Ultra Legion: Unlimted S1

by Arsenal10

After defeating the Novatrons and saving the entire multiverse, the team of heroes decided to make their union official by working together on a regular basis, forming an alliance that transcends space and time boundaries, but they must face their first trials as a team if they are to be the shining hope that they aspire to be for all who need heroes.

2. Chapter 2: Order Of Leadership

We are back with another chapter I hope you enjoy

Chapter 2: Order Of Leadership

And like I said Ultra Legion is the alternate counterpart of Infinity Legion.

A/N: This chapter has some changes as well

---

Earth 5: Sherman

Ultra Legion's Tower-7:45 P.M.

Because there was no mission present at the time, most of the Ultra Legion were having fun at their headquarters. However, not long ago, a silent alarm went off in a bank, so they decided to send out a small team to clean up the mess and call in case there was any trouble that proved too much for them. Adrien, Marinette, Star, Marco, Jake, Sashi, Manny, Boone, Rex, Steven, and June were currently watching a television show about a group of friends living in New York City who had to balance relationships, finding work, and managing life.

"Is it just me, or do grownups appear to have it worse than teenagers?" Boone inquired.

Jake said, "What are you talking about, Boone?"

"Well, look at Roth; he and Raquel keep breaking up and making up episode after episode as if the only thing that'll probably fix their problems is a baby or something," Boone stated.

"Personally, I think it was his fault; he never should have cheated on her, even if they were on a break," June stated.

"Can you really blame him? That Sandra chick was all over him, and she was downright foxy," Rex commented.

Steven chuckled. "I think we can all agree that Fiona isn't right on the head."

Jake smiled and added, "Right? I'm not sure how Jerry, Charlie, Miranda, Roth, and Raquel put up with her."

Star defended herself, "I think she's just misunderstood."

"Jerry might at least try to be more responsible and not pursue the next new girl that walks through the door," Marco said.

"I know, right? He'll never fulfill his acting dream if he merely follows females and dumps them." Marinette agreed.

"Which is why I only have eyes for you." Adrien grinned.

Marinette did nothing but moan in irritation at her partner.

Plagg went to Tikki and asked, "So I'm all for Roth and Raquel, you?"

"Sorry, Plagg, but I'm more Jerry and Raquel," the ladybug Kwami informed him.

After a training session, Ben, Danny, Aang, Ilana, Octus, Zak, and Max entered through the main entrance.

"Man, I really thought I had you for a minute, Ben," Aang replied.

"Let's just say that my cousin taught me Judo. I have been battling aliens as well as warlords for years, but I always lost at Judo against my cousin when I was practicing for her, and it was genuinely annoying because I always lost to her." Ben responded.

Ben then looked at Danny.

"But I have to admit from Danny, He was able to catch up with me even when I transformed to Ghostfreak," Ben remarked.

"Well, fighting ghosts is something I'm the best at, dude," Danny said.

Danny gazed at Max and Steel.

"Though I had to say, it was hard to get a single blast on Max when he's in Turbo Speed Mode," Danny commented.

"What can Steel and I say? I have the turbo power, and he has the alien know-how to use it to beat down on our enemies." Max stated.

Max then went into the kitchen, where Ashi was reading a cooking instruction book.

"Hey, Ashi, you're taking up cooking?" Max asked.

"I've heard that modern housewives are known for providing food for the other tenants in the house. It might be a good way for me to become acquainted with this time and era," Ashi stated.

Max then noticed Jack, who was just relaxing.

"Yeah? What's Jack doing, looking for a job in accounting?" Max joked.

"Hmm, sounds tempting Max but I prefer meditating. I assume your training session with the others went well," Jack said from nearby, sitting on a cushion with his eyes closed and resting.

"Yeah, I tell ya, it's a good thing those practice dummies are computer generated; else, Solomon would have to buy more." Max added.

Max seemed contemplative as he glanced at Zak and Octus.

"Speaking of which, we haven't received any updates from him; he's generally gone on short-term assignments. Hey Zak, have you and Octus heard anything from him?" Max inquired.

"That would be a no. That hard drive must be double encoded to take this long," Zak explained.

Ilana walked over to those watching television.

"Hey guys, seeing anything good?" Ilana asked.

"It's funny, but pretty corny; I kind of prefer something more intense," Rex replied, shoving popcorn into his mouth.

Hearing this gave Ilana an idea.

"In that case, I got something that is super intense!" Ilana said as she seized the remote and flipped the networks to one of her favorite TV shows.

"This week on High School Heights, Todd caught Jenny on a date with Joey while Andy finds out that everyone in the school knows of his secret and accuses his girl of blabbing his secret on Facejournal, what will happen now? Can Janet and Joey keep their long-term relationship steady or is it time for her to broaden her horizons? And was Andy betrayed by the only person he could ever trust in this world? Find out only on the W.C."

Ilana smiled brightly, while everyone else just stared oddly at the promo.

"What in the name of all that's right in the world was that and when can I mindwipe it away from my memories?" Rex asked, wiping his eyes to get rid of all the excessive kissing he had just witnessed; he also made a mental note to have Doctor Holiday or his brother build some mind-erasing machine.

"It is called High School Heights. It is a highly recommended television series focused on imaginary teenage characters who go through the process of surviving four years of high school; it is pretty entertaining." Octus responded.

Steven cringed and asked Octus, "Seriously? You actually watch that garbage?"

"Garbage? What are you talking about, that was so beautiful! Please tell me it's coming on soon!" Star remarked, sniffling along with Marinette and Boone.

Sashi pinched the bridge of her nose and muttered, "Penn must be having a great time compared to me."

---

(Intro)

Aotenjou wa dou shiyou mo naku sumiwatatteiru

Nasu sube no nai boku ni mebuita shousou ga fukurande iku

Dou shitatte okubyouna bokura wo warau you ni

Ikusen no me ga nozoita

Nando mo nando mo oreta kokoro wo tada

Dakishimeru dake

Itsuka hai ni naru sono hi made

Nomikonde kita kanashimi no subete ga boku wo

Katachizukutta iro de mitashita

Sou shite aruite kitan darou?

Kokyuu to onaji you ni hitotsu hitotsu kasanete kitan da

Kono tenohira no kazoe kirenai

Kienaku natta kizuato ga boku no

Akashi da shirushi da

Mukaiatta ano kyoufu mo

Kizande, tomo ni mata arukidashita

(The scene begins with the Ultra Legion forming together, then transitions to the Novatron war, which they win after facing other villains, and new enemies appear are obscured by black, before Ben activates the Omnitrix and slams the dial, and finally shows the Ultra Legion: Unlimited logo).

---

Earth 5: Sherman

Sherman, Illinois, was prone to extraterrestrial attacks, but it was also prone to standard crimes committed by felons who took advantage of the police's assistance with the reconstruction in order to pull off a heist and flee with a truckload of cash, with the cops not bothering to catch them. Inside the bank, a bunch of ski-mask-wearing individuals was busting through the vault with a specially-made drill that could cut through any type of material, at least that's what the seller promised them, and knew better than to lie to scary guys like these.

"We're in," the person operating the machine informed the boss.

The boss responded, "Excellent."

The boss then called his other known associates.

"We got through to the safe, how's everything on your end with the boys?" the boss responded.

Meanwhile, in the bank's foyer, other crooks were keeping an eye on the knocked-out security guards, whom they quickly dispatched.

"So far so good. We got the security cameras disabled and with the cops busy with the city, it'll be a huge pay day for all of us." Criminal 1 commented.

This seemed all too simple at times, but then he watched a tiny ball begin rolling up to him; fascinated, he picked it up, and it abruptly erupted in a plume of crimson smoke, making him cough when he smelled its horrible stink.

"Aghh! What the heck?!" Criminal 1 exclaimed as he closed his eyes and tried to waft the stinking air away, but then a strong punch landed on his face.

"Ninja takedown!" a black Ninja exclaimed as he punched him.

After the smoke cleared, he saw an actual ninja wearing a red scarf.

"So bank robbers, eh? You know there are ATMs just around the next block, just try not to steal any money, Haha!" the Ninja added, laughing.

The Ninja then realizes that no one is laughing with him.

"Oh come one, don't leave a ninja hanging-OH BOY!" The Ninja said as he had to rush to evade the rounds being fired directly at him, probably due to his intrusion and a terrible pun.

The Ninja couldn't believe it.

"Yeesh, tough crowd," the Ninja muttered, pulling out a staff to block the bullets.

Fortunately, help arrived in the form of Mystic Monkey martial arts master Ron Stoppable, who crashed through the window ceiling, glowing blue with his MMP aura. He did a palm strike at one guy's chest, knocking him into a wall, and a double kick strike at two others. He grabbed one of the guys' guns and twisted it into a pretzel.

"Oh, I get it, it's cuz they're robbers and they steal money. Good one, Ninja!" Ron said.

"Thanks!" the Ninja said.

Kim Possible then swung in with her blowdryer/grapple hook, landing on one criminal's chest.

"Enough with the jokes, Ninja, and Ron; focus on stopping the bad guys," Kim remarked as she stopped a fist and kneed him in the chin.

Ron said, "Sorry, babe."

"You're the only one who came, Kim; what about the others?" the Ninja inquired.

Kim gestured toward the entryway and added, "Ask them."

