GT: *holding the legs of a Unicorn Gundam 02 Banshee Norn to the waist area of it* Come on…*removes hands and sighs in relief* Thank you, Super Glue. While I can't rotate the legs anymore, I still attached them to let the guy stand now.

SZ: Phew….and I don't have to deal with June ever again….don't ask. Just...very bad month for me.

GT: Fair enough. Here's to a good July then. Even if I'm mixed about it since I now start work from 8AM to 8PM on the fifth of July with the strangest schedule I've ever had in my life: 2 days of work on Mondays and Tuesdays, two days off, three days of work from Friday to Sunday, two days off, work on Wednesday and Thursday, and then Friday, Saturday, and Sunday off. Basically...It means that updates to stories will be SLOW.

SZ: Yeah….so you'll need to be REALLY patient for updates and not flood us with 'when next chapter' and all that.

GT: True. This is especially true for any collab stories I do with my friends. So, as always, we only own the OCs, we do not own any series used in this story, and all that jazz. Now then…*hangs up a box with a speaker on it* And now I flee. *runs off*

SZ: ...uh...what?

Speaker: *repeating in a falsetto voice* HOG RIIIIIIIIIIIIDER~!-!-!-!

SZ: 0-0…*runs off*

*the wall to the left side of the stage explodes as a hoard of hog riders from Clash of Clans charged through, destroying everything in their path*


"...How's Makoto doing?" Tsubaki asked as Ben walked downstairs the next morning.

"She's better...for the most part," Ben replied, "But I think we really need to finish with dealing with whoever chained this planet to Mobius fast before someone else experiences a horrible memory from another timeline."

"...I don't think I wanna ask," Mai whispered.

"Well..I just checked the next area and…" Manic began before taking a deep breath, "I...have several questions."

"Eh?"

"It's a giant factory...a really wacky lookin' place too…" Manic stated, "What's weird is that it looks like time never touched it."

"...Really?" Mai asked.

"Yeah...know what? I think we'll refer to this place as Wacky Workbench."

"...the wacky part I get in a sense, but Workbench?" Ragna raised a brow, his new pet snoozing by the table.

"It kinda looks like a toy factory in a sense."

"Fair enough," Ragna noted with a shrug.

"Okay! Look alive, everyone, because this is our last day!" Sonic informed, "Main goal for today is get the remaining Time Stones, find the two that were stolen, boot out whoever is keeping this place chained, and get home! Got it?"

"Got it/h-hai/yup."

"Perfect. Now let's move on…"


"OOOOuuut!" Sonic screamed as he and the others kept hoping off flashing platforms, each step they took bouncing them high into the air each time.

"THIS IS WORSE THAN THE DAMN CASINO AREA!" Ragna screamed.

"It is like a kid's dream toy factory!" Manic laughed.

"More like a nightmare for adults!" Ragna barked, "Is there any solid ground we can land on?!"

"I have yet to find any!" Sonic countered.

"Damn it...hold it! Maybe this will help," Ragna said, grabbing a purple metal pole in the air...before it began to spin him around, "AHHH! SOMEONE STOP THIS GODDAMN THING~!"

"Well...you stopped bouncing…" Sonic shrugged.

"I...HATE...YOU….SO MUCH!" he shouted, gaining speed.

"Okay just...don't let go unless you see ground." Sonic advised.

"ALL I SEE IS BLUR! DAMN IT! WHY DID BEN HAD TO STAY BEHIND?!"

"To keep an eye on Makoto and make sure no one tries to steal the Time Stones we have!" Tsubaki called out.

"I THOUGHT SHE WAS FEELING BETTER!-!"

"It's relative…"

"Well...it seemed like the smarter idea." Sonic added, "How were we to know we'd need him?"

"You're gonna need to let go…" Tsubaki said to Ragna.

"Screw you! I can hang on 'till the force runs out!"

"Your hand is slipping," Sonia pointed out.

"No...no...no...no...NO NO NO!"

"And there he goes…" Manic said as Ragna flew off into the distance, screaming multiple curse words as Roll covered Haseo's ears.

"I haven't heard him curse that much since Jake dropped the engine block from the truck on his foot…" Noel noted.

"Oof...that bad," Manic winced, "Well...here's hoping he landed safe."


Ragna twitched while his body was stuck in the side of the metal wall he collided with.

"...god….damn...it…" Ragna muttered out as he slid off the wall, leaving an imprint of him on it as he fell onto the floor, "I'm gonna...kill...whoever...made this place…"


"...was that Ragna?" Makoto blinked, sitting in the dining room as she wore a copy of her attire from yesterday.

"How can you tell?" Ben asked.

"It sounded angry and murderous."

"...Yeah that sounds like him," Ben agreed with a shrug, about to take some bacon still on the table when Ragna's new pet swiped it, "Yikes! Ragna finds a pet and it had to be an Anubian Baskurr."

"...space dog?" Makoto guessed.

"Sorta," Ben replied, "I've been reading up on more aliens that were like the ones we've been running into since the forest. This guy…" the alien 'dog' snarled at him, "...girl...is kinda akin to a wolf on Earth in terms of how they act."

"...She doesn't eat squirrels, does she?" Makoto asked.

"...I'm not sure," Ben admitted before tossing a piece of bacon to the space 'dog' who jumped and ate it, "But she seems to like bacon."

"...noted…" Makoto whispered, moving her tail up.

"...You're afraid of dogs, aren't you?"

"What? Pfft! No...no, no…" Makoto waved off, "Oh, that's a silly thing to ask, Ben-kun."

"Wolves then?"

"Those I'm okay with thanks to Lupe."

"...Foxes?"

"Miyuki."

"...So just normal dogs then?"

"...So long as they're not chasing me or trying to nibble on my tail, hai…" Makoto slumped.

"...Peacocks."

"Hmm?" Makoto blinked as she looked up at him.

"I'm...scared of peacocks."

"...Got attacked by one as a kid?" Makoto guessed.

"...How…?"

"Why do you think I'm scared of dogs?" Makoto stated, "Teen and adult Beastkin don't get bothered as much by dogs, but kids? Yeah. Heck, even some Kaka Clan members hate dogs, especially if they're from the Koko Clan."

"Koko Clan?"

"Think Nunkaka, only part wolf and not afraid to show their faces," Makoto explained, "In fact, they tend to just wear pants if they're guys and just shorts and bras for the girls if I remember right."

"Seriously?"

"Hai."

"Wow," Ben spoke, his eyes wide.

"Yeah...though I will admit, the pups are just adorable…" Makoto chuckled a bit before looking out the window, "...think the others are okay?"

"I'm sure they're fine."


"Wah! Help! Me!" Sonic screamed as he, Roll, and Manic were caught in a spinning wheel.

"How'd you even get caught in there?!" Sonia exclaimed.

"We! Don't! Know!" Roll replied.

"I! Blame! Those! Bouncing! Platforms!" Manic yelled.

"Ano...wh-what do we do?" Noel asked.

Tsubaki looked around before spotting a nearby pipe sticking out of a pile of junk, "Ah!" she pulled it out and handed the pipe over to Mai, "Can you throw this and try to jam the wheel?"

"...I can try," Mai nodded, prepping the pipe in her hand as she aimed at the wheel, "Wait for it…"

"Any! Time! Now!" Sonic screamed.

"...Almost….." Mai whispered, waiting for the right moment before tossing the pipe at the wheel, "Now!"

"Oh man!" Manic winced, bracing for what may come as the pipe jammed right into the gears turning the wheel, causing it to halt as it shot the two hedgehogs and hedgefox out, "Woah!"

"Whoa/Eek!"

"...Well...That worked," Mai noted with a sweatdrop as she watched the trio go high into the air.

"Are they falling?" Noel pondered.

"Hey~! There's a ledge up here!" Sonic called.

"...See anything up there?!" Tsubaki called out.

"Nothing! Just...oh hey! There's a monolith up here! Talk about lucky!" Manic replied.

"Huh...Not as open as the others were," Sonic admitted as the three looked around at the circular area filled with various contraptions, blocks, and even a pillar or two with an Obelisk with a pink heart-shaped gem at the top of it.

"So...any idea who we're gonna face?" Manic asked, "With a place like this...maybe Sleet and Dingo? Eggman? A member of Eggman's Dark Legion? Shockwave? ...A Freedom Fighter?"

"Maybe someone further in our past like...ART," Sonic replied.

"Art?" Roll repeated.

"I'll tell ya some time," Sonic replied before looking back down, "Hey! You guys minding tossing the ring up here?!"

