In the Prime Timeline.

A few aliens that had black amour was walking around they were loading things up when one of them punched his teammates.

"What's your deal?" One asked.

"You can't do the time don't do the crime" That one says and morphed back into a leopan as she had muddy skin and tossed a mud ball at one as it nailed him in the face as more ran for her.

She smirked and melted causing 2 of them to punch each other then she reformed and leaped kicking one then does cartwheels dodging attacks and leaped up doing a backflip and landed and morphed her hand into a mallet and rushed and whacked one then whacked another.

A few shoot wood as the leopan got some stuck in her but removes it and smirked as she leaped and kicked one then hits another with the mallet as she dodged wood sticks and lunged for another with a loud battle cry.


Chapter 7: Ultimate Infiltration

After a while of driving and crime fighting, our heroes stop at an arcade before evening. Prime Gwen, Kevin, and Zed were going out for a walk around the block, and the Bens, Rook, Reboot Gwen, and Max were in the arcade. Prime Ben and Rook were at an air hockey game with Max, while Reboot Ben and Gwen were on a racing game.

"Alright. The match is currently tied with Ben Tennyson and Rook Blonko, ten to ten," Max said like an announcer, "Who will be the winner and become the new Ice Hockey World Champion."

"I was not aware that there was so much at stake," Rook said, "If we are competing in the finals of this sport, I was expecting it to be in a stadium."

"Dude, Grandpa… Max… this world's version of Grandpa Max is just trying to up the drama," Prime Ben said, "There's not an actual world championship going on right now."

"There is not? I was worried," Rook said, "I did not want to let any fans down."

"So, ready to play," Prime Ben asked.

"I am ready to play," Rook said.

The two then continued playing.

Meanwhile with Reboot Ben and Gwen…

"Yes I won!" Reboot Gwen exclaimed as she had beaten Reboot Ben in the game and began a victory dance.

"Hey, what ever happened to 'best two out of three'?" Reboot Ben asked, "You're not out of the woods yet."

Gwen reached into her pocket to get another token but found her pockets empty.

"Sorry Ben, I'm out of tokens," Gwen said.

"Don't look at me for more, I used up all of mine," Reboot Ben said.

"Maybe you should've rationed your tokens more carefully," Gwen suggested, smirking.

"Sorry, but Sumo Slammers Super Ninja Team Up Ultimate X5, I had to use my tokens there was no other way," Reboot Ben said.

"You can borrow my tokens," a voice said.

Reboot Ben and Gwen turned to see a boy who looked about eleven years old. He had pale skin, and black hair. His eyes were blocked by a pair of sunglasses. He wore a black baseball hat, a black shirt under a white jacket, and white pants. He wore a pair of black and white sneakers with black stripes. His entire right hand, except for his fingers, was completely bandaged up.

He gave Reboot Ben and Gwen his tokens and greeted them.

"Names Alex," the boy, now dubbed 'Alex', said, "You must be Ben Tennyson, the one from this dimension. I've seen you on the news. Big fan."

Alex said all of this while being completely cool like he wasn't talking to a superhero.

"Yeah, and this is my cousin, Gwen," Reboot Ben said.

"Nice to meet you both. Say, how about I invite you two for lunch at a table over there," Alex said, pointing at the restaurant area of the arcade, "Just a little gift for two of my heroes."

Alex went over to the table to prepare ordering. Reboot Ben was about to follow him but was stopped by Gwen.

"Ben, don't you think that you are jumping ahead a bit? You just met the guy and we hardly know anything about him," Gwen said.

"Hey, I'm a superhero. If people want to get a chance to get a closeup with me, then who am I to say 'no'?" Reboot Ben asked.

Reboot Ben went over to the table and Gwen reluctantly followed him. When the two of them got to the table, the waiter came to take orders.

"So children, what'll it be?" The waiter asked.

"I'll take a hotdog please. Hear you guys make mean ones. Can I please have a soda with it too?" Reboot Ben asked.

"I'll just take a small water and a salad please," Gwen said.

"I'd would appreciate some chili fries, with cheese and a disgusting amount of onions," Alex said.

"Sure thing," the waiter said before leaving.

"So Alex. How long have you known about Ben?" Gwen asked.

"Ever since I first saw him on the news a few weeks ago," Alex answered.

"Which Ben do you think is cooler?" Reboot Ben asked, "Me or the other one?"

"I think the other one," Alex said, "Look, you're cool and all, but he has more aliens and more experience."

"Seems fair. Though I kinda think that applies to both of us, since we're sort of the same person in a way," Reboot Ben said, "Maybe I should introduce you to him."

"NO!" Alex said in fear and anger, receiving a scared look from Reboot Ben and a mean look from Gwen.

"Sorry, I… don't think I should," Alex said, "You're easy to talk to because your one year younger than me. But he's five years older than me. What if I slip up? What if he makes fun of me?"

"No, I'm sorry," Reboot Ben said, "I'm pretty sure the other Ben would like to meet you, but I respect your decision."

"Thanks," Alex said.

"Your food, Sirs and Ma'am," the waiter said coming back with a tray.

Reboot Ben and Gwen took their food but Alex got excited over his food.

"Chili Fries!" Alex said before grabbing his food, and the waiter leaving. He inhaled the scent through his nostrils before eating with no restraint.

"You sure you can trust this guy? You met the guy a few minutes ago and now he's your friend? He seems quite sketchy and skeptical," Gwen said.

"That's what you said about everyone I ever met and look how they turned out," Reboot Ben said, "Why do you have to be so overprotective?"

Meanwhile with Prime Ben, Rook, and Max…

Prime Ben had beaten Rook at air hockey.

"Yeah, and Ben Tennyson wins the World Championship. The crowd goes wild," Prime Ben said before imitating a crowd cheering by whispering a yell.