The Ninja and Rnn looked around and saw Jenny Wakeman, El Tigre, and Penn Zero swoop in, ready for action. The robot girl fired a net cannon, trapping the crooks where they stood as they helplessly tried to escape, while El Tigre slashed and bashed them with his claws, fired a chain to grab one guy's face and pull him alone until he collided with the hard floor, and Penn blocked the bullets with his sword and used his suit's enhanced speed to run across while doing multiple slashes, slicing their weapons and pants into pieces.

Penn answered, "All yours, Kim."

Kim then performed a series of back flips to punch, kick, and trap all of the bank robbers, who were soon either groaning on the floor or imprisoned in nets.

"Alright, that's game, Ultra Legion, I wanna say about 12 and bad guys zero." Penn responded.

"What's going on out there?!" someone asked.

The Team then turned to witness the ringmaster of this small robbery, along with the drill operator, carrying many bags full of cash.

"What the? Who the heck are you freaks?!" the ringmaster exclaimed.

Ron folded his arms and said, "Call us the Ultra Legion dude, and we're about to-"

But Ron didn't finish his sentence when two hands grabbed the operator from behind and put him in a choke hold that put him to sleep, followed by an elbow to the boss's gust and a roundhouse kick across his face, as well as another kick to the knee that completely knocked him down; the attacker was a figure wearing a dark blue hoodie.

Ron complained to the corporal, "Aw come on seriously? I was just about to get a killer zinger in, Lance."

Grunting, the hooded figure lowered his hood, revealing himself as Lance.

"This is a mission to stop a heist Ron, not a comedy club. Did you forget? On field missions like this, don't use my real name; instead, refer to me as Manus or Phantom Ninja; you risk jeopardizing our security by revealing our real names or attacks, as Randy did." Lance stated.

"Hey man, it helps to strike fear in the bad guys shoobs. And are you certain that your codename is not a copy of mine or Danny's? Because I'm just saying I might have to sue, and I'm meant to be the team's ninja." The Ninja remarked.

Lance responded, "At least I act the part."

The Ninja lowered his shoulders and muttered, "Okay, that was a low blow."

"Overall, I'd call this a win," Kim beamed, hands on her hips.

Lance scoffed and replied, "Hardly."

"Pardon?" The Ninja said as he listened to what Lance had stated.

"It may have been simple to dispose of them, but if Randy had followed my plan of attack and waited until I was able to jump the leader before taking down the rest, this would have ended much faster and more efficiently, plus the rest of you weren't supposed to intervene unless I gave you the signal." Lance berated.

"Come on, Lance, what were we supposed to do? Simply stand around until it was over?" Jenny posed a rhetorical inquiry.

"Yeah, lighten up, man." El Tigre added.

Penn then placed a finger in his ear as he received an alarm from his girlfriend.

"Heads up, I don't think our night is over just yet, got a call from Sashi, she says Solomon wants us all in the meeting room back at the tower, apparently it's urgent, race you guys back!" Penn exclaimed with a challenged expression as he hurried off, leaving the other in his dust, but not for long.

"Oh-ho, it's on!" Ron exclaimed as he carried Kim and sprang to amazing heights, followed by the others.

"Wait up," Jenny yelled as she grabbed up El Tigre, activated her jets, and dashed off into the scene.

Lance lingered a bit as he shook his head at their antics; this is one of the many primary reasons he dislikes being on this team; most of the members treat everything as a game, which irritates him to no end; Ilana and Octus may be taken with their new teammates, but Lance has yet to see anything that will convince him to take them seriously. The only people he doesn't have a problem with are Jack and Ashi, who clearly have more expertise, and his aforementioned pals. However, there are too many loose cannons for this squad to be a coordinated group; what this team truly requires is someone to keep everyone in line and ensure that there are no defects at all; what it requires is a leader.

Lance activated his armor and flew off to see what their benefactor had to say to them.

---

Legion Tower

When they arrived at the tower, they proceeded straight down to the meeting room, where the others were waiting anxiously for the benefactor to speak with them.

"Hey guys, how was the bank robbery?" Zak inquired.

"No big, Zak." Kim waved as she, Ron, and the rest took their seats.

"To put it simply, we kicked butt and dominated. I'm definitely going to tell Howard about this," Randy boasted as he placed his feet on the table.

"Congratulations to you all," Jack said with gratitude.

But Jack changed the topic.

"But I'm afraid you shouldn't celebrate yet; Solomon has a mission for us," Jack remarked, gesturing to the center of the table, where a hologram of Solomon could be seen.

Kim asked, "So, what's the sitch?"

Solomon's hologram then displayed an image of a small island.

"This is a remote island, but G3 has been monitoring it since a new set of people attempted to take control and soldiers were entrusted with removing them, and I'm sure you know who they are." Solomon stated.

Then a satellite photo revealed a familiar group of armed people.

"A.S.A.F." Ben murmured with narrowed eyes.

Everyone remembers them all too well; it wasn't long ago that the Legion had to tear them down following an attack on the mall.

"No way, I thought we got rid of those guys when we took their base." June said.

"Based on what we learned from the flash drive you confiscated, it appears that the A.S.A.F. is more dispersed than we imagined; it may have many bases all over the world and we'd still be clueless. Solomon stated, "All I can tell you is that the drive had information about them taking Santa Ayala from the Hyenas."

Solomon is now going to explain why.

"They seek to use the island as their own ground for distributing their technology to the highest bidder," Solomon stated.

"So, their black marketing alien tech?" Danny inquired.

"If you guys know this, then what's stopping you from going in and shutting them down for good?" asked Rex.

"The answer to that question is also on the drive; it appears that A.S.A.F has created a method to detect any type of G3 communications signal nearby, but because your communications operate at a completely different frequency..." Solomon added.

"Then we can go in undetected!" Marco said.

Marco suddenly observed that everyone was staring at him, as if impressed that he had figured it out.

"Uh, right?" Marco said.

"Precisely, I advise you all to be cautious; there's no telling what you'll find there, and above all, this is a covert operation. If you want to succeed, stick to stealth," Solomon said.

Lance couldn't help but question, "Who will be in charge?""

Solomon responded, "Work it out among yourselves, and I'll send a layout of the island to your ship."

When Solomon severed the connection, Ben rose from his seat.

"Alright people, you heard the man, let's get ready. Max and Steel, you two prep the Photon for takeoff, the rest of us will be there when we have what we need." Ben replied.

Max nodded in return, saying, "You got it, Ben."

---

After preparing for the mission, the team boarded the Photon and flew off to its target. Lance was at the helm, while the others sat behind him, with Jack as navigator.

"Prepare yourselves, we are approaching the isle. Lance, put the ship in its stealth mode." Jack said.

Lance pressed a button, and The Photon cloaked. The samurai then analyzed the information obtained from their benefactor.

"There are two drop zones that are the most heavily guarded, our focus will deplete them of their defenses." Jack continued.

"Drop Zone A will be underwater. While drop zone B is on the shore and drop zone C is where we'll land in the jungle to begin our investigation, everyone who can breathe underwater should be prepared," Lance remarked.

Ilana was ecstatic in her seat, saying, "Is anyone else excited like I am? This is our first official mission as a team."

"We get it Ilana you're excited about the whole team thing" Ben smiled.

Ladybug then notices Ben's expression, as if something is bothering him.

"What's wrong, Ben?" Ladybug inquired.

"I'm fine, ladybug, but to be honest, I'm not very good at Stealth that much; my cousin Gwen used to complain about me going hero and blasting or punching anything in sight when I was 10," Ben answered.

"Oh my gosh, Ben, I'm the exact same way. I see an evil monster trying to take my wand or hurt Marco and blam! Narwhal blast to the face, so how come we have to be stealthy anyway, wouldn't it be easier to just attack anything resembling an A.S.A.F goon?" Star replied.

Lance glanced at Star and replied, "You heard Solomon, this is strictly stealth, we don't want to attract too much attention, especially with your destructive spells and Ben's less-than-quiet transformations, that goes to all of you, no compromising our positions under any circumstances."

"It's like you just love hearing yourself boss everyone around. At least tell us if we're there already." Rex replied.

"Lucky for you Rex, we are approaching drop zone A so divers, you're up." Lance said.

"Okay, let's go guys," Ben said as he stood up and activated the Ominitrix, slamming the dial, and transforming himself into an anglerfish-like creature with a humanoid form. The fins on his face mimic human hair. He has a robust jaw and razor-sharp teeth. He has two water tanks that cover his gills, allowing him to survive on land; his clothing is in the form of a swimsuit, and the Omnitrix sign is on his chest.

Ben transformed into Ripjaws.

Steel connected with Max as they entered the ideal mode for this type of situation.

"Go Turbo! Scuba!" Max said as he switched into his turbo scuba mode.

Max now has fins on his back and limbs, as well as foot paddles, as Ashi and Octus stand ready.

"Are you guys ready?" Ripjaws said.

Octus responded, "Indeed, Ben."

They all walked to the back, where the exit was, and as it opened, they all jumped into the sea, Ashi's legs transforming into a mermaid tail and growing gills as they went, and they saw underwater guns that could fire underwater ammunition.

Steel and Octus searched for something to use against them.

"Those lasers have heat sensors. Octus buddy, I think this requires someone who doesn't generate heat." Steel said.

"Understood." Octus murmured as he drifted near one laser that couldn't detect him. It was easy for Octus to send an electric surge through its system, deactivating it.