"I-I gave it to Yacker!" Haseo replied.

"H1~!" Yacker called, coming out of Roll's hair with the ring.

"Oh...well...go ahead and use it, Yacker."

Yacker saluted as he floated towards the monolith. He pressed it against the Obelisk and both shined bright.


The hedgehog-like figure 'stood' inside of a pod as it closed tight with a hiss. Liquid soon filled the pod before cables inside of the pod connected to the hedgehog-like figure.

"So what is it you intend to do?" one figure asked, petting the Anubian Baskurr.

"Examining first. See what it was originally meant for and what it's experienced since," the second figure replied.

"..." the third figure walked in, revealing itself to be Soundwave.

"Ah, good. You've found all the missing parts?"

Soundwave's chest opened and…


"AGAIN!"

A ten-year-old Roll grunted as she shot along an obstacle course with live ammunition in the form of arrows and lasers trying to hit her. She tripped and was blasted by one of the lasers, making her fall into the mud beneath the obstacles.

"Useless," the owner of the voice growled before Roll was grabbed by her hair and thrown back to the start of the course, "AGAIN!"

"B...b...but k-"

"Urusei! If you have time to speak, you are wasting it! NOW RUN! IT! AGAIN!"

A flash of light transitioned to Roll, around fourteen, crying out as she was slammed into the ground. Her rapier clattered to the ground beside her before Yacker popped out of the swiss army knife.

"GET UP!"

Roll panted as she struggled to rise up. Keeping a hand on the right side of her waist as she fully stood, she barely avoided the swing of a sledgehammer that nearly struck her head. Rolling on the ground, she managed to grab her swiss army knife as Yacker used Burst to parry an axe aimed right at her face but couldn't avoid the foot that slammed into her gut, knocking her into a wall and made her drop her weapon again.

"HOW MANY TIMES HAVE I TOLD YOU THAT YOU DO NOT DROP YOUR WEAPON?!"

Roll grunted as she struggled to get up, grabbing her weapon as she panted heavily.

"That's more like it. Now...come at me!"


The heart-shaped gem cracked down the middle before breaking apart, letting out a stream of smoke that engulfed the Obelisk. Roll stood there, shaking faintly, before the sound of wooden sandals on a metal floor echoe from the smoke. Yacker flew over to Roll, a solemn expression in his eye, as a figure emerged from it. The figure was a Mobian Fox with platinum blond fur and a figure as shapely and curvaceous as Roll's. She wore a simple black yukata with a dull-grey sash around her waist. Her platinum blond hair was cut short, ending at the shoulders when it felt like it should have been so much longer. The fox opened her eyes, revealing them to be the same color as Roll's.

"Roll...is...is that…?" Sonic began to ask.

"...Sonikku, Manic-nii...Stay out of this," Roll ordered as the barrier appeared around the area.

"...Did I say you could interact?" the vixen stated coldly as a large naginata slid out of one of her yukata's sleeves.

"..." Roll said nothing as she pulled her katana out.

"?! ...Where did you get that?" the vixen frowned dangerously.

"Yacker," Roll spoke.

"Lazer!" Yacker declared, combining with the katana to make his Rapier Form.

"...It matters not…" the vixen stated as she got into a fighting stance, "Once your training is done...you will put that back where you found it."


"...th...that voice...sounds familiar…" Haseo whispered, trying to ponder it for a moment.

"...Should we go up there and help?" Mai asked Tsubaki.

"We'll have to take the long way around," Tsubaki replied, "But even then...since those three are up there, there might be a barrier….Haseo."

"H...hai?"

"Think you can try flying up there and be our eyes?"

"...I...I can try," Haseo replied with a nod, twirling his tails as he began to hover up to the platform, yelping a bit the moment sounds of metal clashing echoed in the air.


"...I'm scared bro," Manic whispered with wide eyes as Roll and the vixen clashed blades, the latter having switched to an axe as she attempted a kick at Roll.

"Yeah, same here, Manic, same here," Sonic agreed as Roll switched to the Burst Bustersword and released a barrage of fireballs from the tip at the vixen, who pulled out a tanto and began to slice through them with both her bladed weapons.

"Hmph...not bad...but…" the vixen began before blurring behind Roll, a katana in hand as she prepared to slash at her, "Not good enough…"

Roll said nothing as she quickly turned, using her blade to block the slash.

"?!"

"DRILL!" Yacker declared from the blade before it transformed into an orange broadsword shaped like a drill and began to spin rapidly, forcing the vixen to jump back.

"...So you learned to control your Wisp more efficiently," the vixen noted, "...I'd be impressed if you weren't a disappointment in battle."

"...Dang, that's cold…" Manic whispered.

"..." Sonic just stared at the vixen, 'It's like Roll said...she's...she's lost her heart.'

"...If you want to survive in life, I suggest you do better…" the vixen stated coldly, pulling out another katana as she got into a twin sword fighting position, "Otherwise your blood will stain the ground."

Roll said nothing as she got back into a fighting position, waiting for the vixen to strike as the two stared each other down. A small drop of sweat hit the floor, causing the two to charge at one another as they clashed blades once more, the two practically blurs to the untrained eye.

"...You starting to think we should've stayed outside the barrier, bro?" Manic gulped, the two now behind some turned up metal as slash marks were littering the area, some of the metal on the floor being torn up as a pair of blurs rushed around the arena.

"A little, yeah," Sonic replied, "But like it or not, it always forces three inside of it," Sonic replied.

"...dang it your right…" Manic slumped.

"T...tired…"

"Mm?" Manic blinked as he turned around, seeing Haseo barely climbing up the side, panting heavily as he plopped onto the floor, "...Lil' Bro?"

"?!" Sonic tensed before he shot off in a blur, grabbing pieces of junk and sheets of metal to quickly set up a wall.

"Bro?!" Manic gawked.

"We can't let Haseo see it," Sonic replied.

"...oh…ohh~" Manic whispered in realization, "...Let me help!"

"...wh...what's g-" Haseo began before Sonic and Manic began to block his view, "?! O...onii-chan-tachi?!"

"Trust us! We're mentally scarred by the thing in here!" Sonic informed.

"Roll would have our noggins if ya saw it, Lil' Bro!" Manic added, "It is NSFK - Not Suitable For Kids!"

"...What name did you say?"

"..." Manic and Sonic slowly turned to see the vixen giving them a death glare.

"...Uh...Roll?" Manic replied before Sonic parried the vixen's sword with his own.

"How do you two know my dead son's name?" the vixen frowned dangerously, "...It was you two, wasn't it?"

"..."

"...It is you…akuma...murderers…!" the vixen snarled, pulling out a broadsword with her free hand as she slashed at Sonic, who barely rolled out of the way, "HOW COULD YOU?!"

"Uh...Roll?! Some help pl-" Manic began before barely avoiding a slash from the vixen.

"He was just a innocent child...just looking for the one he loved...and you...you…!" the vixen snarled, tears of rage in her eyes as she pulled out another broadsword, "YOU KILLED HIM!"

"...Roll, seriously help before this heart broken one tries to kill us!" Sonic pleaded.

"Dude, she's pinned!" Manic replied quickly, pointing to Roll struggling to get out from under a collapsed pile of junk.

"...Ah, nertz," Sonic muttered before barely blocking a slash from the enraged vixen, "Uh...m-ma'am? Let us explain the best w-"

"URUSEI! I don't want to hear from a bunch of heartless monsters! ...Robotnik put you up to it, didn't he?"

"What?!"

"...that monster...bad enough he took my Sky….now my precious baby boy….and you convinced her to fight with you? ...I'll kill you…." the vixen growled, dropping her sword before pulling out a scythe, "I'LL KILL ALL OF YOU!"

"She's snapped!" Manic freaked.

"Armor up, Manic," Sonic replied, assuming a stance with his sword, "We are in deep trouble now."


"Haseo! Haseo, what's going on up there?" Tsubaki called before helping Mai up onto the ledge along the path they were using to climb up.

"I can't see anything!" Haseo replied as the trio finally made it up, "O-Onii-tachi blocked it!"

"Wait, what?" Mai blinked before seeing the iron wall within the barrier, "...Why would they do that?!"

"I...I don't know," Haseo answered.

"NSFK!" Manic called on the other side before letting out a shriek.

"N-NSFK?" Noel repeated.

"Not Suitable For Kids," Tsubaki replied.

"Oh…wait. Wh-why?"