His victory was cut short however when he heard a crash outside. They looked to see Prime Gwen and Kevin fighting Bashmouth. Prime Kevin absorbed the metal in Bashmouth's gauntlets and punched Bashmouth in the face. Prime Gwen blasted a few mana attacks at Bashmouth, who blocked them before charging at her. Prime Gwen created a force field to block the attack and Zed bit Bashmouth's tail and tugged on it. Prime Kevin punched Bashmouth in the face when he looked back, but Bashmouth retaliated by punching Prime Kevin, knocking him back. Zed went over to Prime Kevin's side and Prime Ben and Rook came out to join the fight.

"Hey again Kid Kevin," Prime Ben said, "If you wanted to be defeated, all you had to do was ask. Now let's see how tough you are against Shocksquatch."

Prime Ben hit his Omnitrix and transformed into a small monkey-like alien with four arms, three pairs of green eyes, two legs, three fingers on each hand and three toes on each hand-like foot, blue fur over a dark blue center, and a tail with two white stripes near the tip. His hair is flipped up, and he wears two green sashes going across his chest. The fur on his head is spiky with white stripes. His nose is shifted to his forehead. He wears the Omnitrix symbol on his chest, connected to the sashes. This is Spidermonkey.

"Why do you hate me Omnitrix?" Spidermonkey asked.

Bashmouth lunged at Spidermonkey, who dodged the attack and climbed up a pole. He shot webbing from his tail at Bashmouth's feet before jumping onto his right shoulder.

"Hey Kid Kevin. By the way, you got something on your face," Spidermonkey said before using his tail to cover Bashmouth's face in webbing and jumping off.

"Although frankly, it's an improvement," Spidermonkey said as Bashmouth tried to rip off the webbing, "He's all yours Gwendolyn."

Gwen blasted Bashmouth with a bolt of mana and knocked him back. Bashmouth tore off the webbing and charged at Spidermonkey again and got his metal teeth out. Bashmouth bit Spidermonkey by the tail before sending him into the side of a building. Spidermonkey got back up and swung on a web before kicking Bashmouth in the face. Bashmouth turned into Skunkmoth, and tried to shoot Spidermonkey with poison gas. Spidermonkey evaded the attack and when Skunkmoth charged at him, he created a large web to trap him.

"Looks like I caught a fly in my web," Spidermonkey said before Skunkmoth turned into Undertow.

Undertow blasted the web and Spidermonkey with water.

"Down came the rain and washed the spider out," Undertow said.

Spidermonkey landed on the ground and turned back to normal.

"Let's see how Undertow likes it when his water is frozen solid by Arctiguana," Prime Ben said before slamming the Omnitrix again and turning into a small humanoid covered by a white containment suit made of silicon, making his body a living amplifier. One of his most noticeable features is a square appendage resembling an MP3 player behind his back with a port on it, decorated with a 10 symbol. He has green circle-shaped indents on the back of his hands that are soundholes, and the inside of his mouth is also green with lines that give it the appearance of an amplifier. He also wears headphones with two pronounced black stripes. He has green bulged out eyes, and stubby legs with three toes on each foot. He has a circular shape on his stomach. He wears the Omnitrix symbol on his forehead.

"Echo Echo?" Prime Ben, as Echo Echo, said, "Why am I not surprised?"

Rook shot at Undertow with his Proto-Tool before he shot water at him.

"Hey, over here you Copycat Clod," Echo Echo said.

Undertow tried to slam a Echo Echo with a slime whip, but Echo Echo evaded by splitting in two. Both clones ran towards Undertow, who launched pressurized water blasts at them. The Echo Echos cloned themselves to dodge the attacks until there were a total of ten Echo Echos. Undertow turned into Crystalfist and threw a huge crystal at the Echo Echos, who all jumped to avoid the crystal and fired sonic blasts from their mouths at Crystalfist, causing him to cover his ears and get knocked back. The Echo Echos lined up for a combo attack.

"WALL OF SOUND!" The Echo Echos shouted before unleashing a huge soundwave at Crystalfist, causing him to crack up. The Echo Echos surrounded Crystalfist for another attack.

"SONIC DOOM!" The Echo Echos shouted before encasing Crystalfist in a soundwave dome. Crystalfist was about to break up, but he turned into Hot Shot and surrounded himself in an explosion, knocking back all the Echo Echos, forcing them to come back together. Echo Echo turned back into Prime Ben.

"You fought well Doofus-son," Hot Shot said before turning into Rush, "But I'm the big tough guy here."

Rush charged at Prime Ben before jumping high into the air and turning into Quad Smack to smash Prime Ben.

Prime Ben sighed, "You know what Omnitrix. I want you to give me something useful, but I'll never get a guy good enough for this situation. So go ahead. Surprise me."

Ben tapped on his Omnitrix and transformed into a somewhat humanoid dinosaur standing about twenty feet tall with an armored hide that is colored light brown on its outer side with minor plating on his shoulders, tail, back, arms, and upper legs. It is also beige on its inner side, including the chest, abs, inner arms, and lower neck. He has three fingers and a thumb on each hand and three grey, elephant-like toes on each foot. His knee caps and finger joints also bulge out. He has grey fingernails, a slightly big chin, green eyes, and a muscular build. He has elephant-like feet and a lengthy lizard-like tail. His somewhat square-like head is somewhat hunched forward and the beige area of his neck is wrinkled. His lower jaw is protruding while his almost human-like nose on his forehead appears to be squished inward. His lips are black and have wrinkles. He also has two green eyes with thick black outlines. He wears black briefs with a white waistband, and a green and black sash across his chest, going from his right shoulder to the left side of his lower back, containing the Omnitrix symbol. This was Prime Ben's Humungousaur.

Humungousaur punched Quad Smack, who was in midair, sending him flying to the side of a building.

"Humungousaur! For real?!" Humungousaur asked in satisfaction, "Oh yeah!"

"Who's the big tough guy now, Tiny!?" Humungousaur asked Quad Smack while charging at him.

Quad Smack got up and turned into Wreckingbolt, and rolled into a ball and jumped towards Humungousaur. But Humungousaur hit Wreckingbolt downwards, causing him to bounce and unroll. Humungousaur punched Wreckingbolt into the wall of a building, causing him to bounce again before hitting him with his tail in the direction he was bouncing. Wreckingbolt smashed through the wall, but got up and hit the Antitrix symbol.

