High in the sky, above the Earth's stratosphere, Vilgax's giant spaceship floated inside the control bay. A large screen broadcast a news feed from Earth showing Ben in transformed Unbreakable stopping a bank robbery.
"The Omnitrix... wasted on pointless heroics!" Vilgax hissed into his medical tube.
"Shall I send more drones to retrieve it?" His servant asked.
"No..."
There was a hiss as the tube slowly opened and a tall figure emerged.
"I'll take care of it myself!"
"AAAAHHHHH !" Ben shouted as he rose from his bunk.
Hayden threw a pillow at him.
"Shut up! I'm trying to sleep." He muttered before tossing and turning.
"Another nightmare, Ben?" Max asked as he approached his grandson.
"It was that strange alien I'd seen in my vision. Only bigger, uglier and scarier!" Said Ben.
"Are you sure you weren't just looking in a mirror?" Asked Gwen.
"It was just a bad dream. We'll talk about it in the morning, son." Max reassured her, getting ready to turn off the lights.
Ben ruffled his hair. "It seemed so real. He looked me right in the eye and said, 'I'm coming for you now!"
Max and Hayden froze at the words.
"Change of plan, we're hitting the road right now." he declared, starting the engine.
Charmcaster rose from his bed, tired.
"What's going on? It's at least 3 a.m." She said, yawning.
"That's the best way to avoid traffic." Max says eagerly.
The Rust Bucket sped past a field of grazing cows.
"Uh, Grumpa, why are you driving so fast?" Ben asked.
"I want to get to Mount Rushmore before nightfall." Max declared.
"I'm so tired..." Ben sighed, turning to Gwen who was on her laptop. "Let me play a game."
"I will, but I think this will be a good lesson for you to learn how to entertain yourself." said Gwen.
Ben frowned, then a devilish grin appeared on his face. Gwen was minding her own business when her computer stopped working.
"Hey, what's going on?"
The screen flashed and switched to Upgrade.
"Sorry. You're a loser. And you always will be."
"Aah! Ben, get off my computer!" She said angrily as she began to shake the laptop.
"What? I'm having fun!"
"This is my private property! And you've got lice everywhere."
Hayden and Charmcaster watched them bicker for the billionth time.
"I hope I'll never be as irresponsible as Ben with my watch... although if I drink too much it's playable." Hayden commented.
"Anyway, we're still too young to drink." Charmcaster smiled.
"Uh... yeah..." Hayden nodded, having forgotten that he'd turned 15 when he arrived in this world.
"Ben! Now is not the time to turn yourself into an alien! Do you understand? We can't afford to attract attention right now!" exclaimed Max from the front seat.
They all looked at him.
"What kind of attention are you talking about?" Hayden asked as Ben returned to normal.
"Never mind." Max said, turning his attention back to the road.
They all looked at each other.
As they sped along, Ben saw clouds of smoke rising from a town in the distance.
"What's going on over there?" Ben asked.
"I'm sure the local authorities have the situation well in hand." Max declared.
Ben saw some kind of huge explosion.
"Looks like it's hero time!" He shouted, activating his watch.
"Ben, no!" Hayden said in panic, but it was too late.
Ben had already transformed into Heatblast and was halfway to the city.
Gwen and Charmcaster looked at Hayden, both puzzled by his reaction and urging him to intervene.
"Y-yeah, yeah. I know." Hayden says, quickly trying not to look stressed as he activates his Omnitrix. "Please, Glacial, or whatever alien allows me to be stealthy."
He pressed and transformed into Grey Matter.
"Of course..." he sighed, even though he'd really done it on purpose.
In fact, he didn't want to fight what was waiting for him just yet. But not for the surprise effect this time, unlike the time with the robots and bounty hunter sent by Vilgax... but because he was afraid.
The camper skidded to a halt to see Heatblast standing over a large alien stuck in the melted sidewalk.
"No! It can't be..." Max sighed.
"So you don't act so tough when you can't move, do you?" Heatblast teased.
"Ben, Grumpa says go upstairs, now!" Gwen shouted.
"What are you talking about? I'm about to kick some alien ass!" Said Heatblast.
Just as he says this, Omnitrix's time expires.
"Benjamin! Get in!" Max ordered.
Ben jumped into the Rust Bucket, which immediately began to roll again. Hayden, who had become human again, turned around as the alien slowly climbed out of the tar.
"Trust me when I say, you don't want to fight Vilgax". Max said sternly.
"Er... How do you know his name is Vilgax?" Ben asked.