Ripjaws then went for the second one and bit it to bits with his teeth, while Ashi's hand transformed into a whip and tore one from its position, and Max pounded the remaining one with his increased power.

"This is Ashi. Ben, Octus, Max, Steel, and I have taken care of the drones down here," Ashi remarked through her communicator.

---

Back on the ship, the team received Ashi's report.

Jack commended his wife, "Very good Ashi."

Jack then addressed the rest of the team.

"Now it's time for the defense on the shores." Jack said.

"Kim, Ron, Cat Noir, Sashi, June, and El Tigre, you're up," Lance said.

Cat Noir turned to Ladybug and asked, "Kiss for good luck?"

Ladybug rolled her eyes and muttered, "Maybe if we get through the mission."

"I'll hold you to it." Cat Noir remarked.

Kim stroked Cat Noir on the back and murmured, "Okay, Romeo, that's enough."

The Diaz boy used his dimensional daggers to open a portal that allowed them to enter and leave to the island's coast, where they were met with additional automatic machine lasers.

"Wow, talk about overkill. Seriously, why can't bad guys just I don't know leave out signs that lead to their hideout, would make things way more easier." Ron replied,

Sashi yelled, "Can it Ron. You're starting to sound like Boone."

"I got this one," Cat Noir declared as he rolled over to hide behind the lasers. He then sank his clawed fist into the center of one to rip the core out and deactivate it from within, while Sashi blasted one to pieces and Ron used his blue aura as a shield to stomp on the ground, creating an opening into which it fell. June then used her magical bracelet and her enhanced strength to destroy it, and El Tigre finally unleashed a chain claw that crushed it like paper.

"We've secured drop zone B, Danny. You're free to land in the jungle," Kim stated, utilizing her wrist-mounted Kimmunicator to communicate.

"Got it, wait for the others who went below, and I'll send you where we'll meet," Danny replied before cutting off communication.

"How deep do you think those guys are?" Cat Noir inquired.

Someone remarked, "Look behind you, Cat."

The sound of Max Steel drew their attention to him and those who had entered the water.

Ripjaws then changes back into Ben Tennyson.

"Looks like you guys started the party without us." Ben said,

El Tigre shook it off, saying, "It was easy."

"Now we just need to rendezvous with the others, but we have to do it quietly." Sashi offered guidance.

"Don't worry Sashi, Max and I got it covered for this" Ben replied.

Ben then turned to Max and Steel, nodding to them, and they nodded back.

"Go Turbo! Stealth!" Max said as he switched into his Turbo Stealth mode.

Max's Turbo Stealth Mode resembled his base mode, except it was mostly black and disappeared from view.

"I'd like to see Randy keep up with this," Max replied.

Ben then activated the Omnitrix and slammed the dial, converting himself into a blue and black insect humanoid alien with navy-blue wings, green eyes, and dark blue fur covering his shoulders and thighs. He has bright blue dots on his forelimbs, antennas, claws, and head, and the Omnitrix insignia is on his left shoulder.

Ben changed into Big Chill as his wings spread and he flew, but not before becoming entirely invisible as the others followed suit.

---

With no defense weapons to worry about, the Photon's crew was free to roam the island in its cloaking mode, making sure not to cause too much of a commotion. So far, they've been safe, but it pays to be cautious, especially since they're in the territory of a group of armed mercenaries with dangerous technology.

Zak said, "Okay Lance, stop here."

The corporal reluctantly complied with what Zak had advised.

"This center is the perfect spot to mark as drop C, I'll send our coordinates to Ben and the others," Zak replied.

Danny extended his arms and said, "Everyone, hold together, I'll land us down."

Everyone linked hands, and as Star joined hands with Marco, her cheek marks turned pink. Their ghostly teammate became intangible, causing everyone else to do the same; he phased them down until they reached the surface and solidified again.

Boone patted his tummy and exclaimed, "Woah, I felt like I lost about 10 meatloaves."

"You know, I didn't need to phase down here. Another way to make a smooth landing would be a pair of Punk Busters." Rex replied.

"Two massive metal feet that would undoubtedly cause a commotion; guess covert isn't in your skill set," Lance remarked, folding his arms.

Rex said, "Hey, it gets the job done, dude."

Lance said, "Enough talk."

The Corporal looked at the map.

"We should head this way; it's where the A.S.A.F commandeered a hideout for themselves; don't slow down in the slightest," Lance said as he took off first, followed by the others, and they slowly trekked through the jungle, making sure not to fall into any hidden traps.

"Tch, look at him. He probably thinks he's the one running the show; last I checked, I didn't make him the boss." Rex mumbled to the others, pointing to Lance.

Ladybug shrugged. "I'm sure Lance is just doing his job, Rex. He's a soldier remember? Maybe he's more used to missions like these and is just trying to come up with the best way to go about things."

"He could at least be less of a jerk about it. Remember that one fight at the mall? He saved me but completely judged me on how I battle." Star replied with a bit of sourness.

Jack reasoned, "As Ladybug said, he is a soldier."

Even though they are correct, there has to be a reason why Lance acts like a jerk.

"As such, despite his young age, he surely has seen his fair share of conflicts and with that experience comes the drive to treat be as strong as the enemy, as for his harsh attitude, I can only assume he must not be known for playing well with others or am I wrong, princess?" Jack inquired as he looked at Ilana, knowing him most well.

Ilana had to look down as she remembered Lance's horrible background, knowing she didn't have the right to discuss it.

"In a way, yes. But trust me, if you knew, then you can't really blame him." Ilana replied.

Jake came to a halt when he heard something faint for the normal guy, but with his increased abilities, particularly hearing, it seemed as loud as an alarm clock to him.

"Hold up, peeps, do you hear that?" Jake asked.

Steven raised his eyebrows and asked, "Um, no? Wait, is this some dragon hearing thing?"

The Ninja looked to the front and asked, "Alright Lance, what do we-"

But The Ninja was taken aback when there was no indication of the corporal in sight; it was as if he had simply vanished into thin air, catching them all off guard.

"What's the juice?" the Ninja asked.

"He was standing right there!" Jenny said as she searched for him.

But Jenny could not detect Lance's heat signature.

"Ugh, I can't pick up on his heat signature, it's like he became a ghost." Jenny replied.

Jenny looked at the Ghost Boy.

Jenny responded, "No offense, Danny."

Danny said, "None taken."

Aang turns to Ilana and says, "Does he do that a lot?"

Ilana rubbed her hair in a shy way and answered, "Heh, kind of, yeah."

"Guys, what's going on?" Kim asked through her communicator.

Penn was the first to answer, stating, "We sort of lost track of Lance, Kim."

"Seriously? Okay, check to see if anyone's tracking you." Kim said.

"Good thing these goggles aren't for show," Rex muttered as he lowered his trusty eyewear and switched to infrared vision.

Rex could see a group of armed gunmen nearby.

"I see a squad of bozos incoming," Rex stated.

They crept carefully forward, hiding behind rocks and shrubs to avoid being seen. Jenny opted to utilize her own infrared vision, grateful that her mother had managed to integrate those horrible large eyes' varied visions into her normal ones.

"Make that two squads, Rex. But this one has the same armaments as G3, implying that we discovered A.S.A.F instead of their lair, and it appears that they will meet before they find us," Jenny explained.

All of a sudden, shooting was heard.

"You don't need superhearing for that!" Penn remarked with some emphasis.

"Not to sound too terrified, but maybe we could wait until only one squad survives, or better yet until they end up taking each other out." Marco offered.

"And miss out on a huge brawl?" Star lamented.

"Can we at least look for our little rogue?" the Ninja asked, reminding them of their missing teammate.

"I'm with Randy there, besides I got some choice words for that jerk." Rex stated as he formed the Rex Ride.

Rex looked at the Ninja.

Rex beckoned Ninja and said, "Hop aboard, bro."

Once Ninja was on the back of Rex's self-made vehicle, the two of them took off.

"Guys, we should wait for Ben and the others-!" Danny exclaimed, attempting to halt them.

But they were already gone, and I continued to facepalm.

"To think about this?" Danny added, finishing his sentence.

Zak grabbed his nose and moaned, "Aw man, this won't end well."

Zak then activates his communicator to reach someone.

"We have a situation, Ben," Zak stated.

"What is it, Zak?" Big Chill asked.

---

As they rode, some stray firing caused Rex to lose control and deform his horse, while Randy fell on the muddy ground and slipped right in the middle of the conflict, groggily sitting up and massaging his temple.

"Where did you get your license?" the Ninja said.

The Ninja's eyes widened in surprise as he looked up to see one A.S.A.F. is about to fire a laser at him.

"Um, Rex?" the Ninja asked as he shouted for his companion, who jumped in front of him with the Block Part shields ready.

"So much for the stealthy part of this mission." the EVO growled as he kept the shields up.

Rex then looked down at the Ninja.

"Better make a run for it, buddy!" Rex said as they both made a break for it to get out of the line of fire, and the others decided to join in and help both of them in this mission that had gone terribly wrong.

Danny Phantom, who had entered the Budding State, fired multiple ecto-powered rays at both A.S.A.F and the other goons who were fighting them. When Danny recognized the other weapons dealing group, he removed his belt, which transformed into a sword powered by Ecto-Energy, and destroyed their weapons, while Star fired a spell.

"Rolling thunder, lightning blast!" Star shouted as lightning and thunder struck all of them, causing most of their weapons to short-circuit.