Wreckingbolt transformed into a humanoid dinosaur that is approximately 20 feet tall. His body is muscular with two arms and two legs. His legs are shorter than his arms. He has elephant-like feet and a lengthly lizard-like tail. His armored hide is light grey, with minor plating on his shoulders, tail, back, arms, and upper legs. He has a white chest, abs, inner arms, and lower jaw. Black, stone-like spikes, each shaped like the dorsal fin of a shark, run down his spine from the top of his neck to a black mace on the end of his tail. The mace is black and spherical with three silver spikes shaped like stalagmites, being one large spike on the middle and two smaller spikes on the sides. He has three fingers and a thumb on each hand and three black, elephant-like toes with sharp claws on each foot. His knee caps and finger joints also bulge out. His square-like head is mostly hunched forward and the white area of his neck is wrinkled. Both his lower jaw and brows are protruding while his almost human-like nose appears to be squished inward. His lips are black and have wrinkles. His teeth are yellowed and minorly fanged. He also has two red eyes with thick black outlines. He wears grey armor that covers his whole head(except for his mouth and eyes), back, shoulders, lower arms, knuckles, and the back of his neck. The armor on the arms and shoulders each have three black spikes on them, and his back armor has three black spikes on each side next to the natural spikes. There is one black spike on his helmet, and one black spike on each side of his chin. There are three black spikes on his knuckle armor acting as spiked knuckles. He wears the Omnitrix symbol on his chest. This is Terrorannosaurus Rex.

"Wait, you have Humungousaur too?" Humungousaur asked.

"That's Terrorannosaurus Rex," Terrorannosaurus Rex said, "I came here to find something for my boss, not to get into a street fight. But there's no reason I can't do both."

Terrorannosaurus Rex charged at Humungousaur with one fist reeled back for a punch, but Humungousaur managed to use Terrorannosaurus Rex's strength against him, and flipped him when he caught his fist. Terrorannosaurus Rex swung his tail at Humungousaur, who caught it and threw Terrorannosaurus Rex into the street. Terrorannosaurus Rex got back up and charged at Humungousaur again. The two dinosaur-like titans engaged in an armlock. Rook shot with his Proto-Tool, Prime Gwen fired mana attacks, and Prime Kevin threw a lamppost at Terrorannosaurus Rex to distract him.

Reboot Ben, Reboot Gwen, and Alex came out to see what was going on, but they arrived to the fight behind Terrorannosaurus Rex. Terrorannosaurus Rex noticed them and tried to crush them with his tail, but Alex jumped towards them and knocked all three of them out of the way.

"You saved us?" Reboot Gwen asked.

"Yeah, why not?" Alex asked.

Humungousaur got the upper hand in the arm lock by increasing his size to the point of becoming twice Terrorannosaurus Rex's size. Humungousaur disengaged his right fist in the arm lock, and flicked Terrorannosaurus Rex straight into a wall.

"Kevin, I have located the exact location of the core," a voice that only Kevin could hear said through the Antitrix, "I'm sending you the coordinates. I'll be right behind you, I'm keeping an eye on Tennyson. Find the core and bring it to me."

Terrorannosaurus Rex hit his Antitrix and turned into a purple, humanoid manta ray-like alien with red eyes, black outlines on his face, red horns extending from his nose, gills underneath his arms, bat-like wings with a red patagia, a long purple tail, and two red lightning bolt-like stripes coming down from his shoulders and a red lightning bolt mark under his chest, both of which come to the Antitrix symbol on his chest. This is Deathray.

"Sorry losers, but Deathray's got to fly," Deathray said before flying away.

Humungousaur transformed back into Prime Ben.

"You guys track him down and follow me, meanwhile Astrodactyl is ready for takeoff," Prime Ben said before hitting his Omnitrix.

He now resembles a cross between a pterodactyl and a glider. He has a large yellow beak-like mouth, green eyes, red skin, black and green clothing on his shoulders and waist, green braces around his wrists and ankles, and small, yellow, retractable wings that resemble a glider in appearance which are connected to a 'jetpack'-like structure on his back. He wears the Omnitrix symbol on his left shoulder. This is Astrodactyl.

Astrodactyl took off and Reboot Ben turned into Jetray and flew with Astrodactyl, while Rook got Max from the arcade and got into the Proto-TRUK with both Gwens, Prime Kevin, and… Alex?

"Wait… Alex? What are you doing here?" Reboot Gwen asked.

"I just wanted to see my heroes in action," Alex said, "Don't worry, I came to the arcade without my parents."

"So, care to introduce us to your friend?" Prime Gwen asked with an annoyed and disapproving look on her face.

"Squawk! Hey Kid Kevin, your flight's been cancelled! Squawk!" Astrodactyl said.

Deathray fired red neuroshock beams from his eyes at Astrodactyl, who dodged and retaliated by firing a green energy beam from his mouth at Deathray. Deathray evaded the attack and released a neuroshock beam from his tail. Jetray shot neuroshock beams from his eyes at Kevin's to block the attack. Jetray blasted neuroshock beams at Deathray again but Deathray dodged the attack. However, Astrodactyl created an energy whip and used it to catch Deathray by the right foot and pull him towards himself and then blasted him with an energy blast. Deathray was sent falling back down, but he regained composure and flew down into the clouds. The gang flew after him, only to end up in the desert in a military base of which appears to have been abandoned for decades.

"Squawk! Where are we? Why would Kid Kevin go to an abandoned military base in the middle of nowhere? Squawk!" Astrodactyl asked.

"Whatever he's doing here, I doubt it's for a good cause," Jetray said.

Both Bens turned back to normal and the Porto-TRUK landed behind them and everyone got out of it. Prime Ben noticed Alex however.

"Guys, I don't remember having an extra kid in our team," Prime Ben said.

"Other me this is Alex. He's a big fan of yours," Reboot Ben said.