"...I don't think we want to know," Mai whispered, faintly hearing the roars of rage coming from within the barrier.

"..I...is onee-chan okay in there?!" Haseo called out.

"Just fine, little b-WOAH! Nearly lost my tail there!" Manic yelped.

"HA! Finally, she's lost her…" Sonic's voice began before a loud revving noise went off, "A CHAINSAW?! AW COME ON!"

"HOW MANY WEAPONS DOES SHE HAVE?!"

"DON'T JINX IT!"

"...Okay...I think I have to agree with them, Haseo," Tsubaki replied, cringing at hearing Manic and Sonic scream, "Not suitable at all."

"...O...okay…"


"CRAPCRAPCRAPCRAPCRAP/NERTZNERTZNERTZNERTZNERTZ!" Manic and Sonic freaked as they ran from the livid vixen.

"Die! Die! Die! Die! Die! Die!"

"Run run r-" Manic began before the chainsaw died out, "...oh phew…"

"..."

"...Why she's sile-" Sonic began before the vixen pulled out a large pair of scissors...with the blades a pair of chainsaws, "...OVERKILL MUCH!?"

"SHINEI!"

*CLANG!*

"I said leave it to me," Roll spoke...wielding two of the Hover Board to block the chainsaw scissors' blades.

"?!"

"...We would have, but someone…" Sonic began.

"Oh don't even go there, bro," Manic frowned, "You're the one who said it, not me!"

The vixen moved back from them, eyeing Roll with a faint hint of surprise, "You have two blades?"

"I learned it from the entry done by the Venus Sakurai," Roll informed.

"?!" the vixen's eyes widened a bit at that," ...You found…"

"I did…" Roll replied before bringing the two bladed boards together and let them become one while Yacker separated from the family katana...before reaching into her shirt and pulled out the family book.

"?!" the vixen's eyes widened, dropping her weapon as she looked at the book, "...It…it's real. How…where…?"

"It doesn't matter to you," Roll replied as she put it back in her shirt, "Not to those gone."

"...gone? Wh….I see…" the vixen whispered, her hair shadowing her eyes as she stepped back, "...so that's what it is…" she tilted her head up a bit, revealing them to be far darker than before and filled with nothing but murder, "You've had this planned for years."

"?" Roll raised a brow.

"You set up my Sky to perish and soon followed with my child," she informed as the three tensed at the accusation, "And the missing blade was always with you after what you did to my mother-your grandmother."

"?!" Roll tensed, a pain growing in her heart.

"...You're with the Raiju now, aren't you? ...You're dead to me…"

"...I suppose so," Roll replied after a moment before her eyes sharpened as she entered a stance, "It's time to settle this."

"...Let's…" the vixen frowned, pulling out a long katana as she got into a stance, "Prepare to join the Raiju in the Sanzu river."

"...Bro, I don't like that look in Roll's eyes," Manic whispered as the two vixens circled around one another, "...I think they're planning on killing each other."

"..." Sonic said nothing as he look back and forth between Roll and the wall he and Manic made to hide Haseo, biting his lower lip in frustration.

"After I kill you and those two...Robotnik is next…" the vixen stated.

"Oh? You still think you have control of the situation?" Roll asked before vanishing.

"?!" the vixen's eyes widened before she felt a fist digging into her gut, sending her into the air before she was slammed into the ground with what felt like the heel of a foot.

"Gomen nassai...but you are no longer the master here…" Roll's voice informed.

"...Silence...Raiju...scum…" the vixen grunted out, pulling herself out of the small crater, "You'll pay...you'll pay...for killing our family... The rest of the clan...will have your head for this... The entire city of Ryugu will kill you!"

"No, they will not," Roll's voice replied before something caught the vixen's leg and slammed her onto the ground before Roll reappeared with Yacker holding onto the end of the katana and acting like a hook.

"...I can't stand seeing this…" Sonic whispered, dealing with a mental turmoil as he looked back at the wall and the fight.

"Bro…don't even…"

"I can't stand seeing a family trying to kill each other!" Sonic hissed to Manic.

"You think I can stomach this? ...Well, sure, I could've, but...but not with someone we know," Manic admitted, "But think about it: if...if Roll wins and we put that down? What's Haseo gonna see, huh? It's...It's obvious that Roll and her...it's never been resolved."

"You are a disgrace and a traitor!" the vixen roared as she and Roll entered a deadlock with katana and family katana respectively.

"The only disgrace was you continuing to run the clan when Aunt Himiko should have taken control the moment you lost Love!" Roll replied, "The family book says that should a Sakurai head lose their Heart, they are unfit to run our clan!"

"URUSEI!" the vixen snapped, breaking the stalemate and entered the two into a 'dance' of blades, "You..you don't deserve to talk about love!"

"You are wrong," Roll replied, moving enough to allow the tip of the vixen's blade to cut into her shirt, splitting it and the bandages beneath to expose the fox tattoo, "I've found my Bonded."

"Ao…" the vixen whispered, looking at the blue fox intertwined with the yellow fox before glancing over at Sonic, "Him?"

"Hai. He is honorable, dependable, kind hearted, and adventurous," Roll replied, "He can be stubborn at times and he's, admittedly, overconfident with an enlarged ego when things are 'right' for it…"

"Hey!" Sonic exclaimed.

"But I accept him all the same," Roll continued, "He is who I love with all my heart. He has brought back the light in my life that was nearly extinguished by you and your actions!"

"What I have done saves our clan!"

"What you performed nearly wiped it out!" Roll replied as the two entered a stalemate once more, "But...if not for it...I wouldn't have gone out to fight a monster...I would not have nearly died and been saved by my beloved. If not for that, I would not have found the katana stolen by the Tsao nor find the Cooper clan and our relation to them." she reached behind her head and threw her bow at the vixen.

*BOOM!*

The vixen jumped back, her clothing burnt and tattered from the explosion, "Our relation?"

"Our ancestor and Ryoichi-sama wed," Roll informed, dispersing the smoke with a swing of the family blade, "We are Sakurai, descended from Cooper. I found family we long since missed. But...most importantly...I found..him..."

"...Him?"

"Haseo…"

"?! You do not deserve to speak his name!" the vixen snarled, shooting at her before her eyes widened.

"Gomen nassai…" Roll apologized, "But...Haseo-chan shouldn't see you. Not as what you've become."

"...He…he really is...alive…?" the vixen whispered, tears forming in her eyes as her katana fell.

"Yes. Father as well," Roll replied, "He was Roboticized by Robotnik all those years ago and was recently freed from it."

"...my...my Sky...my...my baby…" the vixen whispered, a hand slowly covering her mouth as she shook, her tears increasing, "They...they're truly alive?".

"Yes," Roll replied, "...In truth...even with what you became...even with all the hardships and suffering...the very hell that you made my time being trained under you…" she pulled the family blade out, the red liquid on it dripping as Yacker separated from it, reverting from his Cyan Wisp form to normal, "I always loved you, Okaa-san."

"...Roll...before...I pass...please...tell Haseo...I...I...I will always be there for you and him...I...I will…" the vixen began as she looked up, showing a soft, motherly smile to her as tears dripped down her cheeks, "I will always love you both…"

With that, she collapsed to her side. Her body glowed before turning into the Obelisk, the heart-shaped gem shattering upon contact with the ground, the barrier following soon after. Roll took in a deep breath before slowly sheathing the katana into its scabbard.

"Roll…" Sonic spoke up as he moved towards her, "Are…"

Roll hugged the blue hedgehog, shivering. Sonic slowly moved his arms around her waist, holding the Hedgefox close as she finally broke down.

"...Damn…" Manic whispered, wiping some tears from his eyes.

"Is everything okay over there?" Mai called.

"Y-Yeah! Just...Just a really tough battle…" Manic replied, 'Especially for Sis-in-Law…'

"...Noel…" Sonic called out.

"H...hai?"

"Mind taking the Ring and heading to the bus to get Ben and Makoto? We...might be here awhile," Sonic explained, not once moving from his spot while rubbing Roll's back as gently as he could.

"...o...okay," Noel nodded as Yacker floated over, handing her the ring, "...Y-Yacker, are you...crying?"

"...$AD...R3A77Y $AD..." Yacker shook his head, trying to ignore the tears as he floated back over to Sonic and Roll.

'...What happened in there?' Tsubaki thought.

-linebreak-

"Okay. Um...weirdest thing you've eaten. Go," Makoto challenged.

"...hmm...W-"

"And no. Your gramps' food doesn't count."

