DuckBoi: Thanks! Also, Zs'Skayr is staying… maybe…

Morijingod: It was said that only his alien forms in OS could prevent possession, and that was why Zs'Skayr was trying to possess his human body. It was only in AF and OV did we got confirmation that Ben wouldn't be affected by possession anymore in his human body. Also, yes Ben will have a body count.

DJ Rodriguez: I really appreciate it! Also, I like your synopsis of the chapter just want to clear up though Wonder Woman got away as well. Also, I guess Belle Reve is called that because of the irony of how it turned out.

ALPHA02FURY97: Here it is hope you enjoy it!

Henry: Sorry it took so long, here's the next chapter.

Dr Animo: Glad to hear you are enjoying the story.

Nain Tarlow: It seems to be a trait in the Arrow family to be snarky.


I had a couple of private comments asking me where this version of Zs'Skayr is from. To answer that it's the Zs'Skayr from Omniverse that was about to die from Atomix's light/radiation ball.


Belle Reve

November 5, 14:20

The Justice League, minus Batman, Superman, Wonder Woman, Flash, and Captain Marvel, all arrived at Belle Reve prison on the outside it looked fine, however, they could all tell something was wrong.

There were no guards outside to let them in neither did any guard approach them when they busted their way through the fenced gate and made their way to the building.

"Do you think they took the guards hostage?" Green Arrow asked the rest as he took an arrow from his quiver and pulled back the bowstring, ready to fire at any enemy that would appear.

"I would be surprised if they didn't, The Scare seems to be quite cunning and strategic." Captain Atom said as they walked the halls of the building before the cafeteria was in sight.

A few moments of silence passed before as they walked closer to the room before someone spoke.

"Wait was it The Scare or was it something else…?" Hal Jordan pondered out loud, Green Arrow was quick to chime in to lighten the mood.

"It sounded like it had an accent to it when the kid said it. Zzcare?" Green Arrow said with a smirk.

"Zus Care?" Hal added with a smirk of his own. Both immediately regretted their actions when they both got glares from the rest of the members.

"Focus!" They all, minus Red Tornado, shouted at the two before they finally entered the cafeteria.

What they found was exactly what they expected a bunch of villains, crooks, and goons outside their cells with guards next to them. However, what they weren't expecting was the large, and quite freaky, smiles on the guard's faces.

The Brick, an African-American male with a muscular frame, white hair, and red skin, spoke first. "Well, well, look what the cat dragged in. So nice to see you heroes here." Brick then wrapped one of his muscular arms around one of the guards as he grinned at the league. "I'm sure you met our friend here, he was very eager to see you all again after you all just tossed him aside. Said he wanted some revenge, the guy possessed a couple of guards and let us all out of the cells."

That statement surprised the League, they were expecting to see guards as hostages, however, with the way Ben said that Zs'Skayr would need a new army, they figured they'd find the inmates possessed not the guards themselves.

"I can't believe you actually fell for this." One of the guard's grins widened, and his eyes turned purple, with black lightning bolt-like lines coming from each eye, the guard's voice was raspy and maniacal. "I knew Tennyson would deduce my plan just like I knew the Martians would try to find any remnants of my real body's location." The guard laughed at seeing the League's faces paled already guessing what he meant. "I, of course, left remnants in your minds of where my location would be and now your little children are going to meet… their… END." He said that twisting the head of the guard to the point where they were sure the guard's neck was about to break.

Some of them stepped closer to try and stop him but another guard came in front of them holding up their hand. "Ah ah ah, get any closer and I kill each guard one by one."

The League halted immetally and all the supervillains grinned. "I win!" Zs'Skayr shouted from the guard's body.

The Team

November 5, 14:40

The Team and Captain Marvel all were heading to the last location they could get on Zs'Skayr. They had made sure to stop by the Cave and pick up the Genisis Sphere and Wolf, the non-flyers of the Team were now riding the Super-Cycle with Superboy, Big Chill, Starfire, M'gann, and Captain Marvel close behind.

Captain Marvel shifted awkwardly as he flew next to Ben. "So, uh, it's really nice to meet, and by that I mean actually meet you this time, not just in this form."