"Grumpa, what aren't you telling us?" Gwen asked.
Max said nothing and continued driving.
A sudden laser blast sent the Rust Bucket off course.
"We've got company." Hayden announced as he looked out the window and saw two droid robots flying towards them.
"Two robots approaching!" Gwen shouted.
"Hang on!" Max said as he pressed the accelerator pedal, speeding up to dodge the laser barrage.
Charmcaster leaned out of the window and began firing mana beams at the droids, but she couldn't get a clean shot.
"We can't go on like this forever!" Gwen shouted.
"Things are going to get worse if we don't get to Mount Rushmore." Max declared.
"Why?! What's on Mount Rushmore?" asked Gwen.
"Gwen, this is no time to explain! You're just going to have to trust me!"
Hayden quickly noticed that one of the droids was now targeting Charmcaster.
"Look out!" Hayden shouted, grabbing her by the waist and pulling her inside just as the laser shot where her head had been just seconds before.
"Are you all right?" He asked, looking down at Charmcaster in his arms.
She stared at him for a moment before pushing him away.
"I'm fine!" She said, looking away so he wouldn't see her blush.
"Well, I don't know about you, but I'm not going down without a fight." Said Ben, activating his Omnitrix.
"Ben, wait!" Max shouted.
Ben transformed into a Stinkfly and flew towards the door. He slipped through the lasers and landed on one of the drones.
The other drone took aim at him, but Stinkfly fired his mud directly at the gun, causing it to overload and explode. He used his pointed tail to pierce its engine, sending it into a spin and crashing to the ground.
"Fly like a butterfly, but sting like a stinking fly!"
Vilgax appeared from nowhere and attacked Stinkfly. Stinkfly tried to fly away, but Vilgax had a firm grip on his tail.
"Give me the Omnitrix!" he demanded.
Stinkfly spat in his face, causing him to lose his grip and fall to the ground, but seconds later, he was leaping towards him. Stinkfly stepped aside as he tried to catch him.
"Who's that guy?" Stinkfly said to himself.
Vilgax landed in front of the Rust Bucket. Max took a sharp turn and continued on his way.
"Where are we going?! We've got to help Ben!" Said Gwen.
Hayden looked at his Omnitrix, hesitating, but eventually looked down, looking guilty.
"I can't do anything to help him yet." He said, lying a second time.
"You used to be able to transform yourself for longer, and you didn't need it to recharge. And you never had a problem like Ben." Says Charmcaster.
"I don't know, maybe it's a safety triggered by the presence of Cthulhu. Given that he seems to control the drones," lied Hayden, making a credible hypothesis.
"Given how much he seems to want Ben's watch, and not for good reason given the damage he's doing, I wouldn't be surprised. Charmcaster agreed.
"And while we're on the run, Ben could die! Hayden, do like Ben and fiddle with your watch until you're transformed! Do something, anything!" Gwen demanded.
"We'll help, but first we have to get special help." Max declared.
"Let me guess. Mount Rushmore? Grumpa, you're really scaring me." Said Gwen.
The Rust Bucket rolled down a chaotic, unpaved road towards the heads carved into the mountainside.
"I don't think tourists are allowed on this road." Hayden declared.
"We're not tourists. We're renters." Max declared.
They stopped in front of a "ROAD CLOSED" sign. Max reached under the dashboard of the Rust Bucket and pressed a hidden button. The ground beneath the motorhome suddenly began to lower them into a hidden tunnel.
The camper stopped and Max got out, followed by the children. They walked along an empty corridor that looked like a secret underground facility.
They came to a room full of small compartments. Max began to open them and looked inside to see mostly high-powered firearms.
"Max, are you with the Men in Black or something?" Hayden asked rhetorically, picking up one of the weapons and examining it, when everyone thought he was asking a real question.
"Something like that." Said Max, continuing to look into the compartments.
"That's enough!" Gwen suddenly shouted. "I'm not taking another step until you tell me what's going on! Why aren't we helping Ben? What is this place? And how do you know this alien who's after Ben?!"
Max seemed to have found what he was looking for and pulled out a giant pistol with an attached visor.
"Well, it's a bit complicated. But let's just say I wasn't exactly a normal plumber before I retired."
Charmcaster looked at Hayden.
"Hey, don't look at me. I've known him only slightly longer than you."
They returned to the Rust Bucket and climbed back to the surface using the secret elevator.
"This weapon is linked to Vilgax's bio-signature. With any luck, it'll take him down for good this time." Max declared.