"Darn," Ben joked, snapping his fingers in mock defeat, "Hmm….tofu shake."

"Tofu….seriously? They make TOFU shakes?" Makoto raised a brow at that.

"Supposedly a vegan option…" Ben shrugged, "So...what's the weirdest you've eaten?"

"...Honestly...not much really…" Makoto shrugged, "...What a-"

"Nope. Noel's cooking doesn't count."

"Chestnuts," Makoto muttered, "Hmm...pizza dumplings."

"...pizza…..dumplings?"

"Was on a mission, and...wanted to try something new and heard about them….weird, but...oddly tasted good," Makoto admitted.

"Huh...Sounds interesting," Ben noted.

"Yeah...shame the place that sold them went out of business," Makoto continued, "Would've figured out how they were made too, but meh. Chefs have their secrets...Okay Ben-kun, your turn to ask me another subject."

"Right. Hmm...Okay, I got it. Weirdest thing you've seen during you last years at school."

"...Oh god. Where do I begin?" Makoto chuckled, "So much weird stuff happened to me and the girls ever since we made our little group...getting stuck in a desert during a sports festival, dealing with some creepy rumors floatin' around the school...the watermelon incident...but I think the weirdest thing I've seen...my friend Kajun drunk."

"Oh?"

"All I did as a prank-it was April Fools at the time-was drop a teeny tiny drop of sake into her water, and the next thing me and the others knew? She's all loopy and crazy, even coming up with math equations that weren't even real!" Makoto laughed, "Oh, I was gonna convince her to do a strip dance saying it'd help solve the quadratic formula equation's secret formula but Tsubaki stopped me."

"...I take it Kajun was the smart girl of your group?" Ben guessed.

"Try 'the smartest girl in school,'" Makoto grinned, "Any study problems or questions involving school, she solves it like no problem. The only problem with her? Science Mode…"

"...Science Mode?"

"Trust me...you DON'T wanna see it...especially if you're in one of your alien forms," Makoto whispered, a bit of fear in her eyes.

"...Noted," Ben blinekd a bit, "...Okay, your turn."

"...hmm…" Makoto pondered for a moment, "...What do you think of me?"

"Huh?"

"We've been friends and allies for so long now, so I gotta know Ben-kun...what do you think of me?" Makoto asked.

"...well…" Ben began before a knocking was heard.

"A-ano, Ben? Makoto?" Noel's voice called out, "We...kinda need your help."

"...I guess we'll have to put it on hold then."

"...right," Makoto nodded, hopping up as she ran over to the door and opened, "'Sup, Noellie?"

"W-well...Sonic and Roll are kidna out of commision and...we need your help in finding the second monolith," Noel explained.

"Huh? What happened?" Ben asked.

"I'm unsure, but Roll...she looked emotionally devastated."

"It must have been someone Roll knew before she met us," Makoto guessed.

"Eh? How did you know it was…"

"It wouldn't have been whoever had Rexy here," Makoto replied as she pointed over at Ragna's new pet, looking up from the bowl filled with raw meat.

"...Rexy?" Ben raised a brow at her.

"Hey, Ragna hasn't given her a name yet," Makoto countered, "So I say Rexy is a good name."

"...Fair point," Ben nodded.

"Hai. Now let's head off," Makoto nodded as she looked back at Noel, "You got the Ring?"

"H-hai," Noel nodded as she pulled it out, "We sh-"

"N-nani?" Noel blinked when the ring began to glow, "Wh...what's happe-" she yelped when the ring suddenly began to drag her off.

"?!" Makoto and Ben tensed as they ran after her.

"No wait! Stop! Bad magic ring!" Ben shouted.

"Okay, this is a first!" Makoto noted.

"Noel think you can stop?!" Ben asked as they kept a good pace after her and the ring.

"I-I can't! I-it's not letting me go!" Noel yelped as the ring forced her through some jumping platforms.

"Whoever is gonna be chosen for this Obelisk, they must be powerful!" Makoto guessed, punching and smashing some of the platforms as they chased after Noel.

"How powerful? Cause...this has never happened...oh no...I don't like these implications." Ben muttered, "Who...or what is it?" he asked mostly to himself as they jumped over obstacles.

"Noel!? Do you see the monolith thing?!"

"I...I think I see it up ahead!"

"Makoto, be ready! I think we're gonna fight something really crazy!" Ben spoke.

"Already got my tonfa on!" Makoto shouted.

After a few more moments, Noel yelped as she skidded to a halt, stopping right before a large Obelisk, the crystal symbol on this one being completely different. On it was...an oddly shaped M insignia. The symbol was clearly shaped like an M, the center was large and pointed down, with two arms that looked sharper and pointing down the sides. The symbol began glowing a bright electric blue the closer the ring was. Both the Ring and Obelisk lit up brightly upon contact.


"How interesting...it appears that a security system has been triggered," the figure noted as Soundwave displayed a reconnaissance file showing the areas transforming into what they had been when Team Underground arrived, "Khyber, report."

=I could not fully study Ben Tennyson due to outside interference= a voice came from a monitor, the image on it showing a humanoid alien with green skin, gills on its neck, gaping holes in the sides of its cheeks, and solid red eyes =The ones he travels with are...most intriguing. I may have to hunt them once my hunt on Tennyson has completed=

"Do not falter just yet," the figure advised, "Continue observations and compile what you can find on all those with him just to be safe."

=Of course=

"To think you've been here all this time. No wonder things have not changed for myself."


"Mech-what-now?" Ben, wearing a white jacket with a green stripe with a '10' in a black dot on the line and baggy brown pants, asked a he and Rook drove in a truck advertising his grandfather as a normal plumber through a city by the beach.

"Mekano are a dangerous alien life that bond with either a living being or a nonliving object or even a concept such as air or fire and use them to perform hostile invasions that culminate in entire planets being absorbed," Rook explained, "The Plumbers have detected high amounts of Mekano readings in this area."

"Alien invasion, got it." Ben nodded, "Same old, same old, partner." he smirked, clearly not at all worried or concerned with what Rook just explained, "Sounds like this will just be a little harder then normal."

"Yes, your confidence is very assuring." Rook sighed while he rolled his eyes. His eyes then widened as he hit the breaks, making the truck skid to a sudden stop jolting Ben around.

"Hey!"

"Look!" Rook informed while pointed ahead of them as a large monster made of metal was rampaging. It was mostly silver with golden accents and large golden fangs and a single red eye. It roared turning its hand into a buzzsaw as it cut through a car.

The Monster roared before a figure flew in and struck it sending it stumbling back and skidding across the ground. The Monster roared again, getting up as it began shooting parts of its body off as projectile weapons. The Blue streak of light flew around, dodging each and every single one before coming down and landing on the ground in a flash of bright blue light.

Out of the light walked a male figure fully covered in a black and white body suit. The suit resembled armor with the white armor forming muscle like simulations across his body. Blue streaks formed around his limbs leading all over the suit and illuminating it brightly. The figure cracked his neck as his face was hidden behind a helmet. It was primarily white with a black mask, the mask had a blue visor to allow the person to see. It was sharp and angular with two smaller blades giving the visor the appearance of a flattened M shape. His torso had a large blue light glowing within it at as well. It was a large blue gem with two blue crystal arms branching to the sides and upwards with smaller crystal hanging below it, once more making an M shape.

"Wow. Dragged down to stealing from bank cars? Wow...how the mighty have fallen." the figure spoke in a young male's voice, "I almost feel bad for you, Metal Elementor."

"MAX STEEL!" The Metal Elementor roared at him standing up and slamming the ground with his arm now morphed into a mace.

"That's the name. Try not to wear it out, chrome dome," Max Steel taunted.


The gem on the Obelisk shined brighter than before before finally cracking in two, releasing the smoke. It spun around before crashing down onto the Obelisk, engulfing it in itself. The smoke remained for a few moments before a shout rang out.

"Go Turbo!"

An explosion of blue light erupted from the smoke, dispersing it before the light faded, revealing Max Steel. His visor lit up as well as the lights on his torso as he looked around in confusion.

"Whoa...this...is not Copper Canyon," Max Steel spoke confused as he held his helmet, "Steel, where are we?" With that, his chest insigna lit up and floated off before reforming into a small little floating robot. Its rounded 'head' had a singular glowing optic whie it had two long segmented arms with the same blue glowing sections.

"Not sure myself…" the robot spoke, "But it looks like we're here for...some reason. I'm getting all sorts of warning signals and security alarms from this place. I think whatever brought us here brought us here to get rid of something."

