his back turned to them inside.

"You are going to turn this thing off!" Frankenstrike stated firmly.

"You think you're a hero, but you're a fool," said Azmuth with his back still turned to them. "You've only sped up the countdown! Because of you, the universe has even less time!"

"If the universe is going down anyway," Frankenstrike sneered, "I'm gonna have the pleasure of kicking you're butt first!"

The Transylian hero stomped up to Azmuth just as the towering scientist turned around. Frankenstrike hit Azmuth with an electrified right hook to the face, throwing him against the workbench and letting him slump to the ground. Frankenstrike panted, his anger slowly ebbing away when he realized he had smashed the globe on Azmuth's face, smoke wafting through the opening. For a moment, he was worried be might have actually killed the creator of the Omnitrix….

Then, to everyone's (minus Trixie's) astonishment, Azmuth's chest opened up with a hiss with more smoke coming out of the gap. Something was climbing out. It was…a Galvan! But it wasn't like Gray Matter. This Galvan had wrinkled skin and four tendrils growing out of his face, giving it the impression of a beard. The elderly Galvan waved the smoke out of his face, coughing, as he crawled out into the open.

"Look at what you did!" Azmuth the elderly Galvan complained. "Do you know how long it takes to break in a biosuit like that?"

"He's really a Gray Matter?" asked Frankenstrike strangely, looking back at Trixie.

"He's brilliant, but he's embarrassed about his height," said Trixie, shrugging nonchalantly.

"Hey, hey, don't say unnecessary things, slime girl!" Azmuth shouted awkwardly, sliding down the suit onto the floor. "Honestly, children these days! Destroying an old Galvan's property and invading his privacy!"

"Enough talk!" said EightEight impatiently, bending down and pointing a finger at Azmuth while Frankenstrike transformed back into Ben. "Stop the countdown!"

"I say let the Omnitrix self-destruct," said Azmuth uncaringly. "And take the universe with it. Best thing that could happen to it, probably. Start fresh!"

"You know, it's that kind of attitude why Zennith left you," said Trixie harshly.

"Girl, I am not afraid to bend you over my knee!" Azmuth shouted.

"I'd pay to see that," Kevin snorted.

"I didn't create the Omnitrix as a weapon, all of you did!" yelled Azmuth accusingly. "I created the ultimate device for understanding all the beings in the universe! You and Vilgax are no different!"

"That's not true!" Ben retorted. "Sure, I've messed around with the watch, but I've helped a lot of people with it, too. At first, all I cared about was that I wouldn't be able to go hero anymore, that I'd just be stuck with being me…. Sometimes, you have to see the good in people, and not just be a selfish jerk!"

That was a moment of tense pause when Azmuth seemed to mull over Ben's words…but his thoughts were derailed when the compound suddenly quaked. There was a distant boom of explosions as the base shuddered violently again. Ben looked up as the ceiling suddenly collapsed on them. Ben picked up Azmuth before the elderly Galvan could argue and followed EightEight, Trixie, and Kevin to a tunnel that was conveniently located in the back of the room –


The group of five somehow found themselves back outside, grinding their feet to a halt when they found what was waiting for them. Vilgax and Fina were back, standing on the frontline of an army of bioids and mechadroids!

"Azmuth, the creator of the Omnitrix," said Vilgax with sinister mirth. "At last we meet. What an honor…for you."

"Seriously," Fina cackled cruelly. "That midget is the creator of the Omnitrix? That's hilarious!"

"That's rich coming from a cheap knockoff," said Azmuth critically, effectively wiping the smirk off Fina's face.

"This ends now," Vilgax declared. "Attack!"

Fina's eyes gleamed and she threw out her hands, throwing a column of flames at the heroes. Trixie shouted ("Accessing Petrosapien and Thep Khufan sequences!) and slapped her hands on the ground, summoning a barrier of crystals. Fina growled in annoyance and increased the intensity of the flames while the Bioids joined the attack with their laser rifles. For now, the crystal wall seemed to be holding up. EightEight pulled out her dual pistols when she noticed Ben hesitantly reaching for the Omnitrix.