Ben chuckled, "Yeah, I know,"

"Yeah," Billy said awkwardly, "It's just that hearing your adventures back in your world, hearing how young you were back when you started, it really inspired me, you know? There was someone like me out there."

Big Chill smiled as heard that and turned to Billy. "Yeah, well honestly I think you are doing better than I was at your age, I was always pretty selfish and arrogant, sometimes I just did the hero thing for the fame."

"Oh, trust me I was no better when I first started, and even now I still end up causing a ton of property damage and doing a lot of stupid things to gain attention," Billy said with a frown.

Ben nodded even as Billy continued, "I also regret not telling the League, there my friends, it hurts to not tell them who I really am. But they wouldn't have understood, you know. I have this power, but I have to wait till I'm older to use it."

"I get that, thankfully I had my Grandpa Max to help and to support me, while it may have been irresponsible to let a kid go out and fight crime I feel like Grandpa knew that even if he said I couldn't do it, I was just do it on my own anyway," Ben said smiling at the memory of his Grandpa wondering how he was doing now.

Billy laughed slightly, "It's the same with my Uncle Dudley. Without him, who knows…" He trailed off after that. "It's not just if the League found out then I 'would have to wait until I'm older'. It's helping people, I've always wanted to be a hero and now I had the power and if I admitted that I was really ten would they have me just sit on the sidelines?" Billy questioned with a frown. "I can't just go back to my daily life, turning on the TV and watching the news to see a new disaster appear. I can't just tell myself 'No need to get involved' or 'it's not my problem'. If I have the power to save someone then I will. Nobody, not even the League, will change that."

"I understand completely."

The rest of the Team all snuck glances at the two heroes while they talked to each other. They could all hear their conversation even though it wasn't meant for their ears there wasn't any other sound to block out the noise.

The conversation made the whole Team see the two heroes in a new light not even thinking about how being a hero at such a young age probably affected them or will affect them.

Later

The Team all landed in the city that in Ben's universe would have been called Bellwood, there were still some broken-up parts of the street where Ben and Vilgax fought.

'Get ready, they most likely know where here…'

Just as Ben finished thinking that and yellow blur dashed in front of him intercepting a red blur that had gotten increasingly close to him. Once Ben looked to where both blurs he saw Wally grabbing onto Flash and pushing him back.

"I got him!" Wally called out wrapping Flash in a bear hug. That he couldn't escape from.

Aqualad was next to jump into action combining both his Water-Bearers and creating a giant mallet. "Hold him still!"

Bam*

Before Aqualad could hit Flash, Superman had stepped in front of him, his hand stretched out to hold back the water mallet. Aqualad looked stunned before his tattoos began to light up a light blue as electricity started to surround the water mallet and Superman's hand effectively shocking him and since Superman had no resistance to magic the effect hurt him more than usual.

Flash then finally was released from Wally's grip, he then immediately punched Kid Flash away from him to gain some distance. Wonder Woman then slammed into the ground where Flash previously stood and charged at both Aqualad and Kid Flash grabbing them by the necks and lifting them up into the air.

"Arg!" Diana quickly looked at both Starfire and Superboy who had rushed to aid their friends and delivered and double punch to her gut sending her flying back.

Five smoke bombs then hit the ground in front of the Team as a Batarang was thrown, the smoke concealing the weapon. However, Ben, as Big Chill, saw it coming when it was inches away from his face and phased so it would go right through him.

The Team then withdrew slightly out of the smoke to regain their barrings after the surprise attack. They looked on to see the four League members staring them down menacingly.

'Alright Team, let's do this! Superboy, Marvel focuses on Superman. Starfire, Miss Martian take down Wonder Woman the Super-Cycle will go with you for cover. Kid Flash you are the only one who can handle going up against Flash, try to create distance between both of you. Artemis, Batgirl, Wolf, Zatanna, Robin, Aqualad you all will take on Batman. Cover me while I head for Zs'Skayr.' Ben ordered.

The Team all nodded as Big Chill turned invisible and started to fly away from the battle. Superman was the only one able to keep track of where Ben was and flew off to grab the moth-like alien but he was immediately grabbed by both Captain Marvel and Superboy who tackled him into a building.

Flash and Kid Flash both took in two blurs that raced across the city sometimes colliding with each other.