=Unknown DNA detected= the Omnitrix went off, earning their attention.

"...Ben-kun, I hate your watch at times," Makoto admitted.

"AH! You!" Steel pointed at Ben, "You know why we're here, don't you!?" he accused, pointing his arm at him, "I get it. You dumb kids messed with this place's technology...teenagers…" he sighed, "I bet the male thought he could impress the girls and pushed the wrong button. I mean look at him, his outfit just screams notice me."

"Steel, should you really insult the people on the possible alien world?" Max asked.

"Oh what? It's not like he's offended. I bet these kids are mature enough to handle some jokes. I mean...look at their clothing...they look like something off the Comic Con showroom floor." Steel went on, "What humans dress like that in real life?"

"Oh man…" Max sighed, "Okay...look...how about we all talk this over?" he asked walking closer to them, the closer he got the fainter a blue aura around him seemed to glow. The aura seemed to spread out. As it did, it seemed to zero in on the Omnitrix. Ben blinked as the watch began acting oddly.

"Oh no. Not again," Ben groaned.

"Uh hey buddy, what's wrong?" Max asked.

"I'm picking up a weird energy from his watch. It's not human tech. Alien in origin…" Steel spoke, "It seems to be trying to scan us...but all its doing is sucking in your excess Turbo energy."

"Wait, what?!" Both Ben and Max asked.

"What...I told you, didn't I?" Steel countered their complaints, "Oh what's the worse that will happen, is what you also want to say isn't it? Well at best he loses his little alien toy." he shrugged, clearly not caring at all.

"Hoo boy," Ben gulped before quickly fiddling with the Omnitrix, "Okay, if I'm absorbing it then might as well…" he pushed down on the top once it rose up and Feedback took his place, "...go with Feedback."

"What the?!" Max asked shocked.

"Amazing!" Steel spoke, "Max! He scrambled his DNA and totally altered it, becoming a new species entirely! He...he transformed into an alien!" he exclaimed, "That...that's got to be some of the most amazing and beautiful alien technology ever!"

"Steel, not the time!" Max shouted at him.

"Huh...oh right!" he nodded as he flew back over to Max, "Alright...talk, body changer! Where are why and why did you bring us here?"

"Steel, I doubt these guys know what did this." Max spoke.

"Max...look at him...he's a gross looking alien."

"Hey!" Feedback shouted at that, "You're not exactly a looker either, you creepy little cyclops."

"Oho! You didn't just go their!" Steel shouted before Max grabbed him.

"Steel cut it out…" he complained, as he held both of Steel's arms the little robot grunted before laughing, "Steel...no Steel!" at that Steel shot a beam of energy from his eyes at Feedback, sending him flying back, "Oh come on…"

"Mwahahaha!" Steel laughed as Max slammed him back onto his chest, "Worth it!"

"For who?!"

"Okay...that was dirty." Feedback spoke, aiming his hand and blasting Max away and causing him to stumble across the ground.

"Wait…" Max groaned, "Oh that stings…"

"Come on, ugly! We've taken much worse! You're no Mega Elementor!" Steel shouted from his spot on Max's chest.

"No idea who that is, but I get the feeling I'm a lot more tougher than him," Feedback replied, cracking his knuckles, "Girls, you gonna join in?"

"Okay look...I don't want to hurt anybody…" Max spoke up, standing up, "Look. Let's just...stop this before I hurt you."

"Hurt us? Dude, you're not exactly on the win right now." Feedback replied.

"I'm serious, dude." Max spoke again as Feedback walked closer.

"Oh yeah?"

"Yeah…" Max spoke as the two where face to face.

"Well, I think you and your little buddy are all talk." Feedback replied.

"Oh, you did not just go there," Steel spoke.

"I warned you." Max spoke before he punched Feedback, sending him flying away, "Now how about you change back to normal?" he sighed as Feedback groaned while getting back up.

"How about no," Feedback spoke as he aimed and fired another blast of energy at Max. The blast hit him with an explosion of dust and smoke.

"Go Turbo! STRENGTH!" Max shouted as a blue flash cleared the smoke away. Feedback paled as the new hulking figure stomped out. Max's armor buffed up to almost three, maybe four, times the size and looked like it was all muscle now. His arms were just as big to match. His helmet looked wider to fit with the new bulky body.

"Okay...Better fight bulk with bulk," Feedback noted, quickly touching his emblem and Humungousaur roared, bashing his fists together, "Was going for Four Arms, but Humungousaur just as good in the strength department."

"So...he can do that too…" Steel spoke.

"Last warning ugly!" Max shouted, "Back down!"

"Not gonna happen!" Humungousaur roared as he punched at Max only for him to catch his fist, "Wha?"

"We warned you!" Max Steel spoke as he punched back and struck the alien's chest, sending him skidding back, "I've faced bigger and worse than this!" he spoke as he charged and tackled Humungousaur, slamming him into the ground.

Max grabbed the Alien's tail before spinning him around and tossing him away and slamming onto a platform. Humungousaur groaned before blinking as Max Steel jumped up and crashed down with a haymaker punch that demolished the platform. The two bulky giants groaned as they began trading blows back and forth. Finally, the two entered a stalemate with catching one fist while the other was caught by the other's hand.

"Not bad…" Humungousaur grunted, "Though, I can't help but compare them to the punches I get from Makoto during training sessions."

"Yeah...well I've felt worse from a monster made of water!" Max replied as he leaned his head forward and slammed it into his chest. Humungousaur groaned, stumbling back.

Max grunted as his hand began glowing as he punched Humungousaur in the chest, sending out a shockwave as he sent the alien skidding back. Humungosaur roared as he charged at Max. The two roared as they reared their fists back and punched, resulting in a shockwave that sent both flying back. Max grunted correcting himself as he spread his arms out.

"Go Turbo! FLIGHT!" His armor lit up blue as it reverted to normal size.

However, the armor around his back bulked up as four wings extended from his back, a glowing thruster port forming in the back of his armor. His helmet became more streamlined. Max shot forward as a blur as he came in and suddenly flew up as he delivered an uppercut at full speed to Humungousaur's jaw, sending him tumbling over backwards.

"Good speed…" Humungousaur grunted before touching his Omnitrix once more, letting Jet Ray take his place, "But not as fast as Jet Ray!"

"Dude...do you name your alien forms?" Max asked, floating in mid-air.

"So what?"

"And you went with...Jet Ray...for a flying stingray alien?" he asked.

"...That's it!" he growled.

The two charged at one another. Both became blurs of color and crashed into one another repeatedly. The two blurs flew up while still crashing into each other repeatedly. The two turned away from one another, gaining distance before flying back at one another. The Blue blur, however, won out as its strike sent the red blur careening out of control. The Red blur turned up in time only to get slammed down into the ground by the blue blur. The smoke cleared as Max flew out, Jet Ray chasing right after. Jet Ray growled, shooting green beams of energy from his eyes as he flew after Max Steel.

"Gonna have to try harder then that!" Max cheered, flying in a large loop as he pulled Steel off his chest and aimed him before shooting a blue energy beam from his singular eye that Jet Ray just barely avoided.

"Ha!" Steel laughed, "You ain't the only one with...LASER EYES!" he laughed once more while shooting another blast before it was parried by Jet Ray firing a laser from the tip of his tail, "A tail laser, too? ...Gotta think of a mode to do that."

"Later, Steel." Max spoke as he flew up.

"Oh no you don't!" Jey Ray shouted, flying after him.

The two flew around while shooting eye beams at one another back and forth. Blue and green beams flew back and forth. One set of beams clashed in mid air, trying to overpower one another. Jet Ray added his tail beam to his eye beam blast as he pushed back against Max Steel's beam. Max grunted before his entire body began glowing blue. Steel shouted as their beam became much bigger and pushed back against Jet Ray's until blasting him in the chest and sending him crashing down to the ground.

"Heh. We rule!" Steel cheered before Max yelped as he started dodging bullets made of energy aimed at him and several pieces of scrap metal, "Hey! Who's throwing those?!"

"Those two!" Max replied, pointing to Noel with Bolverk out and firing at him repeatedly with both guns as Makoto continued to pick up any scrap she could and threw it with ease no matter the current size she could grab.

"Hey! You cut that out!" Steel shouted as he aimed his hands and began shooting blue energy bolts at them, mainly at their feet to start making them jump around to avoid each blast, "Yeah! How do you like it, girls!?"