Jenny and Ilana fired a joint concentrated laser to slice the trees from their stumps and fall down on ten, followed by Aang's strong air attack, and Marco and Ladybug assisted them by creating mini-portals for them to fall into, as well as a yo-yo stealing their weapons, followed by Jack, who jumped high enough for a sky assault with his sword as he slashed them into submission.

More joined the party as Big Chill flew in and phased through the A.S.A.F. soldiers, freezing them solid. Two Hyenas attempted to aim, but it was revealed to be Max Steel as he went into Spike Mode and swung his whips, striking them down. Zak then used two circular objects thrown into their chest, stunning them into unconsciousness. Next, he stopped a goon who was striking with his gun, but Zak grabbed it out of his hand and slammed it across the man's face.

Ron jumped up and, after he landed, sent a tremendous sound wave that caused the thugs and soldiers to scatter, while Kim Possible rushed along and hurled many orbs at them, which exploded into a jelly-like substance, trapping them. Ashi soared alongside Manny riding on her back, and with a roar, Manny jumped down and slashed a soldier on the mask and lifted him up to throw him at advancing goons, with the half-demon telekinetically moving the weapons away, and Jake saw this as his opportunity to charge into his dragon form and unleashed an infernal blaze of fire at them along with a tail swipe, Steven entered the scene in his Pink State as he hit every soldier in his way, while June used her bracelet as she fired magic bolts at each soldier. Cat Noir somersaulted and stretched his baton to the length of a fencing sword, jabbing one in the chest, causing him to lose his footing and kicking one in the knee. Octus sprinted at amazing speeds, pushing many adversaries into the woods and rocks. Sashi ran ahead and fought back-to-back with Penn, kicking one right in the jawline while Penn sliced and blasted with his weapons.

"How did you know who blew our cover this time?" Sashi asked her partner, convinced that this was the fault of their best friend.

"Not to argue with you, Sash, but it wasn't Boone this time!" Penn countered, shielding himself while blazing.

"Seriously?" Sashi asked.

"It's true! In fact, Randy and Rex were the ones who blew it!" Boone exclaimed, blasting as many as he could.

"Only by accident!" the Ninja exclaimed as he stepped into the fray with one of his attack balls.

It was a ninja ball used in an unusual way.

"Ninja bee ball!" the Ninja exclaimed as he tossed the ball.

Once the ninja flung it to the ground, a swarm of bees attacked the adversaries, causing them to scream as they were repeatedly stung, while Rex fired at them with his Slam Cannon, which used several pebbles as ammunition.

Lance jumped from the top of a nearby tree to attack two guys.

"What is wrong with you guys?! This was supposed to be a covert operation; why didn't any of you follow my lead?! Vanish into the jungle!" Lance yelled straight at the team, having witnessed them blow their cover in the worst way conceivable.

Rex built the Smack Hands, whacking soldiers to the ground and giving the corporal his own words.

"That's what you were doing? Well way to fill us in on the game plan pal, it was real helpful!" Rex chuckled.

"Yeah, we're not mind readers, you know," Ninja said, punching one repeatedly in the chest before kicking him right up to the chin.

"If I recall correctly, you're a ninja, I would've thought you of all people would have understood the concept of sticking to the shadows. Unless of course that's only in-name only." Lance responded.

"Okay, now you're just being mean," Ninja remarked as he noticed a Hyena fleeing, and he was about to throw a ninja ring at him when Big Chill emerged from the earth and froze the Hyena, preventing him from escaping.

With all of the assailants defeated, they were herded up and fastened to the trees to prevent them from fleeing, and the Legion decided to trade notes.

"Solomon's intel was right as those are official A.S.A.F uniforms and weapons. And I'm going out on a limb here, but I'm going to suggest the other ones are the Street Hyenas, the island's former proprietors," Kim explained.

Big Chill eventually transformed back into Ben Tennyson.

"Have they spilled any info we could use?" Ben inquired.

Zak shook his head and added, "Sorry, Ben, but these guys must have been trained to handle interrogation, and pretty well, I might add."

"There's another thing to keep in mind. Previously, just one group dealt with the armaments, but A.S.A.F decided to kick them out; their weapon manufacture has all but ceased; it appears that as a side goal, A.S.A.F sought to eliminate the competition." Lance stated.

Rex groaned in boredom and stated, "Okay, we get it, the group of psycho warriors want to be the only ones selling alien weaponry, so let's go ahead and ruin their little schemes."

"Not yet. You may not know this, but G3's technology is based on Galalunian designs, which means the same for the weapons A.S.A.F has been employing throughout the time we've fought them, and they may be planning something with that level of sophistication." Lance interjected.

The Corporal's thoughts then turned to when Ilana informed him that their boss possessed a Mutraddi-made weapon, which was a red flag in and of itself.

"It's important that we don't cause too much of a disturbance until I know what it is." Lance stated

"Until you know?" Rex inquired skeptically, walking up to him and glaring directly at his face.

Lance returned the gesture with a sneer, saying, "If we're serious about this team, then it needs a leader."

"And you're the obvious choice? Dude, you ducked out on us without so much as a warning, which is not really something a leader does." Rex scoffed, not enjoying the notion of having take orders from someone like him.

"So you think you could do a better job than me? Don't even joke, Salazar; you're more likely to get us into trouble than to get us out of it. Your reckless attitude puts everyone at risk, so I believe we know who's least qualified, and it's not a reckless loose cannon with no concept of how to be covert." Lance stated.

"He's not wrong, but a real leader doesn't leave his team wondering where he is; he makes sure to let them know what he's planning; did they teach that at military school?" Penn piped up as he and a few others decided to say some peace as well.

Jack attempted to be more empathetic and replied "We mean no offense Lance, but they're right, you say Rex is reckless but you yourself acted on impulse without any prior warning to everyone else, you can't expect them to follow if you proceed to act on your own."

"With all due respect, Jack, I expected them to follow my lead, which they comically failed to do, and I doubt that any of them knew a thing or two about leadership," Lance stated.

"Dude, being a leader isn't about knowing everything; it's about trusting your team, and from what I see, you didn't warn us without caution," Danny remarked.

"In other words, your solo act is what forced us to blow our cover!" Rex stated, telling Lance directly to his face.

"You are stepping out of line, do you realize that?" Lance muttered, glaring back at Rex and reaching for his watch, while Rex's hands lit with blue circuit lines.

Everyone else watched with mixed feelings of eagerness, worry, and nervousness.

"Man, here I am without any popcorn." Ron said, with Rufus nodding in agreement.

Steven answered, "Yup."

All of this conversation about who should lead the squad prompted Aang to pose the million-dollar question.

"So, do any of you want to lead?" Aang asked.

Max shook his head and pointed at Rex and Lance, saying, "And risk arguing like that? Yeah, I think Steel and I are good where we are; I can't even imagine myself ever leading my own team; how about the rest of you?"

"Yeah...no, let me tell you right now Max, I'm more of a follower." Ron shrugged.

Ron gazed at his girlfriend.

"You know KP, you've always taken the lead from our first mission together; you'd be perfect." Ron said

Kim gently rejected, saying, "I appreciate the vote of confidence, babe, but in a group like this I might be in over my head."

"I was built to stop crime, not lead a team, so I'm out," Jenny remarked, mostly because she didn't think she'd be able to be an effective leader.

Boone was going to speak when Sashi stopped him and said, "Don't even think about it."

Boone answered, "Fair enough."

"I've led Cryptids, leading other people might be a bit much for me." Zak replied.

"Well, Jack is a skilled warrior and the future emperor. He's survived worst and has led others into battle countless times, so it's natural to think of him as the leader." Ashi replied.

Ben thought about it and replied, "Yeah, you have a point."

"In any case, that should hardly be our main concern right now." Octus said.

"I just wish they'd stop fighting," Ilana remarked, her face filled with concern.

"Star, have you considered yourself?" Marco inquired.

The Mewman princess was taken aback and quickly tried to dismiss such an idea, saying "Oh no way, I mean, I barely take being a princess seriously, so I'm not sure if you'd want me as a leader."

"But you're a future queen of Mewni; it would be good experience, and I'm sure you'd do great," Marco added, making Star glance away as her cheek markings blazed pink and her face turned scarlet.

Zak felt a burning sensation in his head and rushed to one of the restrained group members who attempted to get A.S.A.F out.

"Look, I don't really care who gets to lead; I believe we should focus on completing the mission," Ladybug frantically informed them.

Ben said, "Exactly what I was thinking."

Ben then began to walk up and get between Rex and Lance.

"Alright, that's enough, you two; we won't accomplish anything if we fight each other, so get your heads in the game," Ben shouted, pushing Rex and Lance away from each other.

Rex and Lance exchanged one more scowl before heading away in a huff. Ben could only groaned and look at the tied up Street Hyenas, thinking of something.

"If the A.S.A.F. unit won't talk, why not question the guys who used to operate this place? They could know something we don't." Ben suggested.

Zak nudged Manny and gestured for him to peek in his pocket.

"Check it out. It seems like notes from each location they laid out, and one has a lot of tunnels," El Tigre remarked.

Marco tilted his head, "Seriously? That's pretty dumb to just carry around."

Cat Noir high-fived El Tigre as he exclaimed, "Nice one, little cat."

"Thanks, Zak; he figured it out." El Tigre said.

Ben stood in front of the island's former proprietors and stated, "I guess you're not as brilliant as you used to think, pal, so anything you say, our friends will gladly interpret for us."