"This time?" Gwen repeated.
"There's a little red button under that piece of furniture. Press it."
Gwen reluctantly opened the cabinet and pressed the red button. She gasped as a holographic display appeared on the front window.
"GPS-assisted tracking system. It's locked onto the watch signal." Max explained.
"Why isn't my watch on it?" Hayden asked, looking at the red dot on the screen.
"Your Omnitrix seems to be emitting a different frequency than Ben's. Whoever made it probably designed it that way intentionally so no one could find it." Max explained.
"But then why was that cyborg biker girl only after Hayden?" Gwen wondered.
"She must have followed the signature of the one Ben saw, and saw Hayden's, thinking it was hers that was emitting the signature."
Charmcaster looked at Hayden.
"A cyborg biker chick?"
"It's a long story, and not one of my more heroic moments." Hayden declared, remembering how badly he'd maimed Rojo.
"Before we go any further. Gwen, Charmcaster, can you leave Hayden and me alone?" Max asked.
The girls hesitated, but after a few seconds agreed.
"So, why did you refuse to help Ben?" Max asked, calmer than you'd expect from someone who'd understood that his grandson was being left to risk his life without doing anything.
"I should have known you'd understand." Hayden declared, leaning on one of the drawers and lowering his eyes.
"Yes, but I don't understand why. Usually, as soon as he's in a bad way, you go to help him, whatever the risk." Max said, putting a comforting hand on his shoulder. "I promise I won't get upset."
"All right." Hayden sighed, covering his Omnitrix with his hand, quickly looking for an excuse not to tell him his secret. "I also had a nightmare with Vilgax in it. I was fighting him, and I lost... not just the fight... but all of you too. I'm afraid if I face him it'll happen."
He wasn't really lying. He was afraid of the consequences if he lost the fight. If Vilgax got hold of his Omnitrix and could use master control over his army to conquer the galaxy. And above all, the idea of seeing those who had practically become his family on this trip die because of him.
"It's normal to be scared, my boy. Especially in front of him." Max reassured him. "But don't worry, we'll save Ben, and be done with Vilgax."
Hayden pretended to be reassured by Max's words, but he didn't believe in the second part at all.
He knew Vilgax would survive. And he couldn't kill him himself without turning all his knowledge upside down. That was what terrified him most: he couldn't kill him, but he wouldn't hesitate to end his life to get the Omnitrix.
The Rust Bucket stopped in front of a cliff, looking out over a vast valley where a giant spaceship was slowly rising into the sky.
"There's the spaceship!" Gwen shouted.
"We've got to get on board!" Said Max.
"How?"
Max smiled as the dashboard opened to reveal a new set of buttons, pressing one of them.
The Rust Bucket's bumper extended forward as the engine emitted a roar and the vehicle sped toward the edge of the cliff.
Gwen screamed in terror as the camper jumped off the edge and flew through the air towards the spaceship.
"We're all going to die !" shouted Hayden.
There was a loud bang as the Rust Bucket ripped through the metal walls of the ship and crashed directly into an unsuspecting Vilgax.
"Look out! Hull breached! Power surge!"
A robotic alarm went off as Max stepped out and aimed the blaster at Vilgax.
"Don't touch my grandson, Vilgax!"
"Grumpa?!" Ben exclaimed from a machine from which he was suspended.
"Tennyson!" Vilgax growled, his red eyes sparkling with deep hatred.
Before he could do anything, Max pulled the trigger and fired directly into Vilgax's chest, sending him flying through a wall.
"Grumpa, do you know this guy?" Ben asked as Max dropped the gun and rushed to his grandson's side.
"It's a long story." Max told him.
Suddenly, the machine to which Ben was connected began to spark with electricity. The Omnitrix crackled with energy and Ben suddenly switched to XLR8.
"Hey..."
He then changed into Unbreakable.
"What's going on..."
Then he turned into Wildmutt.
"ROOOARR!"
"The power surge must have affected the watch." Said Max.
Wildmutt then transformed into Four Arms, who let out a roar and freed himself from the machine, then ripped it from the ground and threw it against the wall. There was a small explosion and the ship began to fall slowly from the sky.
"Look out!" Gwen shouted.
Four Arms blocked a barrage of lasers as a swarm of droids flew towards them, firing their lasers.
Four Arms was about to hit one, but before he could strike, he transformed into Ghostfreak and his fist shot through him.
"Oh, come on!"