"That's rather cold of you to attack girls like that," a chilling voice noted before Big Chill-in his slender species-phased through them, freezing them up where he phased through, "Then again, I'm a Big Chill myself."

"Max!" Steel freaked as his partner fell down to the ground, "Oh okay. You are really getting on my last circuit, Mister Pun!" he complained pointing his arm at Big Chill, "I mean come on are all your forms' names just puns? What's up with that?"

"Steel!" Max complained as his backpack was frozen, keeping him from flying; let alone moving properly. He then looked up as Makoto and Noel stood in front of him, "Ahahaha...hi." he awkwardly waved.

"Hello~" Makoto greeted backed before reeling his fist back, "And good-bye."

*WHAM!*

"Ooh...Such a lithe build, yet a ton of strength," Steel noted with a cringe as he and Big Chill followed the path of flight Max was sent on until he crashed into a wall, collapsing it on him, "Ah! Max!"

"Oh tough break." Big Chill spoke.

"Okay, I've had it up to here with you!" Steel spoke, raising one of his arms above his body, "Alright Pun Master, put em up!" he challenged, raising his arms in a comical boxing stance.

"Hmm...How about...noooo~" Big Chill replied, exhaling a blast of ice breath at Steel, freezing him in a block of ice.

"Steel?" Max blinked, seeing his partner fall down as he got partially out of the rubble, "Steel!" he shouted as a burst of blue energy freed him, "HA!" he roared flying in a burst of speed as he grabbed Steel, he then flew up at such speed Big Chill didn't have time to turn intangible as the fist hit his chin, sending him flipping through the air, "Steel! You okay, buddy?"

"Get...me...out...of the ice…" he grumbled as Max held him behind his backpack thruster until he was freed of his icy prison, "I admit...this...is partly my fault."

"Partly?!" Max shouted.

"Okay all my fault! But to be fair...he's an alien, Max…" he pointed at a dazed Big Chill, "Speaking of…" he turned around and blasted Big Chill with both of his hands, knocking him down to the ground.

"What does it take to stop this guy?" Big Chill groaned, getting on his feet as Makoto and Noel walked up next to him.

"Okay, Max, we need to take out three of them at once." Steel spoke, "Let's go with something...fast."

"Alright, Go Turbo! SPEED!" Max shouted as Steel slammed into his torso. Max Steel landed his armor became slim and streamlined. More blue formed along the suit as the soles of his feet turned into treads like those of running shoes. His helmet pointed back in a more aerodynamic style, and green streaks formed along his new suit.

"Speed...oh don't tell me, he…" Big Chill began before a blue tackled into him and punched him, sending him flipping through the air.

"Whoa! He's almost as fast as Sonic!" Makoto yelped.

Max skidded to a stop before he shot back and grabbed Big Chill before slamming him into multiple walls. He then tossed him at one. This time, the alien reacted in time as he phased through. Big Chill floated out and fired a gust of icy wind from his mouth. Max rushed forward faster then Big Chill could react and grabbed his leg before slamming him down. Max moved back and sped away from the shots fired by Bolverk. Max ran along a wall as he kept pace ahead of the gun fire before he jumped off and skid around Noel, taking her by surprise. The moment she turned to aim at him, she blinked seeing Max already running off with her guns in hand.

"Don't need these!" he spoke, tossing them into the distance, "Kids should not play with dangerous toys!" he joked, dodging a punch from Makoto without even looking, "Whoa! Watch it! You could hurt somebody!" he laughed, standing tall as he skipped back a step while swinging his body around and dodging all her swings.

Max spun around Makoto as her next swing almost sent her falling off a platform. She fumbled to regain her balance before Max tugged on the collar of her top, pulling her back and falling on her rear. She turned to face Max only for him to have already sped off.

"Ugh! This guy's almost as annoying as Sonic when he's taunting in a fight!" Makoto exclaimed.

"Okay. We good now?" Max asked before he was tackled by a blur. Max grunted as he turned to look at another new alien who attacked him.

"You're fast, but I'm faster," XLR8 informed.

"Oh yeah scaly? Let's go!" Max challenged.

The two took off as blurs of speed. Both blurs moved around and crashed into one another faster then the others could fully tack. Max punched XLR8 sending him flipping through the air. The alien corrected himself and touched the ground before chasing after Max Steel. XLR8 shoulder checked Max, sending him into a metal wall. XLR8 skidded to a stop, only to blink as Max broke through the other side of the complex and charged at him. The two charged at one another and began trading blows with their arms moving at amazing speeds. The two blurred away where they slammed their head into one another at max speed, sending out a shockwave. The two speeding heroes dashed off and began fighting while running up walls and ceilings. The two ran in opposite directions, picking up as much speed and distance from one another as possible. Both charged back at their max speed, breaking the sound barrier with twin sonic booms before they crashed into one another as Max punched XLR8 and the alien kicked him in the abdomen. Both grunted as the built up speed and momentum caused a large shockwave that sent both rocketing away from one another.

Makoto and Noel looked around as the two crashed into walls. XLR8 groaned, clearly more hurt as Max seemed to retain more strength in his speed based form then he. The Alien grunted as he saw Max get up, reverting to his base form. Max walked forward while glowing.

"Steel...let's kick it up a notch. Go Turbo! CANNON!" At that his armor flashed brightly and began growing and growing. His grunted touching down wearing a suit of thick metallic armor almost as big as his Strength form but it was clear the regular base form was hiding behind these large metal plates. The form began glowing brightly with energy as he bent his legs ready to jump.

XLR8 blinked as the new form shot forward like a cannonball and into the wall he was stuck in, causing a huge explosion of dust and debris.

"Whoa! The names may be a bit dumb, but the powers are spot on!" Makoto yelped.

XLR8 grunted, hitting the ground as he reverted to Ben. He looked up as Max Steel landed in front of them. His heavy armor glowing indicating he was ready to attack again. Ben transformed back to Humungousaur and held his arms out to catch the attack, but even prepared he was unable to block the attack as Max Steel slammed into him and sent him flying away while painfully skidding across the ground.

"Okay...you want a cannonball competition...I'm happy to oblige you." Humungosaur spoke getting up as he slammed the Omnitrix. The flash dispersed as Cannonbolt walked out.

The two charged up as it were. Max glowed as his legs tensed. Cannonbolt began rolling, kicking up a dust cloud. The two released and fired at one another. Both attacks met with a loud crash. The two skidded back before rolling up and shooting at each other again once again, knocking each other back. Their attacks collided again as this time Max put more energy into his attack and sent Cannonbolt flying back and stopping in front of Noel and Makoto.

"Ugh...no matter what I turn into...he's got a form that can match it…" Cannonbolt groaned.

"No offense Ben...but...his forms are kinda winning." Makoto corrected.

"A-And I get the feeling he might overload Feedback," Noel added.

"What do you mean?" Makoto asked.

"Well...he seems to radiate a lot of energy, and the more excited he becomes, the more he produces." she explained, remembering all those bursts of energy, "It could be he can produce that energy without limit."

"Joy…" Cannonbolt groaned, rolling up and unrolling so he was standing on his feet, "Okay, there's a time to go Hero, and then there's a time to go... first, I need to change to the right form."

"Incoming!" Noel yelped as the three barely avoided the next attack from Max Steel's Cannon form.

"Don't let him change forms again!" Steel advised.

"Right!" Max spoke as he turned into Speed and ran around them before jumping off a wall and changing into Strength as he punched Cannonbolt, sending him skidding across the ground.

He then grabbed his stubby leg before lifting him up and slamming him down. Max grunted, lifting Cannonbolt up before punching his soft belly, sending him flying upwards before slamming back down. Cannonbolt groaned before he turned around to get punched by Max making him stumble back. Max growled as he punched Cannonbolt once more, sending him flying back as he reverted to Ben.

"Alright. He's back to his weak flabby form!" Steel cheered.

"Hey!" Ben complained in a groggy and dizzy state, "I'm not gonna take this from...the...four of you…"

"Oh yeah. I forgot about Turbo Clone," Steel recalled.

"Let's settle this with that." Max spoke, "Go Turbo! Clone!" he called out reverting to his base form as it became more blue. Light then spread out as six Max Steels stood there. The clones then laughed as they split into twelve, and then again into twenty four and so on till the three all paled at the army surrounding them. "So...who wants to party?" they all asked.

"I blame you, Ben…" Makoto spoke.

"How was I…?" Ben began with a groan as he got up, "Supposed to know he'd do that?"

"Regardless, you...nevermind. How much juice does the Omnitrix got left?"