Wonder Woman charged at the Team and Starfire met her halfway as they collided into each other exchanging blows while Miss Martian started using her telekinesis on the rubble around them slamming into Wonder Woman hoping to keep her occupied. The Super-Cycle had a similar idea as it shot laser blasts at Wonder Woman each attack colliding into her leaving herself open to Starfire assault.

Starfire punched Diana a few times before she was able to grab onto the incoming fist and slammed her own fist into Starfire's stomach making the alien girl slightly spit out some blood. Immediately, Diana looked up to the Super-Cycle as it shot another laser blast that she deflected with her bracelet, she then jumped towards the Super-Cycle ready to attack but her foot was grabbed by Starfire who then quickly yanked her down before jumping up and wrapping her arms around Diana's neck.

Diana quickly countered by grabbing the alien's arms and slamming the back of her head into Starfire's face. After Starfire lost her grip, Diana flew in the air readjusting herself and slamming down into Starfire's body. Her elbow dug deep into the warrior princess's ribs. Miss Martian used her telekinesis to shove Diana off her teammate and the Super-Cycle helped with one more blast to push Diana back.

Batman was seen fighting the five team members. Robin and Batgirl tried to stick with hand-to-hand combat while Artemis and Zatanna would be supported from a distance.

Wolf would also try to get in close but just like Robin and Batgirl he would also get knocked away.

Robin huffed as he threw a flashband in front of Batman's face trying to blind him, which only half worked since Batman covered his eyes in time to block out the flash of light. Artemis chose then to fire a shock arrow at Batman. Batgirl also took in that time to throw a couple of batarangs while running towards him. Batman managed to dodge all the attacks with only a single scratch from one batarang, Batgirl followed it up with a spin kick that was grabbed.

But that kick was only a distraction as Wolf aggressively jumped on him biting his ribs. Once Batman hit the ground in a swift motion he grabbed a pellet from his Utility Belt and slammed into Wolf's face before punching him back.

A greenish powder surrounded Wolf's face before it wobbled on its feet and fell to the ground.

"Wolf!" Batgirl cried going up the him and checking if he was still breathing. Meanwhile, Batman traced over all the members in front of him and realized one was miss-

He didn't get to finish his thought process before a water hammer smashed into his right arm and made him slam into a brick wall behind him.

Aqualad then suddenly appeared out of the air. Robin grinned, "Good call Zatanna with the invisible trick."

Zatanna sighs in relief. "I even used another spell that would make it so he wouldn't make noise."

"I assume you use that to help sneak out of the house," Artemis asked with a deadpan tone.

"Of course," The magician said with a sly grin.

"Focus we are not done yet," Aqualad said

With Ben

Ben started running through the town, and he found a broken-down building that had loud explosions coming from the inside. He had wondered where the civilians were in all of this but they might have evacuated the area.

He entered the building a saw a battle between that boy that he fought back at the Tower of Fate, Klarion.

"Arrg! Why the hell aren't you dead?! Die already, you stupid Gast!"

"Meow." Said the tiny orange cat on top of his shoulder that seemed to communicate with him.

"Yeah, Ghost, he knew I meant Ghost."

"HAHAHA!" Ben froze as he heard that creepy laugh that haunted his dreams for a while as a kid. Nobody, not Vilgax or Zombozo, made him as scared when he was a kid. "As nice as this was little boy, I'm afraid I'll have to postpone this little 'fight' of ours, I promise we will continue it another time." The creepy voice came from the shadows of the destroyed inside of the building.

Klarion raised a brow at this, "Huh, what are you turning rooster on me all of sudden?"

"Meow."

"Arg, Teekl! He knew I meant chicken!"

"Apologies, but I have other guests to attend to." Just as he said that Ben suddenly felt himself being pulled up. Before Ben can react he was then slammed into the wall hovering over the floor.

Klarion looked behind him, floating above the ground. "Oh, it's that kid!" Klarion's black eyes then turned small and crimson-red. "Vandal said to deal with the ghost, though…" A deadpanned meow came from his partner which made him grin. "Great idea! Have the ghost deal with the brat and then come back to kill the ghost after. I'm so smart." His grin turned towards Ben as a red portal appeared over him. "See ya later loser!"

The creepy laugh started up again. "Honestly… I thought he would never leave. Now that we're alone let's have some fun, Tennyson." Ben's eyes widened as he saw Zs'Skayr walk out of the shadows.