Charmcaster began slaughtering the droids with his mana blast while Max grabbed a drill from somewhere and rammed it into one of them.
In the chaos, Hayden failed to notice the large shadow hovering over him.
"Tennyson!"
Max looked up and his eyes widened in horror as he saw Vilgax standing by the hole made by the Rust Bucket, one clawed hand gripping Hayden's left arm tightly.
"You've been a nuisance to me for too long, Tennyson!" Vilgax hissed. "Mark my words, I'm going to get the Omnitrix back and make you fall to your knees before me. But first, I'm going to take away everyone you love. One. Par. One."
"Hayden!" Max shouted, but it was too late.
The last thing they heard from Hayden was his screams as Vilgax threw him out of the hole and crashed toward the ground below.
"NO !"
Before they could stop him, Charmcaster ran after him and dived out of the hole after Hayden.
"Charmcaster!"
The wind howled in Charmcaster's ears as she dove toward Hayden.
"HAYDENNN !"
She reached out toward him, grabbed him by his jacket and wrapped her arms around him.
"No! Why did you jump!" Hayden shouted, now even more worried than before.
"I don't know! I panicked!" Charmcaster shouted.
Hayden then activated his Omnitrix and had to change his plans.
"I was hoping I wouldn't have to use it again!"
Back on the ship, Max rushed toward Vilgax in a fit of rage, but Vilgax simply pushed him away.
"Your gun won't do you any good, Tennyson. As you can see, I'm much stronger than when we last met." Vilgax said.
"HEY!"
Vilgax looked up and was struck in the face, causing him to stumble backwards. A figure emerged from the hole in a brilliant blur and landed in front of them before hitting the ground, revealing Hayden transformed into SnakeEyes, holding Charmcaster in his arms.
"Are you all right, Max?"
Max looked up at the shocked alien as he set Charmcaster down.
"Hayden?"
"Yeah, that's me." Said SnakeEyes-Hayden.
Vilgax slowly stood up, then his eyes widened when he saw the symbol on Hayden's chest.
"Impossible! A second Omnitrix, with... his DNA?!"
SnakeEyes-Hayden looked down at his hands as no one paid any attention to Vilgax's last remark, not even him.
"Okay, new guy, let's see what he can do compared to facing Zombozo."
He rushed at high speed towards Vilgax's torture arsenal, using his arms and the tentacles coming out of his handles to pick up several weapons and hit Vilgax with them.
"Cool." Ghostfreak-Ben exclaimed, now in Upgrade mode.
"Insolent..." Vilgax growled.
SnakeEyes-Hayden seemed to grin before lunging at Vilgax to hit him hard in the jaw, sending him flying.
"I won't let you hurt them!" SnakeEyes-Hayden shouted as he felt something strange in that form the longer he held it.
Vilgax looked up at him and let out a furious roar as he collided with Hayden and they both fell out of the hole.
"I'll take care of him!" He shouted to them while they could still hear him.
"Hayden!" Charmcaster shouted, worried.
"We've got something else to worry about right now." Said Ben as he now Upgraded and controlled one of the drones.
As the two aliens fell, SnakeEyes-Hayden kicked Vilgax away. He reached out with his tentacle and grabbed hold of one of the faces on the mountainside. He swayed in the air before landing successfully.
"I'm fine... for now..." Said SnakeEyes-Hayden.
"Aaaaaahhhhhhhh !"
He looked up to see Upgrade fall from the sky then transform into Ripjaws. SnakeEyes-Hayden stretched out an arm, causing a tentacle to spring up and grab the aquatic alien, pulling him towards him.
"Sometimes I hate this watch." Ripjaws groaned before suddenly starting to pant. "I can't... breathe... I need... water..."
There was a loud noise as Vilgax landed in front of them.
"Oh, dammit!" SnakeEyes-Hayden exclaimed.
"How fortunate for me. With the power of two Omnitrix, I'll be invincible, especially with one of them containing his DNA!" Vilgax exclaimed.
"His DNA?" Said SnakeEyes-Hayden, finally picking up on this information. "Who are you talking about?"
"Don't you know?" Said Vilgax as we could practically hear him smiling. "Then I won't spoil the surprise for you."
In response SnakeEyes-Hayden tightened his fist and tried to hit Vilgax, who caught him this time.
"Oh shit."
Vilgax caught it and placed it above his head before smashing it directly onto his knee.
"It was definitely my body what would break first..." SnakeEyes-Hayden commented, almost laughing at his anachronistic reference, as Vilgax threw him to the ground then turned his attention back to Ben.