"Hey there Alex. Nice to meet a fan," Prime Ben said while extending his hand for a handshake.

Alex shook Prime Ben's hand and gave him a smile. When he stopped shaking his hand, Alex held the hand he gave Prime Ben a handshake with and giggled a little. Prime Ben went to talk with Prime Gwen, Prime Kevin, and Rook.

"I like how a fan of mine is with us, but I don't think it was a good idea to bring him. What if he gets hurt?" Prime Ben said.

"Hey, Alex is a good person," a Reboot Ben interjected.

"And you could tell by just meeting him when he got of the Proto-TRUK?" Prime Kevin asked.

"I met him at the arcade," Reboot Ben said.

"Why does that sound familiar?" Prime Gwen asked, eyeing Prime Ben and Prime Kevin with a smirk.

"Okay, not my proudest moment," Prime Ben said.

"Ditto," Prime Kevin said.

"He saved my Gwen though, give him a chance," Reboot Ben said.

"Perhaps we should let Alex tag along for now and watch the fighting from a safe distance," Rook said, "we can return him to his parents when we finish the mission."

"See, Rook agrees with me," Reboot Ben said.

Meanwhile with Reboot Gwen and Alex…

"Hey Alex," Reboot Gwen said, "I was just curious. This may be a touchy subject, but what's under the bandages on your hand."

"That's just an embarrassing scar I covered up," Alex said, "I got it from an accident."

"Sorry… I shouldn't have brought it up. You don't have to show me if you don't want to," Reboot Gwen said.

"It's alright. And thanks for respecting my privacy, I don't want you to look at this," Alex said.

"By the way, I just wanted to thank you for saving me and my cousin," Reboot Gwen said.

"Don't mention it," Alex said, "I'm not much of a hero."

"But you are," Reboot Gwen said, "when I first met you, I felt a bit skeptical about you. But now, I think we can trust you. You were very brave and kind to save my cousin… and me."

"Thanks," Alex said before giving Reboot Gwen a peck on the cheek, causing Reboot Gwen to blush and eventually smile.

"Come on younger, smaller Gwen," Rook said, "we must locate the younger, smaller, evil Kevin."

"Okay, let's bounce," Reboot Gwen said.

"How will bouncing like a ball help us locate the other Kevin?" Rook asked, receiving a look from Reboot Gwen and Alex, "or was that an Earth expression?"

"Earth expression," Reboot Gwen said.

"Okay, we're going to need an alien who has great tracking abilities," Prime Ben said.

"Maybe Wildvine might be able to find my Kevin," Reboot Ben said before hitting his Omnitrix.

Reboot Ben transformed into what appears to be a large orange dog with no eyes, ears, nose, or tail. His posture is somewhat apelike. His teeth are very defined and stick out of his mouth. He has three gill-like nostrils located on each side of his neck. He wears a thin black collar with the Omnitrix symbol on it. This was a new Reboot alien called Wildmutt.

"Woah! I didn't know the other me could turn into Wildmutt," Prime Ben said.

"He can't," Reboot Gwen said, "or at least he didn't use to."

Rook paused for a moment before saying "You all remember when we fought his Kevin for the first time at the mall, right?"

Everyone nodded.

"I think that when both two Bens used that combo attack with Feedback and Shock Rock may have allowed both their Omnitrices to synchronize with each other's DNA data and copy it, allowing both Bens to gain each other's aliens without either Omnitrix losing any. That would also explain how our world's Ben gained into Overflow and why this world's Ben gained Wildmutt," Rook explained.

"Huh… Who knew they could do that?" Prime Ben asked.

"Who knew the plural version of Omnitrix was Omnitrices?" Reboot Gwen asked.

"Anyway, Ben you are now Wildmutt," Prime Ben said, "You have no eyes, so you detect things with those gill-like nostrils on the sides of your neck by sensing everything around you. So find your Kevin."

Wildmutt scanned the area and managed to locate Reboot Kevin's scent. He ran after the scented trail on all fours.

"Wildmutt appears to have located Kid Kevin. Grandpa Max, you stay here with Zed and guard the Proto-TRUK," Prime Ben said.

"Can I come too?" Alex asked.

"I don't have a choice do I?" Prime Ben asked in a somewhat annoyed tone.

"Nope," Alex said, "You never know when you need backup."

In the meantime, let us make like an oak and follow the trail," Rook said, receiving a look from everyone, "I said that expression wrong didn't I?"

"Yep," Prime Kevin said.

The gang went after Wildmutt, who was following his senses and making many turns. Everyone else had a hard time keeping up with the Vulpimancer.

"So the other me isn't patient enough to let us catch up," Prime Ben said, still running, "doesn't matter. He can outrun us, but he can't outrun Fasttrack."

Prime Ben hit his Omnitrix and transformed into a robot-like alien with skin that is made of golden metal, with black stripes and a transparent piece of green glass on his chest in the shape of a hexagon, revealing the gears inside of him. He has a large body, and a key with two holes on his head. There is a black stripe on his back that splits into two stripes with a keyhole between them. He wears the Omnitrix symbol on his chest in the middle on the glass. This is Clockwork.

Clockwork ran slower than his normal form before noticing the alien he currently was.

"Clockwork?" Clockwork asked surprised, in a thick German accent, "This is ridiculous!"

Everyone ran after Wildmutt, with Clockwork trailing behind. Clockwork stopped and started panting.

"Hang on… Let me… catch… my breath," Clockwork said in between breaths, "You know what, fine. If I can't make myself faster, I'll make everything else slower."

With that, Clockwork slowed down time and managed to walk past everyone before catching up to Wildmutt, and walked behind him, much to his boredom. When Wildmutt arrived at a large military warehouse, Clockwork returned time back to normal and both Bens returned to normal.

"This is the place?" Prime Ben asked.

"Wildmutt's senses led me here. My world's Kevin must be in there," Reboot Ben said.

"He's right. I can sense the other Kevin just beyond this door," Prime Gwen said.

"However, we have the issue of the door being locked," Rook said.