"Use it now, and we kiss this half of the universe goodbye!" EightEight warned him.

Ben grimaced, but moved his hand away from the watch and instead reached for the laser pistol in his pocket. A section of the crystal wall broke off; a laser bolt flew over him and Azmuth. Trixie moved her hand and patched the hole with more crystals.

"I don't understand," Azmuth said to Ben, clinging to the boy's head. "Why do you continue to defend the Omnitrix when it's hopeless?"

"That's because the only thing you think about is yourself!" Ben criticized, raising his pistol. "Now step off! I've got a world to save!"

Once Azmuth jumped off his head, Ben climbed over the crystal wall and started shooting like a madman. Now that he was accustomed to the pistol's kickback, he was landing his shots more effectively and destroyed a dozen bioids in the first few minutes. Unfortunately, two Mechadroids crashed down next to him, towering over the human boy. Ben tried shoot them with his laser, but their armored plating was too strong.

As both Mechadroids charged their lasers and aimed at Ben, Kevin suddenly stepped in between them, his body morphed into the same material as Trixie's crystals. He crossed his arms in front of his face as the mechadroids fired their weapons, bouncing the lasers off his crystalized skin back at their heads.

"Kevin!" Ben cheered.

"Can't let you have all the fun," said Kevin cockily.

Unfortunately, half a dozen mechadroids fell out of the sky around them, surrounding the boys in a half-circle formation. Ben pointed his pistol and Kevin raised his crystalized fist, ready to fight their way out…when the mechanical giants were suddenly turned into Swiss cheese by a shower of lasers. The boys blinked dimwitted, looking to each other for an explanation. They then turned their heads towards the top of the nearby mushroom trees…and discovered the savior to be none other than TwoTwo!

The tiny Sotoraggian was not only alive, be she was carrying a gigantic weapon over her shoulder twice her size that looked like a cross between a Gatling gun and rocket launcher.

"TwoTwo!" Ben cried with joy.

"She's alive!" yelled Kevin.

"See, I told you she'd make it!" EightEight cackled with glee. "And she brought out the R.O.W.!"

"…Let me guess: R.O.W. stands for Ridiculously Oversized Weapon," said Trixie with a blank stare.

"How'd you know?" said EightEight jokingly.

The Slimebiot and the bounty hunter were knocked on their backs as the crystal wall protecting them exploded. Trixie raised herself on her elbows when Fina leapt overhead through the black smoke, snarling like an animal with her fists raised over her head. Trixie rolled to the side, letting Fina pound the ground into a miniature crater. She then stretched out her mummified arm, ensnaring Fina in her wrappings, then flung the clone into the compound wall. But before she could retract her appendage, Fina grabbed her arm and tugged Trixie toward her, slamming her knuckles across the Slimebiot's jaw.

Ben and Kevin paved their way through the bioid army with TwoTwo proving support fire. Kevin leapt into the air, bringing his fist down to crush one of the robot's heads while Ben blasted the bioid coming up behind him. A few mechadroids were raining down laser fire from above, but TwoTwo shot them out of the sky with impressive accuracy.

Things seemed to be going well for them at first…until a stray shot destroyed Ben's laser pistol. At the same time, a mechadroid landed beside Kevin and swatted him like a fly, sending him sliding across the ground at Ben's feet. TwoTwo saw they were in danger and turned her R.O.W. toward them, but she had no chance to fire before another group of flying mechadroids rained down a hailstorm of lasers, knocking the Sotoraggian child off her perch.

Ben and Kevin stood back to back as three mechadroids menacingly approached them from all sides.

"Any ideas, genius?" asked Kevin.

Ben looked down at the Omnitrix, wishing he could go hero and just turn the drones into scrap…. But then he remembered something else. Something that Trixie recently attached to the Omnitrix.

"Just one," answered Ben. "Brace yourself!"