Zs'Skayr now had black fur coating his chest, arms, and back. His skull-like head was stretched by a long neck, and skeletal gauntlets on his arms where his five purple fingers end in sharp claws. He also had four purple ribbons on his back, each had a design of an Ectonurite eye. The last part of his was one of the most disturbing parts of his new body which was his bottom half that first started with a light gray and dark grap v-striped pattern on his belly that led to a monstrous second face whose jaw was open from it's tail coming out of it's mouth.

(This form is based on 5yl EctoGod Ultimate Zs'Skayr design. Make sure to check it out.)

"What the hell…" Ben said as he felt himself get pushed back further into the wall, he figured this was Zs'Skayr's telekinesis at work.

"Hahaha! What a good reaction! Let's put a name to that fear shall we?!" Zs'Skayr started to float in the air, his elongated neck connected to the first head snapped and shifted multiple times before looking at Ben with a grin. The sounds made from the elongated neck bones snapping and breaking started to make Ben's stomach turn. "You love shouting out the names of your aliens, correct? Well then meet… ULTIMATE Zs'Skayr!"

"Ultimate?!"

Zs'Skayr looked at him and then grinned, "Oh right," He said remembering Psychobos memories and what was explained to the mad doctor. "You're from way before then, to put it simply, at some point you obtained the ability to evolve each of your transformations. They were named the Ultimate forms, Eon made Dr. Psychobos make a similar device to evolve one's DNA much like the Ultimatrix."

Ben was slightly confused as to why Zs'Skayr was being kind enough to tell him this but he wasn't going to complain and was just taking in the new information.

Using his telekinesis Zs'Skayr had a small dial-like device float towards his clawed fingers. "See this? Unfortunately, it seems to be a one-time use," He said crushing the dial in his fingers. "And even Psychobos wasn't sure if the change would be permanent since it was only in the testing phase. However, I'm sure I'll be able to get what I want before I turn back."

Ben glared at him, "Let me guess… you want to possess me and get the Omnitrix, blah blah blah."

Zs'Skayr, not deterred by the disregard of his plan, grinned again. "Correct!"

Now Ben grinned, "Thanks, for the info, so generous of you to tell me that free of charge… but I have to ask, why exactly are you still trying? I'm assuming you know about the Omnitrix's new protocol of not allowing possession even from you or your Ectonurite Offspring."

Zs'Skayr made a sound close to clicking his tongue, "Tennyson, Tennyson, I was merely buying time-" A golden aura surrounded Ben's body, one that Ben recognized as the aura put around everyone to prevent possession. The golden aura then turned a pinkish-purple that reminded Ben of Charmcaster's magic. The aura shattered like glass, making Ben's eyes widen slightly. "To dispell the magic around you."

"Oh, did I tell you, I learned magic too? Combine that with my possession I'll be able to overcome that watches defenses." Ben would have scoffed at that declaration if it had been said by anyone else. The Omnitrix's defenses couldn't be overcome. But magic had always been difficult for the Omnitrix. Gwen's dismantling spell was just one example, but the biggest of magic affecting the Omnitrix.

If Zs'Skayr truly had mastered some magic and used his possession Ben didn't know if the Omnitrix could defend against that.

Zs'Skayr didn't waste any more time as he moved to Ben's stomach and tried to possess him, while Ben struggled under the telekinesis hold on him.

"Don't worry it will be over soon." Zs'Skayr's clawed fingers sparked with pink electricity as it made contact with Ben's stomach but as soon as he did he was suddenly sent flying back through the wall of the building and outside. "WHAT?! HOW!?" he looked towards Ben to see his body shifting and morphing into his Martian form.

'Mind Reaper!' Zs'Skayr could hear his voice from inside his mind. The long-limbed humanoid crossed its arms. 'You think you were the only one buying time. You villains always like to talk. Now I know how you became this way and… other things…'

Zs'Skayr growled at the shapeshifter using his telekinesis to rip the building into shreds. The concrete, wood, metal, and other materials that made up the building were turned into splinters. Each splinter was then melded into multiple spears that shot at the Martian from every angle.