"Don't worry about it. Four Arms is a master safecracker. Well, safe smasher anyway," Prime Ben said before hitting his Omnitrix.

Prime Ben turned into an alien that takes the appearance of a green humanoid frog with grey metallic eyebrows and green eyes. He has a bit of darker green under his turtle-like mouth. He has dark green plating on the sides of his lower arms which have hands which each have two fingers and one thumb. He has green feet which each have two sharp, dark green toes on them. He wears a green, black, and white jumpsuit covering all except for his arms and feet. The body portion of the jumpsuit is black and has a green stripe going down the middle that stops at the belt, and a green patch with a white outline on each side, surrounding the sleeveless opening for the arm. The jumpsuit has a green belt, and the pants are black with a green stripe going down each side. He also wears black fingerless gloves, a grey and black mask, as well as the Omnitrix symbol on his back. This is a new alien for Prime Ben called Slapback.

"Hey, you must've gotten Slapback from my Omnitrix," Reboot Ben said.

"Is Slapback strong?" Slapback asked.

"Yeah, but only when-" Reboot Ben said before being cut off.

"Good enough for me." Slapback said, cutting off Reboot Ben, before punching the door. However it didn't budge.

"You said Slapback was strong," Slapback said.

"Only when he splits up. Whenever he clones himself, the clones are stronger than the original Slapback," Reboot Ben said.

"Ah. Thanks," Slapback said.

Slapback then split into two slightly smaller Slapbacks, and both Slapbacks punched the door wide open, before coming back together and turning back into Prime Ben. Reboot Kevin was surprised to see them all and knew he would have to fight.

"The front door was locked so I figured I should knock first," Prime Ben said.

"You losers are all too late anyway," Reboot Kevin said, "I got what I came for."

Reboot Kevin held up a spherical rock with blue energy cracks all over it.

"If you think you're going to escape with that thing, then you're mistaken other me," Prime Kevin said.

"Who said anything about escaping with it?" Reboot Kevin said before turning into Crystalfist, "I just have to wait for my partner to use it."

Crystalfist shot crystal shards at the heroes, but they all got out of the way. Alex hid behind some crates under Rook's orders while everyone else fought Crystalfist.

Prime Ben turned into a blue jellyfish-like alien with white swipes on his body resembling lightning streaks, a main body with three-segmented skirt-like parts for his head, chest and abdomen, and six long tentacles that function as two pairs of arms and a pair of legs. His fin-like tentacles are somewhat pointed and have a few small points on them. He has large, pupil-less green eyes with the black outlining in them being prominent. He wears the Omnitrix symbol on his mouth. This is AmpFibian.

AmpFibian flew towards Crystalfist and blasted electricity at him, electrocuting him. Crystalfist shot crystal shards at AmpFibian, but he turned intangible and the shards went through him without hurting him. AmpFibian wrapped his tentacles around Crystalfist and slammed him to the ground before electrocuting him. Crystalfist turned into Frostbite and phased out of AmpFibian's tentacles and blasted his frost breath at him. AmpFibian evaded the frost breath and Prime Kevin absorbed the metal from a pillar and hit Frostbite in the face while he didn't notice. Prime Gwen shot mana blasts at Frostbite. Frostbite turned into Ore and shot ultraviolet beams at them. Prime Gwen created an energy shield and Reboot Ben dialed his Omnitrix.

"Let's see how Ore likes being mined down by Four Arms' fists," Reboot Ben hit his Omnitrix and changed.

Reboot Ben turned into a grey-skinned, frog-like, bipedal alien who is only less than four inches tall. He has large, orange eyes, with rectangular pupils. He wears a green jumpsuit with a black stripe going down the middle of the chest, which connects to black rings around his neck and waist, black rings around his wrists, and black coloring from the knees down. He wears the Omnitrix symbol on his back. This is Reboot Ben's version of Grey Matter.

"Dang it," Grey Matter said, "Okay, time to think of a plan."

Meanwhile, AmpFibian was flying around Ore before hitting the Omnitrix symbol.

AmpFibian transformed into a vampire-like alien with pale skin, green eyes, and sharp yellow teeth. He wears a black jumpsuit with a green chest and markings, black gloves with green fingers that possess sharp claws, and a green mask with spikes on it. His head is rather large and features green eyes, and his head spikes are part of his suit and they do not cover any part of his body. He also has green flaps under his arms, which resemble the wings of a bat, and wears the Omnitrix symbol on his stomach. This is Whampire.

Whampire flew towards Ore and scratched his face. Ore shot ultraviolet beams at Whampire, who dodged the attack and spat out a crystalline entity, that is a small, dark green, diamond-shaped object with a light green eye, little horns, and black bat-like wings. This is a Corruptura and it hit Ore's forehead. Whampire used his hypnosis to cause Ore to crash into walls repeatedly, but one crash broke the Corruptura, freeing Ore. Grey Matter got onto Ore's face and used his intelligence to locate weak points located in Ore's body. Grey Matter was triumphing over Ore, until he turned into Quad Smack and grabbed Grey Matter and threw him. Luckily Reboot Gwen caught him. Quad Smack went to punch Whampire, but Whampire kicked Quad Smack in the face, grabbed his left leg, and threw him into the other wall. Quad Smack got back up and lunged at Whampire, only for Whampire to kick him into the back of the warehouse.

"We Vladats may not look like it, but we have strength equal to that of a Tetramand," Whampire said in a Romanian accent, "So I assume that seemingly mutated Tetramand would be no different."

Both Bens turned back to normal, Prime Kevin turned back, and Quad Smack turned back into Reboot Kevin. The orb that Quad Smack dropped rolled to Alex, who picked it up.

"Don't worry everyone," Alex said, "I'll make sure that the Fulmini Energy Orb is in safe keeping."

"Thanks Alex," Reboot Ben said before being hit by a realization, "Wait. How did you know what it was when none of us did?"

"This world's Kevin said he needed to wait for me to use it," Alex said.

"Wait. You are working for the other Kevin?" Rook asked.

"WHAT!?" Reboot Gwen asked in shock.