Ben turned his wrist to the underside of the Omnitrix and hastily removed the containment unit. Without the device, the Omnitrix shuddered as orange sparks of electricity surged off it, forming a bubble of energy above the faceplate. As the mechadroids closed in on them, the bubble burst outwards, creating a shockwave that traveled across the entire battlefield. All organic lifeforms were blown on their feet while the mechanical combatants suddenly dropped like flies, their power completely drained.

Azmuth, who had been ducking behind Trixie's crystal wall, watched Ben with a thoughtful expression.

"Ow…," Kevin moaned, rubbing his head as he and Ben sat up. "Not cool, dude…."

"The Omnitrix's faceplate suddenly turned completely orange and started beeping dangerously.

"Oh no, I think we're out of time!" Ben yelped in terror.

"Not if I can help it!" said Azmuth, suddenly running up to Ben with an unnatural look of determination in his eye. "Omntrix, voice command mode!"

"Voice command mode unlocked!" the Omnitrix spoke, surprising Ben. It used Trixie's voice, which he supposed made sense.

"Decouple Omnitrix – command code 000 – release coupling – 0!" said Azmuth.

"Command accepted! Omnitrix decoupled!"

Ben winced as the Omntrix suddenly peeled away from his skin, like ripping off a bandage that had been stuck for a long time. the Omnitrix clattered on the ground next to Azmuth, who proceeded to pick it up. Even more surprising was that the Omnitrix somehow shrunk to match his size.

"Wait, that's it?" said Ben, mouth agape. "That's how you take the watch off?"

"Obviously," said Azmuth. "Though it's only keyed into mine and Meridia's voice command. Don't know why the girl didn't think to use it in the first place."

"Uh…," Trixie stammered uncomfortably.

"I still don't know if the universe is worth saving," Azmuth admitted, "but I do know that you're a good person, Ben Tennyson. Now if you'll excuse me…."

And on that note, Azmuth hopped away back to through the tunnel to his inner sanctum, leaving the heroes watching dumbfounded as we went.

But they had more pressing concerns on their hands.

Though the feedback had knocked out a substantial amount of Vilgax's forces, more mechadroids crashed down from his ship in orbit. Trixie, EightEight, and TwoTwo grouped up with Ben and Kevin as the mechadroids lined up across from them. Vilgax landed in front of his army a moment later, leering menacingly, and Fina zipped in beside him.

"It's over, Vilgax!" Ben declared, holding up his bare wrist. "The watch is gone! Azmuth took it!"

"And your point is?" Vilgax hissed. "If the creator took the Omnitrix, then I will simply pry it from his cold, lifeless body. But before I hunt him down, I will take my long awaited revenge on you, Ben Tennyson!"

The squid-faced tyrant waved his hand, commanding the mechadroid behind him to release a volley of missiles. EightEight grabbed TwoTwo and launched away with her jetpack, while Trixie used her mummified arm to pull herself, Ben, and Kevin aside. The Sotoraggian sisters spun through the air, dodging the swinging arms of the mechadroids while TwoTwo shredded them with the R.O.W. EightEight tossed a disk at one, latching it to the side of the robot's head. The disk beeped three times before exploding, blasting the mechadroid's head clean off.

While EightEight and TwoTwo warded off the enemies, Trixie slammed her fist into the ground and created another silicon wall that divided them from Vilgax's army.

"That should hold them off for a while," said Trixie.

"Not that it's gonna do any good," said Kevin pessimistically. "We're outnumbered and outgunned."

"Kevin's right," Ben agreed, glaring at the empty space on his arm. "Vilgax is smearing us and I can't do anything about it. I'm just a plain kid without the Omnitrix."

"After all these months, you still don't get it," said Trixie, shaking her head. "You never needed the Omnitrix. Don't you remember all the times you saved us? Me? Maxwell? Gwendolyn? Or many others when you weren't in alien form? At the end of the day, the Omnitrix is just a tool. What really makes a hero is the person wearing it."

"Trixie…," murmured Ben, smiling softly. Hear that from his best friend made him feel slightly better…but that was overshadowed by the fact that Azmuth came running back and slapped the Omntrix back on his wrist. "Wait? Wha – what gives? I thought you were taking the watch back!"