The Martian merely floated towards Zs'Skayr, each spear going through his body but not affecting him in the slightest, merely passing through. He phased through every attack that came at him and didn't stop for a second.

'Bring it, Skayr.'

With the League, the Justice League was staring across the villains of Belle Reve.

They were ready for a fight but all those hostages possessed means they weren't going to be able to defeat them so easily.

"Alright, enough of the stare-off," Brick said with a smirk. "Throw away your weapons, and get ready for these Inhibitor collars to be put on you." He said spinning a collar on his finger. "And remember these guys' lives are in our hands." He said grabbing one of the guards who still had a large grin on their face.

"Hahaha! You fools better give up now." The possessed guard choked out.

"Alright, we give up," Canary says as she lifts her hands in the air indicating surrender. She smiles slightly, "After all, it's been enough time right Zatara?"

Zatara smiled, "Indeed, Canary. Esicrexe!" With a snap of his fingers, the possessed guards all had Mini-Ectonurites expelled from their bodies. Brick and some of the other inmates were about to attack the hostages but they were blown back by a wave of telekinesis by Martian Manhunter, after they were blown back Hal Jordan then used his lantern ring to create a green wall that prevented them from moving.

The guards were then pulled with telekinesis towards the Leaguers and dropped behind them. They were knocked out after being possessed. The Mini-Ectonurites phased through the wall made of green light and charged at the Leaguers. Captain Atom quickly used his radiation blasts to destroy the alien ghosts.

"Lantern," Canary called out with a smile. Hal nodded and dropped the green wall allowing the prisoners to start charging at the League. "Alright guys, remember not to destroy the prison too much."

The League all got ready for the easy fight about to go down and could only hope the Team wasn't in too much danger.

The Team

November 5, 15:14

Batman stood cracking his neck and dodging a few of Robin's disc-shaped shurikens.

Batman then threw one Batarang, which was two times the size of his fist, at them. Artemis was the first to respond shooting it with an arrow and it exploded on impact with it, however, out from the Batarang came a slily substance that slammed into Zatanna's face.

"Hmm Hfmm!" Zatanna screamed trying to pry the puddy-like substance off her face. Artemis immediately stepped in to try and help her leaving only Aqualad, Robin, and Batgirl to deal with Batman.

"Hahahah!" The creepy laugh Ecto-Batman made the Team shiver slightly. "Oh, the plans and contingencies this one comes up with. It's almost terrifying how far he plans ahead for something that might not even happen. How ironic that at this moment, you're the ones who need a contingency for him."

Letting his words sink in Batman with a grin leaped at the three teens ready for round two.

Starfire and Ecto-Wonder Woman battled in the sky exchanging blows with each other, behind them was Miss Martian in a camouflage state. The psychic headpiece that was like a tiara was on her head.

It was supposed to boost her telepathic abilities given to her by Ben. But she was having trouble getting through to Wonder Woman's mind and finding Diana. All she could feel was the malice and killing intent of the Ectonurite possessing her.

Ecto-Wonder Woman's fighting instinct took over in a minute grabbing Starfire's wrist, she tried to punch the Amazon and threw her away. Wonder Woman then turned around and narrowed her eyes faintly seeing movement and realizing someone must have been invisible. She lunged at her enemy startling Miss Martian and she tried to fly away.

Wonder Woman was too fast though and got within a meter between her and Miss Martian before M'gann sent out a telepathic blast to push her away.

Still, Wonder Woman managed to grab onto something, when she looked at her hand she saw the psychic headpiece. Wonder Woman narrowed her eyes at the device before breaking it.

"No!" Miss Martian cries out sending another telepathic blast out to Wonder Woman pushing her back again before Starfire comes back and punches Wonder Woman square in the face.

Green plasma lit up Starfire's fists as she charged at Wonder Woman.

Flash and Kid Flash zoomed through the city looking like two streaks of red and yellow. Kid Flash was only able to keep up with Flash's speed thanks to the boots and belt Ben gave him. The balls on the boots helped Wally speed up and the belt helped lessen injury when he would slam into something.

The tech helped him greatly in the first half of the battle when Kid Flash and Flash were in a kind of race while also taking shots at each other. But now, lightning started to smit from Flash's body as he ran and suddenly it all felt like he was back to before being so much slower than Barry.

He stood no chance.