"Working for? No. Kevin is my assistant," Alex said, "I gave him the ingredients and blueprints for his Antitrix and had him trained under Khyber to be one of my greatest successes. Now Kevin, do your thing."

Without warning, Reboot Kevin turned into Dark Matter and sent both Gwens, Rook, and Prime Kevin against the opposite wall before trapping them neck-down in red crystal.

"You must have also been the one who gave Kid Kevin his newest aliens," Prime Ben said, "It doesn't matter though. You're merely a small kid with no true power."

"You always were smarter than I gave you credit for. But not smart enough," Alex said before taking off his sunglasses, revealing two eyes with black markings around them and red pupils. Suddenly Alex started changing. His black shirt and white jacket fused into a red t-shirt with a black stripe, his baseball hat disappeared, his pants turned grey and his hair turned white. He tore off the bandages, revealing a red fingerless glove-like device. The scene shocked everyone, but Prime Ben was the quickest to return to his senses.

"Alex? What's going on?" Reboot Gwen asked.

"Looks like Alex was just a disguise. This is one of my toughest enemies, Albedo," Prime Ben said.

"Good to see that your tendency for stating the obvious has not yet ceased Tennyson," Albedo said.

"I can't believe I was right about you when I first met you," Reboot Gwen said.

"And I can't believe I got your trust," Albedo said, "I guess a peck on the cheek is enough to make anyone trust you these days."

"You what? I'd gag if this weren't so tragic," Reboot Ben said.

"You really thought you could trust me just because I saved you?" Albedo gloated, "Pathetic. That was my plan all along. I see why you are intelligent by human standards. You need it to compensate for your naivety and lack of friends. Of course, this is to be expected from a primitive creature of your low intelligence."

This comment caused tears to form in Reboot Gwen's eyes. This angered Reboot Ben.

"Nobody pretends to be our friend to scheme against us," Reboot Ben said gritting his teeth, "And nobody makes fun of my favorite cousin but me!"

"It doesn't matter. You're too late. The key to restoring the power of my Ultimatrix is mine at last. And with it, ultimate power!" Albedo said, "I have only to integrate this Fulmini Energy Orb with-"

However, Albedo was cut off when the energy orb flew out of his hands to Prime Ben, who was now Ghostfreak, who seized the orb with his telekinesis.

"You talk too much," Ghostfreak said.

"Take care of them Kevin," Albedo said to Dark Matter.

"With pleasure," Dark Matter responded.

Dark Matter used his crystallizing flames to encase Ghostfreak in a red crystal. Ghostfreak phased out, but he left the orb in the crystal. Dark Matter broke the crystal and retrieved the orb and kicked Ghostfreak, who turned back into Prime Ben. Reboot Ben turned into Grey Matter and snatched the orb from Dark Matter. Dark Matter was about to chase him, but Prime Ben tackled him. Dark Matter grabbed Prime Ben and threw him to the ground, he then turned into Quad Smack and restrained him with a bear hug. Prime Ben managed to reach for his Omnitrix and hit it.

Prime Ben turned into a humanoid pile of goo that can take any shape at will. He has an Anti-Gravity Projector that allows him to be mobile and also projects his voice. He has a nose-like beak and he has an amoeba-like shape. The Omnitrix symbol is on the top of his Anti-Gravity Projector. This is Goop.

Goop managed to easily squeeze out of Quad Smack's grasp and went to Grey Matter to play keep away with Quad Smack. However, Quad Smack turned into Undertow and blasted Goop and Grey Matter with water and went to grab the crystal. Goop managed to grab Undertow however, and slammed him against the ground a few times. Undertow managed to blast Goop with water again, causing him to lose structural integrity. Undertow grabbed Grey Matter and threw him to the side. Undertow was about to grab the orb, but Goop transformed again.

Goop turned into a green, turtle-like alien with large flipper-like arms, and stumpy legs. The tips of his arms also have three holes each, which can extend finger-like claws to use as fingers. He has six holes, has brown spots on his upper legs, toes, and shoulders, and has a hexagonal body shape. He has thick black stripes under his green eyes, and his feet each have three toes. He wears the Omnitrix symbol on his chest. This is Terraspin.

Terraspin turned into a propeller and blew Undertow to the wall. He then turned into a propeller again and tries to retrieve the orb through using a wind attack that sucks the orb close to him, but he fails to do so after Albedo throws a crowbar at Terraspin, preventing him from using his wind attack because he was removing the crowbar from his arm.

"Really uncomfortable," Terraspin said before Albedo picked up the orb.

"Now you will all witness true Ultimate Power," Albedo said.

Albedo put the orb on the Ultimatrix and the orb turned into a ball of blue electricity with rocks orbiting it. The electricity and crushed up rocks got sucked into the Ultimatrix and the AI voice responded from it.

"Fulmini energy core absorbed. Disabilitation overridden," the AI voice said.

With that, Albedo turned into his Humungousaur, who has a darker skin color, creamy-white inner side and a red Ultimatrix sash across his chest in the opposite direction as Ben's Humungousaur, and his eyes are the same red as his sash.

"Oh boy. He turned into Humungousaur," Reboot Ben said, "But don't worry. We know Humungousaur's strengths and weaknesses."

"Doubt it," Negative Humungousaur said, "You know this form like the back of your hand now, but the Ultimatrix is fully functional, including the evolutionary function."

Negative Humungousaur turned into a humanoid dinosaur-like creature, with dark blue armor similar to that of an Ankylosaurus. He is bigger and more burly and muscular than Humungousaur. He has grayish-tan skin and his helmet has three yellowish-brown spikes running down the top, and two downward pointing black horns on the sides. He also has spikes on his shoulders, elbows, and tail. His back armour has long spikes running down each side, his plated chest, torso, and shoulders are dark blue with five spikes on each end, his spine, and his tail has a blue mace on the end of it, with silver spikes. His knuckles have silver barrels on them, and his fingers have black claws. His overall appearance is more techno-organic, almost like a cyborg. He has exposed metallic tubes on his skin and black "veins" on his skin. He wears the evolved Ultimatrix symbol on his chest. This is Ultimate Humungousaur.