"When did I ever say that?" said Azmuth, raising the dial and twisting the faceplate back and forth. The Omnitrix chirped with a happy ding and lit up green.

"All right!" Ben cheered, pumping his fist. "I'm back in the alien hero business!"

"Here, try this alien on for size," said Azmuth with a hint of giddiness in his voice as he turned the dial. The silhouette revealed an alien that Ben had never seen before! Bonus!

Azmuth jumped on the Omntrix's faceplate, activating the transformation for Ben. Trixie and Kevin turned away from the brief flash of green light and looked back at Ben…then craned their heads back, jaws dropped at the colossal titan eclipsing Xenon's sun. They weren't the only ones either. Vilgax, Fina, EightEight, and TwoTwo all stopped what they were doing and stared with a mixed of shock, terror, and awe.

Standing above the battlefield as a whopping hundred feet tall was a massive humanoid alien with red-and-white skin, a large frill jutting out of his head, blade-like protrusions coming out of his elbows, and the Omnitrix emblem stamped on his chest.

"…a To'kustar," Trixie mumbled, her eyes beady. "You gave a ten-year-old human boy a To'kustar."

"The way you say it makes me think this was a mistake," said Azmuth.

"Whoa, check me out!" said giant Ben, his voice amplified and echoing. "I'm not just big – I'm Way Big!"

The alien hero known as Way Big lifted his foot and casually stomped on one of the Mechadroids, crushing it like a tin can. He kicked another into a group, destroying them all at once, and grabbed two more with his hands and smashed them together. as small squadron of flying mechs attempted to shoot down the titanic alien, but their bullets bounced uselessly off his chest. Way Big stretched out his arms and slapped his hands together, crushing the drones like flies.

In a matter of moments, the entire battlefield had been completely cleared of all mechanical life. The only ones left on the villain's side was Vilgax and Fina.

"…Yeah, you're on your own, pal," said Fina, her eyes gleaming.

"COWARD!" Vilgax screamed as he so-called partner took off over the horizon Roadrunner style.

Way Big bended down and picked up Vilgax as the normally terrifying tyrant tried to run away.

"Release me!" Vilgax demanded, struggling fruitlessly in Way Big's grip. "Or suffer the consequences!"

"Pretty big talk from such a little guy," Way Big taunted.

Vilgax's eyes flared dangerously. Even if he was small and powerless against Ben's current form, he would not allow his enemy – a child – mock him! Vilgax stabbed his claw into Way Big's skin, which was the equivalent to a spider bite or a bee sting for someone of his stature.

"Ow!" yelped Way Big. "That's it! You are so outta here!"

The titanic hero moved like a pitcher preparing for a throw, giving Vilgax the old fastball special that sent the galactic tyrant flying. Way Big's pitch was so strong, Vilgax cleared Xenon's orbit and was now spiraling aimlessly through space.

"NNNNNOOOOOOOOOOOOO!"


It was a few hours after the battle had ended. Vilgax was flying through the endless void of space, Fina showed no signs of coming back, and the mecha army was in literal pieces. So while everyone else was recuperating, Azmuth had taken the liberty of building a small spacecraft using parts from the bioids and mechadroids.

"What're you doing?" asked Kevin curiously.

"Improvising a ride," said Azmuth. "This place is getting too noisy for me."

"Mr. Azmuth, I just wanted to thank you for fixing the Omnitrix," said Ben gratefully. "If you want it back…it is yours, after all."

"I created the Omnitrix to help all the beings of the universe grow closer together," said Azmuth thoughtfully. "If an Earthling can make that happen, then I see no reason why you shouldn't have it." He coupled two cables together, which charged up the ship's engines. "Besides, that thing is nothing but trouble! Always has been!"

With his ship finally complete, Azmuth hopped into the cockpit and prepared for take-off. But before he did, it looked at Trixie.

"You know, you could come with me, Meridia," Azmuth offered. "There's still a lot we don't know about your kind or where you come from. Maybe we could find the answers together?"