As the two raced through the city, they both made a slight detour running up a small building before jumping off of it. As both flew through the air they started to trade blows. Flash gave Kid two quick jabs to the chest before Kid Flash responded in kind with a couple of fist slamming into Flash's face. Kid Flash wound up his arm to try and punch him again but Flash grabbed his fist and pulled him to put him in a headlock.

As they still were moving through the air, Wally quickly slammed his head back into Flash's nose, he could hear the sickening *snap* as both their bodies started to spin in the air as they started to lose momentum and fell towards the ground.

Both speedsters were saved by a building that they fell towards and both ran down the building continuing their race. Flash once again was emiting lightning a quickly sped up leaving Wally in his dust.

And suddenly their battle was over. Kid Flash barely even saw what was happening, he felt a punch to his face, another then another, and another. He was practically flying through the air.

He felt his belt getting ripped off and Flash stomped on his feet destroying the boots and the balls that helped him speed up.

After a couple more punches that were slammed into Wally's face causing blood to spill out of his mouth, he was then grabbed and slammed into a wall of a building.

Superboy, Captain Marvel, and Superman all flew into the sky colliding with each other, with both causing major shockwaves to spread throughout the city. The one thing that gave them an edge was Captain Marvel's lightning that spread throughout his fist. Each time Captain Marvel slammed his lightning-coated fist into Superman you could feel how much it affected the Kryptonian.

It helped that Kryptonians in general didn't have any resistance to magic.

'Just how was I supposed to be the one to kill Superman in the first place.' Superboy shouted in his mind seeing the clash between the two Leaguers he really had to question what was Cadmus thinking having him be tasked with trying to kill Superman.

His superhearing, however, picked up a bunch of sounds. "*Wham*Blam*"

He looked down to the ground and saw Flash about to kill Kid Flash. Superboy quickly raced off.

"Hey, where are you going?!" Marvel cried out to Superboy as he was then punched by Superman. "Ok, that's enough! Sorry in advance Supes." He said launching himself towards Superman.

Superman threw a punch at him but it was caught but Marvel. Marvel then grabbed him from behind and put him into a grip so that he wouldn't move and then flew up into the air.

"SHAZAM!" A lightning bolt rained from the sky striking down on Superman's chest scorching the 'S' on his chest.

Superboy managed to save Kid Flash just in time and slammed into Flash's ribs causing him to fly and slam into a building as Conner looked over the speedster's injuries he then heard the sound of thunder and looked up to see what Marvel was doing.

"One more!" Captain Marvel said as Superman groaned in pain. "SHAZAM-" While Marvel finished the word Superman slammed his head back into Marvel's nose. Superman then grabbed him and threw him into the lightning bolt that came down from the sky.

Superboy quickly flew off to help CM and saw Billy Batson falling from the sky, he seemed to be knocked out from Superman's attack and he quickly raced off grabbed Billy, and set him down carefully on the ground.

Superboy then looked up to see the intimidating sight of Superman with glowing red eyes looking down at him while he looked worse for wear with scorch marks from the magic lightning.

Superboy yelled in rage and charged at the older Kryptonian.

Back to Starfire and Miss Martian

'Star, I can get into Wonder Woman's mind and expel the alien but you have to hold her off.' Miss Martian said, keeping in her camouflage and watching the battle at a distance.

'I'm… trying…' Starfire said through the mind link, as she battled Wonder Woman, she couldn't help but reflect on the experimentations she went through to gain her powers. She could feel a raging fury burn inside her every time she used her powers and every time Wonder Woman attacked her.

Each hit was massive. She had never been pushed to this limit before.

Her anger burned, burned so bright that she could feel her very being starting to boil. Her plasma green hands burned brightly and her eyes glowed bright green as her pinkish-red hair started to heat up before it literally lit on fire.

"Whoa!" Miss Martian called out backing away from Starfire to make sure she wasn't weakened from the heat.

Ecto-Wonder Woman hissed as she felt her skin burn from just being near Starfire. The Ectonurite in her was quickly weakening more and more it was around Starfire.

"Argg!" With a powerful yell, Starfire launched the green plasma in her hands at Wonder Woman. The blow blasting back the Amazon sent her flying back towards Miss Martian. Miss Martian, not wasting a second, grabbed onto Diana's head.