Ultimate Humungousaur roared startling Reboot Ben and Reboot Gwen.

"What happened to his Humungousaur!?" Reboot Ben asked in shock.

"He turned it into Ultimate Humungousaur, that's what," Prime Ben answered.

Ultimate Humungousaur gave an evil chuckle before speaking, "That's right Tennyson, a hyper evolved Vaxasaurian. I've now restored the Ultimatrix to its full potential. So that means I can change into other aliens too. However I can also turn into Ultimate Aliens again, but neither of you can."

Ultimate Humungousaur transformed both his arms into four-barreled missile launchers and fired missiles at both Bens' feet. The Bens managed to run for cover behind two pillars.

"Maybe I don't need to go Ultimate," Prime Ben said before hitting his Omnitrix.

Prime Ben transformed into a magma-based lifeform whose body is composed of a bright yellow inner magma body covered by dark red rocks. As a fire-based entity, his body radiates high amounts of heat. His feet have a slight oval-like design with only two toes and one back toe. His eyes are connected to the fire on his head. He wears the Omnitrix symbol on his chest. This is Prime Ben's version of Heatblast.

"Maybe I just need to crank up the heat," Heatblast said.

Heatblast creates a fire-circle that surrounds Ultimate Humungousaur with his pyrokinesis. Ultimate Humungousaur growls and then transforms again.

Ultimate Humungousaur turned into a tall dark blue robot-like alien with black stripes, an overall rounded design, long arms and legs, and stumped feet. He has fifteen red, removable speaker-like components attached to his body that look like his head, not having a sunken look to them. He has a marking on his back resembling a cassette tape. He has red eyes and red cables that attach from his back to his hands and smaller mouth. His head is wide and angular, with a silvery forehead and black "ears" on the sides. He also has black stripes on his stomach and legs. The evolved Ultimatrix symbol is on his chest with spikes on it that connect to some discs. This is Ultimate Echo Echo.

Ultimate Echo Echo creates a group of sonic disks and sends them flying to surround Heatblast and project powerful sonic blasts that injure Heatblast's ears and he then transforms back into Prime Ben.

"Still not used to being on the other end of that move," Prime Ben commented before transforming into Shocksquatch, "Let's turn it down a notch, okay."

Shocksquatch electrocutes the sonic discs that were surrounding him, in turn electrocuting Ultimate Echo Echo. After being electrocuted due to the sonic discs, Ultimate Echo Echo then transforms again.

Ultimate Echo Echo turns into an alien that has the appearance of a humanoid tree. His body is a brownish gray in color, and has three red gooey shells containing an organic, red-colored gel-like solution of napalm on each of his arms and a large one on his back. He also has a smaller pod on his front, through which his face can be seen. His is composed of petrified wood. He has red eyes and wears the evolved Ultimatrix symbol on his chest. This is Ultimate Swampfire.

Ultimate Swampfire blasts blue fire at Shocksquatch, who dodged the attack and jumped up before punching the ground, sending an electric shockwave towards him. Ultimate Swampfire dodged the attack and used his chlorokinesis to make a bunch of vine-like tentacles come from the ground and swing at Shocksquatch, who dodged them all. Reboot Ben turned into Shock Rock and created an energy sword to slice through all of the vines and then fired a bolt of lightning at Ultimate Swampfire, electrocuting him and sending him against the wall.

Ultimate Swampfire transformed into a large gorilla-like alien with pale-purple skin, black fur and three pairs of red eyes, and yellow spider fangs on each side of his mouth. He has three sets of three fingered gorilla arms, two gorilla legs, quill-like spikes on his forearms and shoulders, and two lightning bolt markings on both sides of his stomach. He wears the evolved Ultimatrix symbol, which has eight spikes, on his stomach. This is Ultimate Spidermonkey.

Ultimate Spidermonkey opened his multi-hinged jaw and spat webbing at Shocksquatch and Shock Rock, insulating them. He grabbed a pipe and ran up to them. He hits both heroes with the pipe before grabbing them and slamming them down. Both Bens turn back to normal.

"I could tear you two away from your Omnitrices, but it would be messy. And what I have is so much better," Ultimate Spidermonkey said, with a few gorilla-like laughs after each sentence.

"I doubt it," both Bens said in unison, hitting his Omnitrix on Ultimate Spidermonkey's face, both turning into their respective Four Arms.

"How 'bout we take this outside," Prime Four Arms said.

With that, both Four Arms used both fists one one side of their bodies to punch Ultimate Spidermonkey in the face, launching him straight through the wall. While both Four Arms looked at Ultimate Spidermonkey, Reboot Kevin, as Thornblade, launched a sneak attack on Reboot Four Arms. Prime Four Arms took notice of this, but was webbed in the face while he wasn't looking. Prime Four Arms spit off the webbing.

"Gross," Prime Four Arms said.

Ultimate Spidermonkey charged at Prime Four Arms, but gets distracted after Rook, who managed to break out of the crystalline casing, uses his Proto-Tool to project an energy net at Ultimate Spidermonkey that covers his face. Prime Four Arms takes advantage of this and uses both the arms on the right side of his body to punch Ultimate Spidermonkey, but Ultimate Spidermonkey catches both fists with his upper and middle left hands. Prime Four Arms used his left fists but Ultimate Spidermonkey caught them with his upper and middle right hands. Both multi-limbed aliens engaged in an armlock.

"Give it up, Albedo!" Prime Four Amra said.

But then, Ultimate Spidermonkey managed to lift up Prime Four Arms and slam him down on the ground. Just when Ultimate Spidermonkey was about to finish off Prime Four Arms, Thornblade was thrown straight at Ultimate Spidermonkey's face, courtesy of Reboot Four Arms. Reboot Four Arms then threw an old military jeep at Ultimate Spidermonkey and Thornblade. Ultimate Spidermonkey threw the jeep off of himself and was about to strike back, but he was hit in the chest and neck by a bunch of tranquilizer darts from Rook's Proto-Tool before being paralyzed and fainting. Both Ultimate Spidermonkey and Thornblade, who were both unconscious, transformed back into Albedo, in human form, and Reboot Kevin.