"Thanks, but I'm fine where I am," Trixie turned him down with a smile. "Besides, without me, Benjamin would probably set off the self-destruct again."

"Eh, good point," Azmuth conceded.

"Hey!" Ben complained. As the ship prepared to take off, Ben ran up to Azmuth. "Wait a minute! You still need to teach me how to work this thing!"

"Don't you want to figure it out for yourself?" said Azmuth. "Like a true hero would?"

"…No, not really," said Ben bluntly.

"Heh, I like you, kid," Azmuth chortled.

With nothing left to be said, Ben backed away as Azmuth's ship took off and disappeared out into the depth of space, disappearing to parts unknown –


Max was humming a happy little song under his breath as he stirred his latest creation over the stove: grasshopper soup! Gwen was sure to love this! Speaking of whom, the redheaded preteen walked into the Rust Bucket, removing her Lucky Girl mask with a tired groaned. She dropped the mask on the floor and plopped unceremoniously onto the couch.

"Had a busy day, honey?" asked Max kindly.

"Ugh, why do the villains have to cause trouble the week Ben isn't around?" Gwen complained. "First it was Animo, the Rojo's gang, then the Circus Freaks, and today it was Hex. I never thought I'd say this, but I wish Ben was back.

Right as she said that, they heard the sound of a powerful engine screaming from outside.

"Well, speak of the devil," said Max amusingly.

He and a very exhausted Gwen stepped outside the Rust Bucket just in time to see Ben, Trixie, and Kevin walking down the ramp from EightEight's ship. The three kids waved good bye as the ramp pulled back and EightEight and TwoTwo took off back into space.

"Bye! Thant's for the ride!" shouted Trixie.

"Call us when you're in the area sometime!" called Ben.

"Well, look who's back," said Max kindly, holding out his arms to hug Ben and Trixie. "Welcome home, kids."

"Good to be back, Maxwell," said Trixie.

"Oh man, we have so much to tell you," said Ben excitedly.

"Yeah, well, you're not the only one who's been busy," said Gwen cockily. But then she noticed the third-party and reeled back with a gasp. "Kevin? Kevin's back!"

"Hey, calm down, Gwen, it's cool," said Ben, jumping to Kevin;s defense, which surprised his cousin and grandpa. "It's a long story, but he's one of us now."

"Yup, I'm a good guy," said Kevin jokingly.

"I find that, hard to believe," Gwen scoffed, crossing her arms with a glare.

"You know, you're kinda cute when you're mad," Kevin told her. Gwen looked taken aback, then huffed and looked away, mostly to hide the fact that she was blushing.

"Ew, gross," Ben gagged.

"Well, we're back home and you're no longer a monster," Trixie said to her best friend. "What are you going to do now, Kevin?"

"I think I'm gonna head back home," said Kevin with a wistful expression ."I really miss my mom…."

"We could give you a lift if you want, son," Max offered.

"Nah, I think I'd rather be on my own for a while," Kevin turned him down. "I got a lot to think about. But if you ever need me, just give me a call."

"With what phone?" said Trixie jokingly, making Kevin snort.

Trixie and Kevin shook hands one last time, reaffirming their friendship, then Kevin turned away and started walking away down the dirt road back to town. Trixie felt a little sad watching her best friend leave so quickly after they were reunited, but she knew it was only a matter of time before they saw each other again. Ben clapped Trixie's shoulder supportively.

"Well, after an adventure like that," said Max, "bet you guys are looking forward to a nice, normal day – "

"We interrupt your regular broadcasting for this emergency report!" The Rust Bucket's radio suddenly squealed to life, sounding through the conveniently open window. "What appears to be some kind of Predator riding a black Alien is attacking the mall! Citizens are advised to steer clear of the area!"

"…Well, that didn't last long," Trixie remarked.

"It wouldn't be a 'normal' day for the Tennysons without alien butt kicking," said Gwen, slipping her Lucky Girl mask back on.

"This is the best summer ever!" Ben cheered, activating the Omnitrix. "It's hero time!"

He slapped down the faceplate and the scene ended in a flash of green light.


Next chapter: Beach Bravo