Inside Wonder Woman's mind, Miss Martian could see the Ectonurite.

"Get out!" She called out sending the Ectonurite out of Wonder Woman's body where Starfire blasted it. The plasma instantly killed the Ectonurite as it burnt to dust.

All three women started to descend to the ground, Miss Martian holding up Wonder Woman as she passed out.

Aqualad, Robin, and Batgirl all fought Batman with all they had but none of it seemed to affect him.

Robin now was sporting a metal bo-staff that Ben had helped him develop but it still wasn't enough to defeat Batman. Any attack that came at the dark knight was parried or blocked it was as if nothing could shake him.

Soon enough both Batgirl and Robin were knocked unconscious by Batman leaving only Aqualad to defend against Batman while Artemis tried to pry off the puddy attached to Zatanna's face, she then reached into her quiver and pulled out an arrow that latched onto the puddy and it slowly started to melt.

Aqualad fought with his double water bearers but soon enough he was overpowered in seconds. Batman grabbed his neck and then slammed him into the concrete. Aqualad hit his hand onto Batman's chest. His tattoos lit up a light blue and emitted electricity.

"Fool. This entire suit is shockproof." Batman stated with a cold smirk.

Aqualad choked as Batman's hand tightened on his neck before Kaldur brought his hand to Batman's face.

'But not this part!' Once again his tattoos lit up and shocked Batman. In response Batman bit down on his webbed-fingered hand, however, Aqualad didn't stop his electricity from shocking Batman.

Finally, the puddy melted off of Zatanna's face as she yelled out. "Esicrexe! Esicrexe! Esicrexe!"

The ectonurite was expelled out of Batman leaving the dark knight to fall unconscious. An arrow soared through the air and hit the Ectonurite which exploded into a bright flash.

With Ben

With a flash of green light, Ben changed into Humungousaur and charged at Ultimate Zs'Skayr.

"HAHAHA! You think that form will be able to hurt-" Zs'Skayr's taunting was thrown off as a giant golden fist slammed into his face. He was sent spiraling and slammed into a building.

"What the-" Zs'Skayr looked at the Humungousaur to attach to his arms bracelet-like devices that surrounded the rest of his arms and fists with a golden barrier.

"Like em. Super tangible gloves, great for punching Ectonurites of all kinds." Humungousaur grinned smugly charging at Zs'Skayr again.

Zs'Skayr growled at him and tried to use his telekinesis to shoot him away but was surprised to see Humungousaur sextuple in size and slam his fist right into the evolved Ectonurite face.

Zs'Skayr growled, "Damn brat!" Zs'Skayr's form shimmered before disappearing entirely. Humungousaur recognized it as his invisibility, and the dino-like alien jumped in the air before slamming itself onto the ground.

The earth around him shook and caved in on itself. The ground was uprooted and Zs'Skayr's hidden form was sent launching into the air turning visible once again. Humungousaur, now being able to see Zs'Skayr jumped at him and slammed his fist into Zs'Skayr's body sent flying through the air colliding with a building, and shooting out of the other side.

Zs'Skayr's landing caused a massive crater, he then saw the dino alien leaping towards him and grinned. Zs'Skayr used his telekinesis on Humungousaur's arm or more specifically the bracelet-like device.

His telekinesis snapped one of the bracelets in half. Humungousaur gritted his teeth seeing this as he landed once again causing the earth to shake and creating a crater underneath him. Humungousaur then lept at Zs'Skayr, he reeled back his arm that did not have a super tangible glove.

'Fool what does he think he's doing?'

'I'll use his tangibility against him, swing with the one without the glove then clobber him with the gloved hand.'

Ben was ready for his arm to just pass through Zs'Skayr but it ended up doing the opposite and connecting into Zs'Skayr's stomach surprising Ben and Zs'Skayr.

Zs'Skayr was forced back, but not too far, since that attack was only a faint by Ben he didn't put too much power into it, but the battle had stopped for a moment as both Ben and Zs'Skayr stopped to contemplate what had just happened.

Their brains worked overtime to come to the same conclusion.

'From his memories, Ultimate aliens have only one flaw.'

'Psychobos evolved process was the same as the Ultimatrix's, which means-'

'While it evolves most if not all the qualities of the form and gives more powers, it always comes with a drawback.'