"I suggest that you stay down," Rook said.

Both Four Arms turned back into their respective Bens.

"Thanks for the assist partner," Prime Ben said to Rook.

"You are welcome Ben," Room said.

"You did pretty good too Ben," Prime Ben said to Reboot Ben.

"Thanks," Reboot Ben said.

Both Gwens and Prime Kevin came out of the warehouse through the hole left behind by both Four Arms.

"Hey guys," Prime Ben said, "How about you help us get Albedo and Kid Kevin back to-"

Prime Ben was cut off when both Albedo and Reboot Kevin disappeared in a flash of red light."

"Great, they got away again," Prime Kevin said.

"And I can't track them," Prime Gwen said.

"Well, at least we have an idea about what we're up against," Prime Ben said.

Reboot Ben noticed Reboot Gwen and went over to her and signaled everyone else to let them have a private conversation.

"You okay Gwen?" Reboot Ben asked.

"No. This was my fault, I should've trusted my gut instinct about Alex, I mean Albedo," Reboot Gwen said, "Sorry for the trouble I've caused."

"Hey don't blame yourself," Reboot Ben said, "Albedo had us all fooled. But I promise that next time we see him, we'll be ready to kick his butt."

Reboot Ben gave his cousin a brief hug, making her feel better about herself.

"Thanks," Reboot Gwen said.

"Anytime," Reboot Ben said.

"Wow they're actually nicer and closer than us when we were kids... sorry about that fight " Gwen says then looks at her counterpart. "But if it helps you feel better want to know How Ben and Kevin met?"

" Oh no get us out!" Kevin says as Both Ben's turn into their XLR8's and grabbed Kevin and Ran.

"Huh?" Reboot Gwen asked.

After some time.

"You've got to be kidding that sounds gruesome!" Reboot Gwen says.

" I Know That was the one time My grandpa max was stern with him and grounded him" Gwen says.

"My Ben got Grounded and ... it wasn't even his fault it was ours" Reboot Gwen sighed.

"Huh?" everyone asked.

"It was forever knight well ours he had gotten into Ben's head and he started causing damages and well there was lava and gold and bombs and well Grandpa and I didn't believe him when he said that Forever Knight was there and it caused him to run away and even Join Foreve-Forever Kni- and now I helped another villain!" Reboot Gwen sobbed as Reboot Max looked down feeling bad.

"Hey Look the past is in the past and we're stronger" Reboot Ben says as the others wrap them up in a group hug.

"Thanks.. I was holding that in for a long time I really needed to tell someone" Reboot Gwen says


Meanwhile on Khyber's Spaceship…

Reboot Kevin was wearing a black sleeveless shirt and thin grey shorts. He was doing pull-ups on a bar while Khyber was sharpening his blade and his Panuncian was chewing on a bone that still had meat on it.

"So my protégé, was the mission successful?" Khyber asked.

Reboot Kevin did not respond and kept doing pull-ups.

"I see, you didn't defeat either Tennyson, did you?" Khyber asked, "That doesn't matter. Did you retrieve the Fulmini core for Albedo?"

Reboot Kevin did a backflip off the bar and landed on his feet before grabbing a water bottle and taking a drink. He responded.

"I got the core Master Khyber. And Albedo can transform again," Reboot Kevin said, "But the next time I see either Tennyson, I will have my vengeance."

"You will get your revenge soon Kevin," Khyber said, "It's what I trained you for. You are becoming stronger by the hour under my wing. Now come. If you are to defeat Tennyson, then I will test how much you can accomplish with and without transforming."

Reboot Kevin followed Khyber into a dojo-like training room. He took out a sword and got into a fighting stance. Khyber was completely unarmed, intending to observe Kevin's progress.

"Hajime," Khyber said, beginning the training.


Meanwhile on the Chimerian Hammer…

Albedo was now wearing a black shirt, and a red jacket with a pocket on each side, and two black stripes on the left sleeve, and one black stripe going down the right side of it, between the sleeve and the unzipped zipper, with a white circle on it with a black 01 on it.

Albedo was standing in front of both Vilgaxs, who were sitting on their thrones.

Albedo stretched and groaned before saying, "That tranquilizer venom was most unpleasant."

"If you were more cautious, then you wouldn't have had that problem. And we wouldn't have had to rescue you two," Prime Vilgax said.

"None of that matters now," Albedo said, "The plan worked and I have what I need."

"Then I assume you can maintain your Galvan form," Reboot Vilgax said.

Albedo turned into a bipedal frog-like alien with bulbous red eyes with square black pupils. He has two tendrils on each of his brows, and two on his chin. He wears a black robe/tunic with a red Omnitrix symbol on it and metal on his legs, neck, and mostly on his arms. He had the Ultimatrix symbol on his back. This was Albedo's Galvan form.

"Even better. I can also assume my ultimate form again," Albedo said before transforming.

He became an alien with a huge head, with his brain pushing outwards. He also has noticeably small arms and legs, and as such requires a hovercraft just to move and support his head. He has two tendrils on each of his brows and four on his chin, black lips, and sharp teeth. He has rectangular pupils and a third eye in the middle of his head, just below the Ultimatrix symbol, and two little black and red cyborg-like parts that surround his brain. His hovercraft is red and has an hourglass design on the front, along with two barreled turrets on the sides. The Ultimatrix symbol is on his forehead, above his third eye. This is Albedo's ultimate form, Ultimate Albedo.

"Ultimate Albedo!" Ultimate Albedo said, "You will find use in having the intellect of a hyper-evolved Galvan in your alliance. We are ready."

"Soon Albedo," Reboot Vilgax said.

"Now to business," a Prime Vilgax said.

To be continued…

Post-Credit

the battle was over in the Prime Timeline as the girl smiled.

" I may not have been invited but hey I can still kick butt" The Girl says