Sighing in defeat, the tied-up man told them everything they knew, so he had no choice but to say, "Our former factory is only about 20 kilometers from here, and the only way to sneak in undetected is through a secret entrance just behind a large boulder that you can't miss; whenever there was an emergency, we'd use underground tunnels to escape."

The Ultra Legion turned to face each other, knowing exactly what their next move would be.

---

As they discovered, the factory was close to where they were, and they stood on a ledge with a clear view of the ground below. Rex looked through his goggles, while Lance used a pair of binoculars to see multiple guards accompanying them, driving high-tech forklifts to transport weapons crates.

"Look at all that product. It seems we stumbled on them during a buy that appears to be going down soon; the question is who are they selling their technology to and why?" Lance observed as he took note of a helicopter pad, but he was also intent on confiscating or outright destroying anything Mutraddi-related.

Jack decided, "We need to identify the buyer."

"Exactly what I was thinking," Rex responded.

Lance scoffed. "Yeah, because you're such a thinker."

Rex looked at him and replied, "Again with the sarcasm, dude? You know, a real leader would focus on getting some answers."

"Hey guys," June announced as she noticed something.

Everyone then looked at what June was pointing at, which was a boulder, but not just any boulder, so Jenny lifted it up, uncovering a concealed entrance.

"It's just like the creep said, and hopefully we'll find answers this way," Jenny replied.

The team entered through the secret passage as they discovered a blocked entrance, but there was a button nearby, and with one simple push, the entrance opened, allowing them to pass through a locker room. Lance motioned for them to hang back while she checked the door, which he quietly opened and checked to see if there were any guards in sight, but thankfully there were none.

Lance remarked, "All clear." as he dashed out to scout the area, leaving the others behind, much to Ilana's concern.

"Lance, hold on!" Ilana exclaimed as she and the others followed him downstairs, but he was still nowhere to be found.

"Are you kidding me? Dude ditched us again." Rex growled.

Kim remarked, "Cat Noir, Zak, June, Sashi, and Penn, let's go find him."

"Wait guys, hang..." Ben remarked.

But they had already gone forward.

"...on," Ben murmured, face palmed.

Steel noted, "The chain of command really needs some work."

---

Unbeknownst to them, Lance had moved up to an observation deck that undoubtedly held secret information on whatever the A.S.A.F was planning. With great stealth, he crept up to the guy in the chair, pulled him out of his seat, and kicked him straight in the chest before socking him on the right cheek, causing him to fall down. He then proceeded to observe the computer console that the soldier was using.

---

Back with the rest, they were hiding behind crates as they watched forklifts lift and move crates to the pad outside and at a rapid pace.

"Just look at the massive shipment. Whoever buys from these psychos must have a lot of money." Danny commented.

"I agree, but there is something I can't seem to process. In here, there are the kinds of G3 technological weapons that S.A.R.S had previously managed to steal, but they completely ignored them. Meanwhile, they seem to be heavily focused on the crates over there; what could possibly be in them that's more important?" Octus asked, gesturing to the crates they used as cover.

Ninja shrugged. "Maybe...freshness counts?"

"Somehow, I doubt that, Randy?" Ashi said.

Steel pointed to the empty sky and stated, "Guys, I got a reading on a helicopter."

Everyone then looked to where Steel was pointing.

"By my calculations, it'll take about an approximate 3.4 minutes to arrive." Steel stated.

"That must be the buyer. Ron, alert your girlfriend and the others." Danny concluded.

Ron nodded as he activate his communicator to get in touch with Kim.

---

Speaking of which, Kim and her group had found the observation deck where their wayward teammate was, but Lance didn't seem to notice the two A.S.A.F soldiers who were about to ambush Lance, so thinking quickly, Zak used his Claw's staff mode to hit the soldier upside the face while Kim flipped over and held up a hair spray bottle containing knock out gas, causing the other soldier to fall.

"What exactly are you doing, Lance?" Kim asked the corporal, annoyed by his disappearance.

"I saw the deck from below and knew there had to be important information, so I decided to investigate," he replied, not taking his gaze away from the screen.

"Well, Lance, thanks for keeping us updated." Cat Noir said with a small grin.

"Did you see anything noteworthy?" Zak asked, peering over Lance's shoulder.

"Schematics. It looks like they're trying to make some sort of new technology that I barely recognize." Lance stated as he showed them numerous blueprints revealing fresh concepts for machines built solely for fighting.

"I can tell you right now that we're looking at Galalunian technology; Octus demonstrated how it works, but check it out. like's clearly Novatron stuff; it appears like they're attempting to combine these wildly disparate pieces of technology into some type of hybrid technology," Zak added.

"That's bad, right?" June asked.

"You've got no idea, June. With this type of merging, this hybrid technology is far more damaging than either of its parents, and that's not all. There's a third element in these designs, but I don't recognize the design; it's not Novatron or Galalunian in origin, and I'm curious how they obtained it." Zak stated, pointing to another set of blueprints.

But Lance recognized it right away: it was Mutraddi tech mixed up with advanced alien technology, exacerbating the situation.

"Perhaps we might question our mystery buyer. That would make whoever it is an A.S.A.F supplier, utilizing the organization to produce super weapons," Kim remarked, rubbing her chin.

Kim's attention was drawn to a picture in which the others saw a helicopter landing on the platform with its doors open.

Kim was then being contacted by Ron through which she answer.

"Kim, are you seeing this?" Ron inquired.

Kim remarked, "Yeah, we can see the ship, Ron."

---

From both viewpoints, the team saw someone—or rather, something—leave the helicopter. The mysterious buyer's entire appearance was hidden by a black cloak, and the night's added darkness made it particularly difficult to make out his face. This seemed to add to the mystery surrounding this person's identity as he passed by the gathered A.S.A.F. soldiers and met their Lieutenant.

"Lieutenant." The Black Cloaked buyer remarked, greeting with a rasping sound through a nasally voice.

"We've been expecting you," the Lieutenant replied, motioning for the soldier next to him to step forward with a briefcase.

The Black Cloaked buyer then took the briefcase, opened it, and took what he wanted before closing it.

"All of the arrangements have been made and finalized; all that's left now is to delete any files still remaining in the master computer stationed here, and soon after we'll strip this island of anything useful, then destroy it," the Lieutenant added.

"Fantastic, our master will be quite pleased, we will have the upper hand on our adversaries." The buyer said

The Lieutenant, however, and everyone else in the room were unaware that Danny was listening in while invisible. He then took a picture with his dimensional gadget and emailed it to his pals so they could see a picture of the enigmatic buyer.

After everything was done, all they could do was speculate about him.

Sashi chastised, "A dude in a cloak? That's all he can give us?"

"It's better than nothing. My friends, I'm afraid with all the security, we may have to act sooner rather than later." Jack replied.

"Jack's right, let's move!" Ben said as he activated the Omnitrix and slammed the dial, transforming himself into a giant beetle-like creature. He is encased in a hard, black shell and has six limbs with sharp claws. He has a long horn on top of his head. He wears green folding wings on his back. His midsection, jaw, and forearms are gray, and the Omnitrix emblem appears on the left side of his horn.

"EATLE!" Eatle exclaimed as he took more bites and blasted the A.S.A.F. soldiers even harder before they could react.

When the Lieutenant heard the disturbance outside, he turned to one of his men.

"Activate the Brawler!" the Lieutenant exclaimed.

The Soldier then began typing in the activation codes, when a large storming sound was heard and a crouching robot emerged from behind them, revealing itself to be large in both shape and size, with heavy arms capable of dealing a very powerful blow to anyone in its path. The robot leapt up and crashed through the roof of the warehouse, right where the team was hiding, forcing them to flee. The Lieutenant and his comrades went inside to see the Ultra Legion.

"You again. Destroy them all!" the Lieutenant ordered the men, and the Brawler was charged.

Jenny charged as well, clutching its chest, but the more malevolent robot grabbed her legs and tossed her aside.

Marco took out his dimensional daggers and constructed a vortex to absorb all of the fire that was being directed at him.

"Kim! We got a firefight in our hands, and we could use some help!" Marco said as he contacted the others.

Max Steel raised his arm, shouting, "Turbo blaster!"

From there, a firearm weapon appeared in Max, and he fired back at them with multiple rounds of turbo-powered ammunition. Danny flew in while still invisible, sending freeze blasts that covered most of them in solid ice. Jack then slashed them against their armor, and his wife transformed into a lioness and mauled a few of them. Aang used his Earthbending and Waterbending skills to hit them. Steven also used his shield to summon and throw it to each soldier, hitting them with it before returning it to him. The Ninja used smoke bombs to provide himself a way to hide as he entered the Ninja Rage, where his suit changed into inverted colors.

"Ninja Tengu fireball!" the Ninja exclaimed as he unleashed a big fireball, causing a small explosion.

El Tigre maneuvered on all fours to clear the path. He launched a clawed fist to punch someone in the face, but the commander fired an electric net, trapping El Tigre. Fortunately, Kim Possible arrived in time to prevent them from shooting El Tigre, grabbing him and flipping away before using a laser lipstick to cut him free. Lance was going to intercede when he noticed the Lieutenant leaving and decided to chase them. Ilana, in her Corus armor, opened fire on the attackers, resulting in a major firefight as Octus unleashed orbs of electricity all around everybody who wasn't an Ultra Legion member. Ladybug used her Yo-Yo to snatch weapons from Boone, who was putting up the shield while Penn and Sashi took the offensive. Ron, June, and Rex assisted Jenny as the EVO formed the Bad Axes, and Ron punched with an MMP-charged fist, causing a few dents and sliced marks before June fired magic bolts to create a larger dent.