"You're a slippery little fish, little one! But not anymore." Vilgax said, about to grab him, but Ben was changed to XLR8 and abruptly stepped aside.
"I can still give you a hard time!" Said XLR8 as he sped away.
"You can't hide from me forever, kid!" Vilgax shouted at him, but he didn't notice him circling the mountain and racing towards him.
"That wasn't my intention. Hi!"
XLR8-Ben collided with Vilgax, raising a cloud of dust. When the dust cleared, he revealed Vilgax still standing, looking at XLR8-Ben who had fallen to his knees.
"Ohhhhh... I'm going to feel that tomorrow..." XLR8 groans.
"For you, there is no tomorrow" Vilgax said. The cylinders in his arms crashed into them as their mass expanded. He raised his reinforced arms about to crush XLR8-Ben, who was pushed aside just before impact.
"I've discovered something: this species has a remarkably effective self-healing factor." Said SnakeEyes-Hayden, retracting his fist. "Now, let's pick up where we left off."
Vilgax looked at Hayden and grunted, XLR8 taking the opportunity to kick him in the face and run away.
"You can't escape me!"
XLR8-Ben and SnakeEyes-Hayden began launching a salvo of attacks at Vilgax, who repelled them all. XLR8-Ben rushed towards him but Vilgax caught him, spun him around like a rag doll before throwing him straight at SnakeEyes-Hayden.
Ben charged at him again, this time firing crystals in the form of Unbreakable. Vilgax blocked the shards, then grabbed him by the face and hurled him to the ground.
"Oh, man! Should've seen that one coming, I guess." Unbreakable-Ben groaned.
Vilgax raised his fist and slammed him to the ground. Unbreakable-Ben closed his eyes, felt nothing, then opened them again.
"Yes! Sometimes I love this watch!" He said, now in the form of Ghostfreak.
Ghostfreak-Ben waved as he became intangible, passing under the rock. SnakeEyes-Hayden emerged from the rubble and saw the spaceship hovering above them.
"I don't know who your Vilgax pilot is, but I'll respect the bro-code and give you a piece of advice: fire him." SnakeEyes-Hayden commented, extending a tentacle, grabbing the spaceship and rising into the sky, raising his middle finger to Vilgax as he went.
The spaceship sank lower and lower to the ground before crashing into the forest, while SnakeEyes-Hayden climbed over the side and jumped to the top.
At the bottom, Ben, now changed into Wildmutt, was confronted by Vilgax holding an unconscious Gwen and Max.
"The choice is yours... You or them." Vilgax said.
Wildmutt grunted but bowed his head in surrender.
"What nobility." Vilgax said as he approached him, tossing Gwen and Max aside. He pressed the symbol on his epaulet, turning it back into Ben.
He picked it up and started walking towards the ship.
Max and Gwen slowly came to and saw Vilgax.
"Vilgax, no! Don't go back in there!" Max shouted.
Vilgax ignored him and jumped into the hole as the ship took off. Suddenly, an alarm sounded.
"The self-destruct launch sequence has been initiated!"
Vilgax dropped Ben and ran to the control panel to discover that the controls were completely fried.
"TENNYSON! You're a thorn in my side!" Vilgax shouted
Vilgax turned to grab Ben and go when he was hit by a mana explosion, causing debris to fall around him and pin him to the ground.
"Yeah, I know. It's in their nature." Charmcaster told him.
"Hey!"
They looked around and saw SnakeEyes-Hayden standing near the hole. "Come on, let's get out of here!"
"NOOOOOON !" Vilgax shouted as Ben, SnakeEyes-Hayden and Charmcaster jumped out of the exploding ship.
Max and Gwen ran to where the spaceship had taken off to see Ben, Charmcaster and Hayden, now human again, looking up at the sky.
"Not bad for a couple of idiots." Said Gwen.
Hayden smiled, then looked at Charmcaster.
"We couldn't have got rid of him without you, Charm..."
"Hope."
"What?"
Charmcaster looked at him.
"That's my real name. Hope." Said she looked away, blushing slightly.
He looked at her for a moment, then smiled.
"You don't know how glad I am you told it to us." Hayden said, taking her hand lightly without the Tennysons noticing.
Charmcaster, or Hope, smiled and gently felt his hand in hers.
Ben looked at Max.
"Grumpa, we really need to talk."
They smiled as they looked up at the sky and watched the pieces of Vilgax's ship fall like shooting stars.