"Enough for one more transformation...and I know who to pick," Ben informed, quickly selecting his alien and gently pushing down on the raised part when it came up, turning into Ditto, "Ditto's turn now!"

"Aw great. He sounds like some sorta dog-like cartoon character from those old black and white cartoons," Steel groaned.

"Really now? Never thought about that. But I have thought of this before," Ditto noted, "There's a time to go Hero, and then there's a time to go...Ultimate!"

Ditto tapped his emblem. Instead of changing forms like Max Steel expected, though, four spikes emerged in an 'X' formation. A wave of green energy washed over Ditto, transforming him in an instant. Instead of a kid-sized, black and white alien, there now stood a young adult-sized alien in the same coloration as the original Ditto was. He wore armored gauntlets ending in claws at the ends of his three fingers and thumb with blades coming out of the backs going over the fists and then all the back past his elbows. The same armor covered his lower legs while an armored torso covered his chest with four spikes coming out of the back. His fin-like helmet had reshaped into a more intimidating looking one with the fins now serrated blades.

"Ultimate Ditto!" the evolved Splixson declared.

"Interesting. He rapidly evolved his form, making it become a more combat-oriented form." Steel spoke, having scanned the entire process, "He made his form into something more war-like, weaponized. I knew I didn't like this kid…" he growled.

"True, but we got him outnumbered," Max pointed out.

"Do ya?" a voice asked from behind the Max that spoke, making him turn to see U-Ditto sending a punch into his face and sending him crashing into a few others.

"What?!" Steel exclaimed, now seeing two.

U-Ditto Prime put his hand on the ground before twice the number of U-Dittos compared to Max Steels appeared, seemingly emerging from the tiniest cracks in the floor.

"Oh...shoot…" Steel spoke.

"Okay...let's do this thing." Max spoke as his clones all charged at the U-Dittos.

"Chaaaaarge!" U-Ditto Prime roared as his clones charge, roaring battlecries as they collided with the Turbo Clones.

The Clones fought back and forth constantly punching, and in some cases slapping, one another. A Max clone punched a U-Ditto clone and overwhelmed him with better hand to hand skills, only to get dogpiled by several U-Dittos at once.

"None of them are yelping in pain when another's been hit," Makoto noticed, "So Ultimate Ditto gets rid of that weakness, huh?"

"Go get em boys!" U-Ditto Prime cheered, he felt a tap on his shoulder as he turned around and was punched by Max Steel Prime, "AH! My cheek meat!" he cried in pain.

"Come on, Loony Toon!" Max Steel spoke as he began punching him. He grabbed U-Ditto and brought him in to knee his torso before he lifted and tossed him down, "You can turn into a hundred aliens...but won't do any good when I actually know how to fight."

"Ya know...people like bringing that point up a lot. And to that I politely say...I disagree!" U-Ditto shouted as he charged and split into two.

Max blocked each of his swings before he kicked the clone away. Max blocked U-Ditto Prime's next swing before spinning around him and punching the back of his head.

"Ah, the back of my head!" he cried in pain.

U-Ditto leaned forward, dodging another punch. He avoided a kick aimed at his head. He laughed at Max Steel by sticking out his tongue and blowing a raspberry. He then gagged in pain as Max Steel grabbed his tongue before punching him across the face

"Ah! I bit mah tong…" he muttered in pain.

"Steel!" Max called, pulling his partner off his chest before spinning around and tossing him like a boomerang. It flew around U-Ditto, making him laugh at him...only for it to spin around and hit the back of his head causing an explosion and knocking him forward and into Max's fist.

"The front and back of my face!" U-Ditto cried as he was sent skidding across the ground, "Okay...so...we're about even."

"Uh...score check!" Steel shouted, "Who's landed more hits here!?"

"Us," U-Ditto replied.

"Us?" Max and Steel repeated before noticing something...no other sounds of fighting going on. They looked at the U-Ditto army surrounding them as only the original Max and Steel stood alone.

"Uh Max...plan B?" Steel asked.

"GO…" he began before he was dog piled. The U-Ditto's began punching and beating him.

"Please go down! Please go down!" they all chanted, punching at Max repeatedly hoping to beat him quickly with numbers.

"G-g…GO TURBO! ROCKET!" a burst of blue shot up into the air as the U-Dittos all fell off. Max Steel floated in a new bulky suit of armor with 4 jet thrusters pointing behind him, this new bulky robotic armor landed as a bubble dome formed over his mask.

"He didn't go down~!" the U-Dittos screamed as two shoulder rockets aimed forward, "AHHHH!" they panicked as he fired off a blue beam of energy that took out many of the clones with almost no effort.

"What's it take to take this guy down?!" Makoto groaned.

"A lot worse than you guys have tried," Max Steel spoke, "I've faced everything you could throw at one small town. Supervillains, alien invasions." he listed.

"You name it, we've taken it down!" Steel added.

"Oh great…" U-Ditto spoke.

"And if you guys are so intent on getting rid of us with an alarm system having summoned us. That must make...You the bad guys!" Steel shouted as he floated out and pointed at them, "Jacused!"

"Or we're trying to stop the real baddies and you're just part of the security system they set up," U-Ditto countered before a beeping sound went off on all the remaining U-Dittos, "...Oh, I hate it when this in the middle of the fight."

"That makes no sense. Why would the bad guy summon heroes to fight for him?" Steel asked, "And so far all you guys have done is attack us."

"Granted one of us started it. But we gave you plenty of chances to talk this out." Max added his cannons aiming forward, "So...about that talk?" he asked charging up his cannons with bright energy.

"...Ben-kun, wasn't your Omnitrix hacked recently by that Techadon weapon guy?" Makoto whispered.

"Yeah, Azmuth reset it before he left back to Galvan Prime," U-Ditto replied.

"Didn't you say you had an alien that couldn't time out but locked it to the point only Master Control could unlock it?"

"...Oh, I hate that form so much…" U-Ditto replied, "But...This is a desperate time. I'm gonna time out any second, so…" he gulped before his clones vanished, "I'm gonna be a statue unless I can convince 'em."

He slapped his emblem and a bright flash of green light erupted. It dispersed and in place of U-Ditto was a muscular adult human male-sized being seemingly made from space itself. Three spikes grew from its forehead while only the Omnitrix emblem and two green eyes were visible in its space-colored form.

"ALIEN X!" the new form declared in a harmonious unison of three voices, the time out stopping.

"Whoa! Okay! This is bad! So bad that it's not good!" Steel panicked.

"Whoa, whoa, whoa. Steel, what's going on?" Max asked.

"That guy's power ratings just broke my scans!" he explained, "That's the most dangerous life form I've ever seen. It's far worse than anything we've ever faced!"

"Gh…" Max groaned at that as he aimed his cannons and fired a large blue beam that hit Alien X, causing a huge explosion of blue energy that knocked anything that wasn't bolted down off the ground.

"Ah! B-Ben!" Noel gasped before the smoke cleared, revealing Alien X to be simply standing there, unharmed, "?!"

"No way...Rocket is one of our strongest forms." Max spoke.

"I told you, Max. This alien is way out the normal levels we're use to," Steel spoke, "Fighting the Alien is useless...We need to attack his changing device, overload it with Turbo power and force it to shut down."

"Can we even get close enough to do that?" Max asked.

"...I'm not sure," Steel replied, "I mean, he's...he's just standing there. Not even doing, well...anything. For all we know, he's doing that on purpose to throw us off!"

"...uh...Ben-kun? Time to show off something big now…" Makoto called off, tapping Alien-X on the chest, earning nothing in response, "...Ben?...Ben….okay seriously this isn't funny. SAY SOMETHING!"

"...or more than likely he can't do a thing at all in this form…"

"Oh, I think I just remembered why Ben-san had this form personally locked," Noel noted, cringing, "He's debating."

"Eh? Debating?"


Ben rubbed his forehead, feeling the headache forming, "Come on, you two... Every second we waste, that Max Steel guy is charging up an even bigger blast! News Flash...I felt that!"

Currently, the older teen was floating in what appeared to be in outer space. Nothing but the vastness of it surrounded him and two others. The two were a pair of green faces as large as two story buildings and were either male or female. The female's face was slender and smooth while her eyes held only kindness and caring. The male's face was rough and stern, reflecting the burning anger inside of his eyes.

"Now hold your horses. We're still on other debates," the male growled.

"What?!" he shouted.