Ben, as Eatle flew in, discovered that the enemy had more reinforcements.

"Guys, we may need to regroup! Lance pave way for a-" Eatle stated

But Eatle didn't continue his sentence because there was no indication of the Corporal.

"Oh come on, where could that guy be now?!" Eatle exclaimed.

Lance followed the A.S.A.F leader and the ever-mysterious buyer outdoors, where an emergency transport was waiting for them after Danny Phantom destroyed the helicopter, and before they could board, Lance landed and stood in their way.

"Ah, I see Solomon decided to send in you, how fortuitous. It has been some time, hasn't it? Corporal Lance." The buyer stated as he met Lance.

Lance was taken aback when he discovered that the buyer was aware of his identity, which had previously been kept hidden.

"Tell me, are you going to form Titan with that miserable princess and your robot companion? It's always been your little ace in the hole." the Lieutenant asked.

Lance was concerned after hearing all of this intimate information. The Lieutenant and the buyer were aware of Ilana's status as a princess, as well as Titan and Octus, but how much more do they know? Not only that, but there was something strange about them; despite their secret identities, there was a sense of familiarity between them both, almost as if he had met them before.

"How do you know all of this?! Who are you?!" Lance shouted.

The A.S.A.F Lieutenant chuckled as he stepped forward.

"Oh Lance, I'm not surprised you haven't figured it out; compared to me, you've always been behind, and yet...time and again, they'd rather have you out on the front lines and didn't give me a second glance, despite the fact that I deserved the spotlight. I was the one with the reputation, while you were just some lonely orphan with no right to be a true soldier. You may not know who I am yet, but I can tell you this: I've waited a long time for this!" the Lieutenant said, clenching his fist.

The Lieutenant charged at Lance, but he flipped over and took a battle posture until Eatle called him.

Eatle yelled, "Lance, we have to move!"

Lance gritted his teeth and considered his alternatives. On the one hand, he was eager to learn their identity and what they intended to do with their hybrid technology, especially since one component was Mutraddi tech, but a part of him considered the team; they were a pain, but what kind of person would he be if he just left them hanging...again.

"Lance, please!" Ilana asked.

At the time, it was Ilana, and Lance instantly realized his most essential mission: to defend her. As the Lieutenant charged again, Lance threw a smoke bomb, which he exploited to flee, much to his foe's chagrin.

"Darn it all!" Lance exclaimed as he disappeared.

The Lieutenant relieved his anger as he pursued Lance, but the buyer stopped him.

"Calm yourself, Lieutenant, you will have your chance; for the time being, we need to inspect the product. We can't leave until we're certain they're salvageable," the Buyer stated.

All the Lieutenant could do was glance at the location where the corporal vanished.

"Next time..." the Lieutenant replied, promising they'd meet again.

---

"Everyone, head to the exit!" Eatle instructed as he led the crew to the exit.

Danny then constructed an ice wall to protect them and soared beside them as they fled, with Ilana holding Lance and deactivating her armor as she ran with the others, but the A.S.A.F warriors and the Brawler were not far behind, opening fire on them.

"Ron, the support beams!" Danny exclaimed.

"On it," Ron shouted as he used his mystical monkey strength to punch them away, causing a cave-in that separated the squad from their foes. It worked a bit too well, nearly crushing them, but they made it through without incident.

The cave was dark, but Danny's hand glowed green to provide light, as did Aang as he used his firebending to build a tiny blaze, and Eatle transformed back into Ben Tennyson, inhaling and exhaling for a minute before stopping to take a little break as he sits down in the ground.

"We should be safe here. At least for now." Jack replied.

"I can't believe we had to turn tail and run; with the power we have, it should have been easy to take them down," Rex stated crossly, folding his arms.

"It was a tactical retreat, Rex. And besides, it was the only thing we could do all things considered." Zak replied.

"Doesn't change the fact that our first mission went so wrong," Kim stated, looking down in slight despair and a bit disappointed in herself because she rarely dealt with such defeats.

"I told you this team wouldn't be perfect," Lance explained to Ilana, who could only gaze down in shame.

Rex felt he'd had enough and intended to settle some matters.

"Oh, so now you're part of the team, huh? This coming from the guy who ditched us twice in one night just to play secret soldier or something!" Rex responded.

"As I said before, this team requires an effective leader!" Lance reminded him.

"And it's definitely not you! I'd rather follow Penn than some hotshot who doesn't even know how to connect with his squad!" Sashi exclaimed.

Ron nodded in agreement, saying, "Yeah Lance, even I know that's an insanely stupid move."

Rufus chirped in accord.

"No one can follow a leader who is never there," Jake said with a frown.

Manny inquired, "How can you expect us to trust you if you do not trust us?"

Lance had reached his tipping point as he said, "I was expecting you all too..."

But Jack interrupted them.

"Enough!" Jack exclaimed, urging everyone to stop fighting.

Everyone stopped fighting and looked at Jack.

"Fighting amongst ourselves will not solve anything; remember, we must work as one!" Jack stated, which caused them to calm down, for the most part.

Given the scenario, Ben stands up and chooses to try to calm Lance's frustrations as he approaches him.

"Look, Lance, I totally get why you want to be a team leader; you have experience as a soldier where you come from, but we are not soldiers; we are people who simply want to do the right thing, which we cannot achieve if we continue to fight each other rather than our true adversaries. This team is still in its early stages, and if we are to succeed, we must all rely on one another, communicate correctly, and be in perfect sync. The mission failed because we did not do that; there was no genuine strategy to follow; we want the Ultra Legion to be more than a group of teens and two time-displaced adults, don't we? Then we must operate more effectively as a team rather than as individuals, as this will do more harm than good that we cannot afford." Ben said.

Lance remained silent as he listened to everything that was said to him, and he realized that Ben was absolutely correct; back in the army, he was always known for his insubordination; it wasn't their fault that they couldn't follow his lead; he just didn't have it in him to let them know or to actually talk to them; guess he's the one who has his own flaws as well.

"You're right, Ben. This isn't like the military, I can't lead a team like this, I'm not a leader." Lance replied.

"But you were right before. We do require a leader, someone to coordinate ourselves as a better force, isn't that right Ben?" Jack replied as he rose to the situation.

Ben nodded and responded, "Yeah, you're right, and if you ask me, Jack, I think we know the right man for the job."

"Indeed. That is why I nominate you as our leader," Jack remarked, placing his hand on Ben's shoulder.

Ben's eyes immediately expanded in pure disbelief.

"W-wait, what? No, I was talking about you; weren't we all? Right, guys?" Ben said.

But suddenly, Ben noticed that they were smiling at him.

"Guys?" Ben asked.

"Actually, Ben, he's not wrong." Jenny agreed.

"Yeah, man, you take command since we had to deal with the Novatrons, and you've dealt with this type of invasion on your Earth better than us, right?" Danny remarked.

"Not to mention having a clear head in the middle of a stitch," Kim said.

"I agree with everyone in the room to pick you as our leader" stated Steven.

Rex gestured to himself, Zak, Max, and Steel, saying, "We could've told you, pal."

Steel added, "Statistically speaking, it was bound to happen."

Max added, "And he's never wrong."

"We're all ready to follow you," Marco vowed as Star nodded.

"If Jack thinks you're the best one qualified to lead us, then I'd trust his intuition if I were you, Ben," Ashi stated to him.

Ilana looked to Lance, who nodded in agreement.

Ilana replied, "I'm with them."

Ben wanted to be assured about this, despite how confident they appeared to be.

"You guys are absolutely certain?" Ben inquired.

Their nods were all the response he needed, so Ben accepted his new status as team leader.

"Fine, I accept, but I'll tell you right now that I'm far from perfect because my sense of humor occasionally gets the best of me," Ben remarked.

"No one is perfect, Ben. But we're in agreement," Cat Noir stated.

Once the final decision had been decided, it was time to get down to business.

"All right, Ultra Legion, our first objective should be to prevent that shipment from leaving this island, so here's what we're going to do..." Ben said as the team gathered around him.

---

On Ben's orders, Marco opened a portal, and the Ninja decided to mess around with the copter and add a little surprise for them; the Diaz boy was on the lookout as the shadow warrior snuck aboard and went to the main controls, taking out a pair of sais and jabbed them into it, where small sparks flew, he went out and signaled Marco that it was a success. They both ran as they watched their opponents approach the copter; the buyer entered and discovered the wrecked controls; he then alerted his allies of the setback.

"I'm afraid we are the victims of sabotage, no doubt by our interlopers." The buyer responded,

The A.S.A.F Lieutenant stated dryly, "Great."

One of his men came up, asking "Sir, should we send search parties to look for the intruders?"

"Don't be silly; they'll come to us," the A.S.A.F. Lieutenant stated dryly.

Marco then notified the team leader of their success.

Marco added, "Ben, the copter's controls are done for."

"Roger that Marco, you and Randy head back, it's time for the next phase," Ben responded.

Marco entered an escape portal while the Ninja smoke bombed their way back to the tunnel, and they began to travel toward the exit on the other side.

"We still do not know who the buyer is. All we know is that he's somehow related to the A.S.A.F because he appears to be familiar with their leader and they have access to an unknown type of alien technology," Kim explained.

"There's also the hybrid technology thing; combining Novatron and Galalunian with this unknown technology requires some serious scientific effort," Zak remarked.

"I suppose the correct expression is 'tip of the iceberg'," Octus noted.

"However, we need to act quickly. Messing with the controls will only slow them down, and we can't afford to spend any more time," Ben explained as he activated the Omnitrix and slammed the dial, transforming himself into an alien.

It took some time, but the A.S.A.F forces were able to fix all of the damage to the manual controls, but just in case there was any more trouble, they activated the autopilot for safety.

"Sir, the helicopter is operational," a soldier stated as he informed his Lieutenant.

But, out of nowhere, a blue and black blur crashed into him, knocking him down; it was revealed to be XLR8, who kicked another just as he began shooting, but this alien was too fast for them all.

"Ilana, you guys are up," XLR8 screamed upwards, as the armored princess fired multiple lasers down at her targets.

Jenny also flew by and landed just in front of the brawler.

"Wanna go another round, big boy?" Jenny asked, smirking.

The towering mech charged, but was greeted with a powerful punch, followed by a double flame strike by Steven, Jake, and Aang.

"Sorry, that wasn't the plan," Aang remarked.

Massive flames engulfed it as Jake continued to breathe out everything he could, but he was subsequently hit by a shot from the Lieutenant.

"Oh, that was a mistake, Doug. Come on, give it your best shot." Jake replied as he flew to him and decided to do things the old-fashioned way.

But, just as Jake had asked, additional shots were fired, but he dodged them all, punching the blaster away from the commander's hands and sending tail swipes at him, but he backflipped over, and he was unprepared for Jack swinging his sword at him, breaking a section of his mask and revealing his right eye.

Grunting in rage, the Lieutenant drew out two pistols and shot at Jack and Jake, who attempted to stop them, giving the Lieutenant time to back up to the helicopter.

The buyer calmly stood there, watching the drama unfold, until a shuriken was hurled, severing a portion of his cloak.

"Hey, shoob!" the Ninja said.

The Buyer then noticed Randy, Kim, Ron, Cat Noir, Ladybug, Zak, Max, June, and Boone appear and surround him.

"Going somewhere?" June inquired.

The buyer remarked, "You pitiful children have no idea who you're messing with."

Ron answered, "Then enlighten us."

Ron then attempted to move to remove the robe, but the buyer surprisingly jumped out of the way and then delivered a powerful attack at the blonde, knocking him back. He tried again, but this guy was slick and executed a spinning kick, knocking him down.

"Okay, that was actually pretty enlightening," Ron replied.

Kim charged forward, kicked the buyer away, and declared, "No one messes with my guy."

"Are you okay, Ron?" Ladybug said as she assisted Ron in getting back up.

"Fine Ladybug, just as soon as I get even with him," Ron responded.

Boone fired him several times, but the buyer sneaked past them, nearly striking one of the others.

Max said, "Hey, watch it, Boone!"

Boone apologized, "Sorry, Max."

The Brawler was ready to help its masters crush the invaders, but Danny in his Phantom Flame State blasted its powerful armor with ecto-flame blast, causing a gateway to appear. Marco and El Tigre rushed on it and attempted to scratch it, but it tossed them to the ground.

"Shooting star explosion!" Star exclaimed as she unleashed explosive shooting stars, with Aang assisting her with Earthbending to destroy the mech.

Max rushed away from the buyer and decided to join in, prepared to use another of his weapons.

"Turbo lash!" Max yelled as Steel linked with the handle, causing a large blue whip to appear. He wrapped it around the Brawler's arm while Steven and his Pink State punched it in the side. Rex appeared and began punching it repeatedly with the Smack Hands; the force messed with the machine's sensors, so he made contact by pressing his hand on its chest, and with the nanites, he easily deactivated it.

XLR8 grabbed all of the weapons with his incredible speed and laid them down on the ground.

"Octus, if you'd please," XLR8 said.

"With pleasure," Octus declared as he unleashed an electric blast that annihilated them all.

The damage of their weaponry rendered the A.S.A.F troopers helpless, which Cat Noir and Ladybug gladly took advantage of.

"Aw, looks like they lost all their toys," the cat hero stated with fake pity.

Ladybug responded, "Let's comfort them in our own way."

As they dealt with everyone, the two Parisian heroes punched, kicked, jabbed, and wrapped their staffs and Yo-Yo around their bodies and limbs.

With the buyer, he was able to get past the others before being knocked back by a missile fired by Lance in Manus armor, with Ashi standing alongside him.

"Ashi, go!" Lance exclaimed.

The half-demon woman transformed into a black cheetah and sliced its paw against the cloak, causing a tear, before Penn entered and administered some more slashes, particularly on the arm, and he observed that the blood was purple.

"What are you?" Penn inquired, staring at the blood.

Snarling in discomfort, the buyer attempted to flee, but Sashi pinned him to the ground.

"Don't think so, punk!" Sashi exclaimed, raising her energy blade.

The buyer grabbed Sashi's throat and cruelly choked her as she felt the air leave her system, but Penn leaped in and blasted him.

"Sashi!" Penn exclaimed, cradling her body as she leaned against his chest.

Sashi apologized, "Nnn...I got careless PZ, sorry about that."

Penn comforted her, saying, "Take it easy, babe, I got you."

The buyer hurried to the Lieutenant and said, "I believe now is the time for our departure."

"Sorry to cut this little game short, but we have a flight catch!" the Lieutenant exclaimed as he and the buyer boarded the helicopter and activated the autopilot, causing it to take off into the skies.

El Tigre aimed his right paw and exclaimed, "Don't think so!"

El Tigre's chain latched onto the copter as he was hauled to the sky; the commander spotted this and began shooting at him to get him to leave go, then chose to shoot at his claws; fortunately, he realized at that moment he had to let go, leading him to scream as he went down, but Ilana saw him fall.

"Manny!" Ilana exclaimed as she flew to catch him before he could become a blur on the ground.

Manny might not have survived if Ilana hadn't caught him in time.

"Are you okay?" Ilana asked.

Manny spoke in a disappointed tone, "Yeah, thanks, sorry I couldn't get them."

"Don't worry, Manny. It's time to show off our little gift to them," Ninja added, taking out a remote.

And with a press of the button, the containers within the copter exploded, causing the copter to lose control, prompting the Lieutenant to jump out while grasping the customer; he had a parachute, allowing them to land in the bush from afar. The helicopter plummeted until it collided with the facility, causing a massive explosion that destroyed both it and the technology inside, ensuring that it could never be used for malicious purposes again.

The Ninja stated, "You know, I've always wanted to blow up a weapons factory."

XLR8 then changed back into Ben Tennyson.

Everyone gathered to examine their job, and while he would have wanted less pandemonium on this mission, he still considered it a success.

Lance grinned as he stated, "We picked the right guy to lead."

To which Ben smiled back.

"Thanks, though I'm not sure if Solomon would agree." Ben chuckled nervously.

"Well it's a good thing being a leader automatically makes you the only one to explain the whole mess to him," Boone replied.

Kim and Ladybug give Boone a double nudge.

"What?" Boone asked.

---

Fortunately, despite the fact that the leader of G3 was slightly dissatisfied that they did not follow his advice to use stealth, he was not too upset because the goal was still achieved.

"Even though you managed to blow your cover, putting the mission's completion in jeopardy, you were still determined to complete it, so nice job. No war strategy survives first contact with the enemy; how you adapt to the situation is what truly demonstrates victory, and how you choose the leader determines character," Solomon stated.

Ben smiled as Rex and Max patted his back, and Jack nodded in appreciation.

"We still don't know who the buyer was, what they planned to do with the hybrid technology, or who it was intended for," Zak added.

"True, but we'll figure that out later; in the meantime, you should be proud," Solomon remarked as he ended the connection.

Marco heaved a sigh of relief and added, "Phew, I thought he'd make us write out everything that went wrong during the mission."

Marco then observed his teammate's concerned demeanor.

"Hey Lance, are you alright?" Marco inquired.

Lance said, "Fine. Just thinking."

Lance was thinking about the buyer and the Lieutenant, and he couldn't help but notice that they appeared familiar for some strange reason, as if he had met them before, but how?

There have been many questions, but not enough answers.

---

Earth 7: Gardenia

At night in Gardenia, we visit the Love and Pet shop and see Winx in their Love and Pets outfits.

Bloom's Love and Pet outfit includes a yellow and green polka dot shirt and a blue and pink sweater. She wears blue and pink shorts. Her shoes are yellow and pink sneakers, with blue leg warmers.

Stella's hair is in pigtails with pink ties, and her Love and Pet attire consists of a strapless orange romper underneath a green sweater. She wears orange shoes and pink ankle socks. It also features yellow laces and green heels.

Flora's love and pet attire includes a pink and green long-sleeved top. She's wearing a bright pink miniskirt and a pink headband with green cat ears. Her boots are pink, with green heels. Flora also wears a green bracelet on her right arm.

Musa's Love and Pet attire consists of a bright pink off-the-shoulder dress with cobalt blue straps and a low-hanging belt, as well as matching boots. With the boots, she wears white stockings with pink borders. Her hair is kept in a low ponytail with a yellow scarf hair tie.