"We have other more pressing matters to deal with." the male spook, "Oh boohoo. You lost a fight, cry me a milky way," he went on, "So what we're supposed to ignore the important things so you can win a fight against this Max Steel? Please if you wanted, you could have turned into us to settle this whole thing at once."

"Well...when you put it like that…" Ben muttered.

"Bellicus, don't be too hard on him," the female gently scolded.

"Why? If he wants to win, he can do it hims-"

"You don't understand. I need to beat him, or else we can't get the Time Stone a-" Ben began.

"Time Stone?" Bellicus interrupted, "E-Excuse me, but...where are you now?"

"Little Planet."

"...Motion to drop everything and go to current matters."

"Seconded."

"Wait, what?" Ben blinked, "...hold on. You know about the Time Stones and Little Planet?...Does the name 'Master Unit' ring any bells?"

"Ah great. That's involved, too?!" Bellicus exclaimed in exasperation, "Why don't you tell us Susano'o is loose, too, why don't cha?!"

"Who?" Ben raised a brow at that.

"Okay, so it's not as bad as worst case scenario," Serena sighed in relief.

"...What's going on? You guys sounded...actually nervous," Ben pointed out.

"You should be concerned."

"Little Planet should be in the timesteam now...isn't it?"

"No. It's been chained to the planet Mobius and…"

"It's the last day before things go FUBAR…" Bellicus groaned.

"How bad are things?!" Ben complained, "Can someone just give me a simple and straight answer?"

"Just get out there and fight already!"

"Ah!" he panicked at that.


Max Steel roared as he nearly grabbed the Omnitrix emblem in Speed form when his momentum was halted.

"Seconded. Motion for allowance for movement carried," Alien X decreed, his eyes flashing as he twisted Max's arm, making him cry out in pain.

"Uh-oh. I think he's done debating…" Steel gulped.

"Oh boy…" Max groaned.

"Yes, yes we are," Alien X replied before slamming his fist into Max's face, sending him crashing through multiple walls before the momentum was stopped by colliding with a floating Alien X's torso.

"He teleports!" Steel yelped before Alien X's fist slammed into Steel's 'face' this time, sending them back to where they started from and making a crater.

"Anyone get the number of that meteor?" Max asked in a dizzy tone before passing out.

Alien X was just...there. Makoto and Noel didn't even blink and the being was simply there, standing before the defeated Max Steel as he floated up and turned into the Obelisk, the gem shattering on collapse. Alien X grabbed the smoke before it could escape and crushed it, letting a diamond drop down to his feet before changing back into Ben.

"...What just happened?" Makoto blinked.

"Alien X…" Ben replied, "Oh...I'm sorry. I'm just getting off this trippy ride...being linked to omnipotence...gives a killer headache."

"O...Omnipotence? D...That alien has the power of omnipotence?!" Makoto exclaimed.

"Kinda everything…" Ben added, "But oh is it hard to make work. It has two extra minds come along with it. I need to make them agree to what I want to do or I'm stuck as an indestructible statue. Or club as was the case once...but regardless…" he groaned, "This time was a little trippy cause they agreed to help fast so I got flooded with all their feelings and information as to why and what the deal was."

"..."

"...girls?"

"S-Sorry, but...but we're just trying to grasp it. You have an omnipotent alien in there...and don't use it."

"It's difficult to use because of Bellicus and Serena, the two parts of Alien X that I need to agree with to do anything with that form," Ben replied, "Which is impossible! I mean one wants to go out their and fix things via action...the other wants to do things via peacefulness...and if it wasn't cliche enough, the male one is the violent one and the female one is the peaceful one." he ranted, "I mean; yeah, I can do anything in theory...but what good is it when it take me ten years to get to it?"

"We opened some kind of can of worms." Makoto whispered to Noel.

"But then comes the weird part...when I told them all about this place...they freaked out!" Ben went on, "Like really freaked. So...that can only mean...things are about to get worse before they get better."

"...hoo boy."

"I need ice...I have the secrets of the universe rattling around in here…" Ben groaned, holding his head, "But first...the Time Stone…"

"Oh! I found the Ring!" Noel called, "...At least...I think I do." she held it up, showing half of gold and half was silver, "It's just down to two colors…"

"I'm really hoping that I didn't destroy where it goes to," Ben muttered just as a burst of flames erupted and dispersed, revealing the others minus Sonic and Roll...with Sonia groaning while flat on her face, sweating heavily.

"Gonna...need to...train for that…" Sonia groaned, her phoenix/spear pecking at her head, "Stop that, Rhongomyniad." the phoenix/spear chirped before turning back into her Medallion.

"..."

"Don't ask..."

"...So...did you find the Time Stone yet?" Ragna asked.

"No…" Ben sighed.

"Because we were getting our asses handed to us by a guy with just as many super powers as Ben," Makoto added.

"Wait, what?" Manic blinked.

"No kidding! He even had his own cooler form that does what Cannonbolt does," Makoto added.

"Hey!" Ben complained.

"You turn into a tuby armadillo...he turns into a giant armored cannon ball shell robot."

"A-and he did manage to beat you in one of your Ultimate Forms," Noel added.

"No he didn't. I changed before he could beat me out of it," Ben argued.

"Yeah...by turning into your godly Alien X form…" Makoto added.

"So...you only won...because you cheated," Ragna summed up.

"OI!" Ben barked.

"Alien X?" Manic repeated.

"Manic, Tsubaki, I know you two have been studying the ALFDB, so Celestialsapien should be known to you," Ben replied.

"..." the two paled.

"Th-The guy you fought needed that to be beaten?" Manic gulped.

"I...I could have…" Ben grumbled.

"Ben...it was clear he was a better fighter and had a limitless use of his forms and near endless energy reserves," Noel explained, "We got lucky…"

"...Let...Let's just get the Time Stone. Someone find where the ring goes please!" Ben called.

Barking made everyone look to see the alien dog barking at an indent on a nearby wall. Ragna walked over and looked.

"Yep. I think Rexy found where the ring goes," Ragna noted.

"Rexy?" Manic repeated.

"What? She looks like a dinosaur and is probably gonna be the ruler of all dogs on Earth if we ever take her there," Ragna defended.

'He named her the same name Makoto gave her,' Ben thought with a sweatdrop.

Noel ran over and put the Ring in the indent. The Ring and everything that had been broken during the two battles began to glow before time seemed to reverse, repairing everything to pristine condition. The machines inside began to hum before they activated. The wall before them opened down the middle, exposing a road going towards a place that appeared to be perpetually in night far in the distance. A loud clatter went off when a Time Stone dropped out of the ceiling where the wall had been. Before anyone could grab it, a bird-like machine swooped down and grabbed it, quickly flying off.

"Aw come on!" Ragna barked.

"SERIOUSLY?!" Makoto complained, "We...I...UGH!"

"Considering Bro and Sis-in-Law are gonna be busy and Sis is currently too tired to move from doing a mass teleportation, I…"

"Will be sitting in the passenger seat while I drive? Good thinking, Manic," Ragna informed, stomping off to the bus.

"...Who told him about the tree mirage?" Manic asked, pouting.


The bird-like robot flew into the base used by the three and attached to Soundwave's torso, shifting into armor while the Time Stone landed in his hand. Soundwave turned and placed the Time Stone in the figure's hand.

"Excellent, Soundwave," the figure noted, "A pity we could not get that essence from the battle. Then again, I shouldn't be surprised. He had to resort to using Alien X of all beings just to win." the figure turned to see Khyber grappling with something, "Khyber, how is taming your new pet?"

"A moment," Khyber informed before slamming the thing hard onto the ground before it cowered before him, "Tamed."

"Excellent. We will be moving out soon," the figure informed, "Soundwave, deliver the capsule to Stardust Speedway near the end of it. Once they arrive there, release it on them."

Soundwave merely nodded before walking towards the capsule containing the hedgehog-like figure. Placing his hands on it, the capsule hissed before it was removed from the device it was connected to. Soundwave proceeded to carry it off, seemingly not noticing the weight of it.

"Before you attach it, Khyber, I would like to make some improvements to the Nemesis Matrix," the figure spoke, "Considering that he still has access to Ultimate forms, you will need an advantage to counter them."

"Very well," Khyber replied.


GT: Hoo boy...Endgame is approaching. Hope you all are ready.

SZ: Indeed...time for the the big battle...but who will come out on top? You'll have to wait and see.

GT: So please read and review. And don't forget to ask questions we can answer in the next Help Me Professor Kokonoe segment.

KamenRiderZER0: But for now later suckers! *pulls out Excalibur and cuts the camera*