Tecna's Love and Pet attire includes a purple hat with polka dots and a blue-striped corset. Her outfit consists of a pink jacket and green capris with purple edges. She also wears pink ballet flats.

Aisha's Love and Pet uniform has a green crop hoodie with pink fur accents. Because her pet's name is Milly, her pink shirt has carrots on it. She wears silky purple boy shorts with a green waistband and a small bow. Her shoes are pink heels and green socks.

The Winx were relieved that Stella was okay after what occurred between her and Brandon.

"I'm glad you're okay, Stella," Flora remarked.

"Yeah, you made us worry," Aisha admitted.

"I know, but I'm glad to have friends like you," Stella remarked, smiling.

The Winx smiled at what Stella had just stated.

The Winx and their pets were having fun while doing their jobs as pet shop owners, but just as they were doing something in their job, three people came into the store, which caused Sthe Winx to moan because they knew who these people were.

These three people were all girls.

The first one has a pale complexion, blue eyes, and short red hair that is flipped to one side. She wears red straps on both arms, a red tube top that exposes her belly and has a cut on the side, and red shorts held in place by a belt, leggings, and red boots. She's wearing magenta makeup.

The second one has a long dark purple hair pulled back and styled in a low ponytail with two dark blue scrunchies and a dark blue headband. She wears purple cosmetics and pale lipstick/gloss. She's dressed in a dark blue dress that is relatively short and exposing, as well as purple heels. Ribbons placed around Sally's lower legs hold the heels in place. The ribbons are the same color as her heels.

The last one has long black hair parted on one side. Along with pale skin, she wears dark blue cat eye framed glasses. She wears a green tank top with a single yellow line and little cut-out pieces down the center. She also wears khaki capris.

It was Mitzi and her two friends, Darma and Sally.

"Well, well, well if it isn't Stella and the Winx," remarked Mitzi.

"What do you want, Mitzi?" Stella asked.

"Oh nothing, Stella, I just heard Brandon broke up with you; it's so sad," Mitzi replied in a snarky tone.

"It's none of your business, witch," Stella stated.

"Oh is it? It's just that you're the only Winx member who doesn't have a boyfriend," Mitzi added, laughing with her friends.

Stella is now enraged at Mitzi and her friends. The Winx tried to calm her down, but Stella came up with an idea.

"Actually, I have a new boyfriend," Stella explained.

The Winx, as well as Mitzi and her pals, were shocked because they had no idea Stella had a new boyfriend.

"You do?" Mitzi inquired.

"Yeah, he's handsome, cute, cool and sweet," Stella replied.

"And what is his name?" Mitzi questioned.

"His name is...Ben Tennyson," Stella stated.

The Winx's eyes widen with surprise when they learn the name of Stella's new boyfriend, Ben Tennyson.

"Hmm, I hope he dumped you as well," Mitzi added as she and her pals left.

Stella groaned, but in truth, she didn't have a new boyfriend since she only thought of something to make Mitzi jealous, but it didn't work because she didn't appear to care. In actuality, Stella was talking about Ben, a 10-year-old boy who she thinks him as her new boyfriend to make Mitzi jealous.

The Winx then approached their buddy Stella, still astonished by what Stella had revealed.

"Stel, you don't have a new boyfriend," Musa commented.

"I know, Musa, I just think of something to make Mitzi jealous so I think Ben?" Stella said.

"Wait, you mean..." Bloom remarked.

But Bloom did not finish her sentence because Stella began to blush.

"AH," The Winx shrieked in delight, surprised by Stella's crush, Ben, whom they had met as well.

"So you do like Ben," Musa said.

"Well, yeah, I like him; after my breakup with Brandon, I started thinking about Ben," Stella admitted with a flush.

"Oh, that is sweet," Flora remarked.

"Yeah Flora, it's sweet," Stella replied.

Stella became unhappy after that.

"I wish I could meet him again and how's he doing" Stella stated.

"Oh, Stella I'm sure you'll meet Ben again someday," Bloom replied.

"You guys really mean it," Stella inquired.

"I'm with Bloom, I mean there's a possibility that we will meet him again and maybe tell him how you feel" Tecna replied.

"I don't know girls, I think maybe I'm wrong to have a crush on him because he's way out of my league" stated Stella.

"Oh, come on Stella, age isn't a problem when it comes to love," Musa added, thinking Stella and Ben are cute together.

"I still have that picture I took of you kissing him on the cheek last year; it was adorable," Flora agreed.

Bloom, Aisha, and Tecna all agreed and added, "And cute."

Stella shouted, "WAIT WHAT!"

"See for yourself," Flora said.

Flora handed the photo to Stella, who accepted it and looked at it because it was she who kissed Ben on the cheek, making him blush. Stella recalls their rivalry and insults, but she has a stronger feeling for him.

"Maybe you girls are right about one thing, though. He sure is kind of cute for a 10-year-old, and I really do miss him," Stella added, missing Ben and hoping to meet him again.

---

Earth 16: The City

We've returned to Earth 16 and are now exploring Zim's underground headquarters. Inside the headquarters, we observe Dr. Animo, Toxzon, Zim, and Eon waiting for their fellow members. Animo and Toxzon have a new appearance.

Animo has now created a cybernetic system that enables him to replace his missing limbs with organic animal and extraterrestrial body parts. He has a cerebrocrustacean claw in his left arm, a gorilla arm in his right, and Appoplexian legs.

Toxzon's armor remains unchanged, but it has received a few enhancements that incorporate both his and Irken technology. His suit has some black inside his armor, a fluorescent white-grey tint in its exterior shell, and light green outlines of poisonous waste in his body.

"What's taking them so long?" Toxzon asked.

"Patients Toxzon, they will arrive here in time," Eon stated.

"Yeah, with what? I still don't get it why did you send them from our universe as well as the Null Void for no reason?" Animo replied.

"Because there are some valuable items from your universe that we might need for building that," Eon explained, pointing to Zone's dead body.

"Oh right? I forgot to mention who's that guy you bring here in this place anyway?" Toxzon replied.

"That my friend is Zone, Emperor of the Novatrons," Eon remarked.

"Emperor of the Novatrons?" Animo inquired.

"The Novatrons are one of the most dangerous and fearless species in the known multiverse. They steal technology from other universes and modify it on their own. Therefore, the only valuable item that I bring is their dead Emperor, who was defeated by a group of unknown individuals," Eon stated.

The Chronian Time Master then turned towards Animo and Toxzon.

"This is where your purpose comes in, as I want you two, along with Technus, to resuscitate him as new with the priceless goods that we want from Earth 1," Eon explained.

Then four portals appeared, and four people emerged with the items they had stolen from Earth 1. These people were Technus, Ember, Skulker, and GIR.

Ember and Skulker have also changed their appearance.

Skulker uses a new and enhanced armed robotic suit to compensate for his petite size. In this form, he has jagged teeth, an electric green flaming beard, and electric green eyes. The "skin" of his garment is both white and grey. He wears a black and green shawl and has a shoulder-mounted cannon on the right side of his armor. He wears baggy jeans and a belt with an S-shaped buckle.

Ember, on the other hand, has a cybernetic lower half of her body, consisting of artificial legs, a torso, and a spine. She has horns on her head and flaming blue hair.

"Sorry for being late," Technus said.

"Did all of you bring the items that I required?" Eon replied.

"Yeah, we did bring it?" Skulker replied as he and the others placed the stuff they stole from Earth 1.

Eon then pulls out each item, revealing that it was a corrupt galvanic mechamorph, armor specs, an Ultra Link, a corrupt Nanite, and an energy similar to Miles Dredd.

These things turn out to be the remains of Malware, Miles Dredd's armor specs and Turbo energy, Makino's dead Ultralnk body, and the corrupt nanite Alpha.

Eon then brought out a canister containing Omega 1 nanite, which he had stolen from an alternate version of Rex Salazar 2000 years ago.

"Good, now let us start the procedure," Eon remarked.

---

(Outro)

Boku no zeni ga kowarete yuku mae ni
Kimi ni zenbu tsugeru beki datta
Yoru ga orite tokete no seikatsu ni
Kondaku shita kimochi kasureru akari

Shikata ga nai to ukeireru no nara
Sore made datte wakattemo
Nan da ka wari ni awanai no, igi ga
Nai nante

Doko ni demo aru you na mono ga
Koko ni shika nai koto ni kizuku
Kudaranai hanashi demo yokute
Akarameta kao mata misete

Yue ni tsuki wa kurai atama flight
Kyou wa kai wo motte
Sagashimono ga nai yureru ai
Kakushimotte ikiru
Yue ni tsuki wa kurai atama flight
Kyou wa doko mo ikezu
Nemuru, nemuru shinpin no asa e
Kodoku under crying
Mendokusai senbiki no nai
Kioku wa hakanai
Kinou ni marude you wa nai
Yue ni tsuki wa kurai yugamu Light
Asu wa doko yukou

(The scenario depicts every Ultra Legion member on their own Earths as it is pouring with rain.)

---

The Second chapter of Ultra Legion Unlimited S1 is now down.

Like I said, Stella is thinking The Earth 15 Ben Tennyson (10 years old), not the Earth 1 Ben Tennyson (18 years old).

A/N: Sorry that I haven't release this chapter because it took me days to finish it.

I forgot to mention that this chapter not only focuses on the Ultra Legion, it also focuses on the Winx CLub as well as Eon's Team, the Alliance.

So stay tuned for other chapter release.