'A drawback that can vary from each transformation, the evolved Vaxasaurian couldn't grow in size, the Sonorosian couldn't multiply itself.'

'Which means-'

'Which mean-'

"His drawback is that he can't go intangible!/I can't become intangible!"

Ben quickly slaps the Omnitrix symbol and changes into Four Arms. "Damn! I made these super tangible gloves for nothing?!"

Zs'Skayr quickly tried to launch any debris at Ben, however, Four Arms was fast enough to close the distance between them in seconds. Four Arms then launched a multitude of hits that slammed into Zs'Skayr's body.

Zs'Skayr had enough and expelled several tentacles out of his body that stopped incoming fists before he launched Four Arms away with telekinesis. "I've had enough of you!"

A green light flashed in place of Four Arms, "Really?" A car slammed into Zs'Skayr's side and a metal pole slammed into his other side before and a bunch of metal objects started to create a ball around him. "But I have such a magnetic personality," Lodestar said and Zs'Skayr could tell if the alien could he would be smirking.

Zs'Skayr screamed in mighty anger before his form started to grow bigger and bigger.

"Seriously, how many powers do you have?" Lodestar says while constantly sending metal objects to try and slow down Zs'Skayr's growth.

"Enough to kill you!" was his response as he was now the size of a small building.

"I doubt that," Lodestar says, hitting the Omnitrix symbol on his chest and changing again.

Zs'Skayr's size grew bigger as he laughed, "I am all-powerful! I AM GOD- *Stomp*"

A giant-sized red and white foot cut him off. Way Big looked down at his feet and gave a little huff. "Eww, I stepped in loser."

Ben's adrenaline somewhat calmed down as he figured the battle was now over. He went to lift his foot up but suddenly felt his foot raise all on its own. He tried his best to press down his foot on what was lifting him up but then his entire body glowed a bright blue from Zs'Skayr's telekinesis.

Way Big was then thrown away the telekinesis grabbing his body and tossing him into a body of water.

Zs'Skayr is then seen as big as Way Big himself, the To'kustar got up from the water and looked at Zs'Skayr's giant form.

He grinned before crossing his arms, a green aura surrounding his arms before a ball of energy formed. "Take this, freak!"

The giant ball of energy turned into a solid green energy beam that fired at Zs'Skayr. The explosion was wide and bright, since it was night time it illuminated the very sky around them.

People from miles away people could see the energy ball. The civilians locked up in their houses thought for a moment it had turned day out again from the light illuminating it.

Needless to say, Way Big was sure now the battle was over.

Belle Reve

November 5, 16:30

The Justice League was now putting all the prisoners back in their cells. They really never stood a chance against them. While they didn't have Superman, Wonder Woman, Flash, or Batman they were still THE Justice League.

Most of them were just small-time crooks so it only took about 15 minutes for all the prisoners to be defeated.

However, the whole League stopped as they saw Way Big's blast of greenish-white light illuminate the prison.

"What was that?!" Zatara shouted while his magic was holding a couple of inmates.

"I'm not sure," Black Canary responded with a grim expression. "Let's just hope that's the Team winning."

With Superboy

Superboy and Superman both exchanged blows in the air.

Superboy reeled back his fist and got ready for one more punch but it was caught by Superman. The first thrown was the one with the watch Ben had given him. Superman looked at the watch, grinned, and grabbed the watch, crushing it.

Superboy looked in fear at that as he felt Superman tighten his fist on his knuckles feeling like he was going to break them.

Superboy could already feel his power lowering greatly, but he could still fly so with as much power he could muster he punched Superman in the face and knocked him back. Superboy then took off in the air with Superman right behind him.

The clouds in the sky started to cover them both as they started to leave the atmosphere. Ecto-Superman exited out of a cloud and then couldn't find Superboy. He figured he was trying to lose him in the clouds so he started trying to use his superhearing and x-ray vision.

Ecto-Superman tried to hone in on Superboy's location, but his eyes widened as he realized too late that the boy in question was right behind him.

Superboy while flying spinkicked him further through the atmosphere. One more punch and Superman flew through the Exosphere.

Superboy got ready to land another punch but he felt himself start to slow down allowing Superman to grab to Superboy punch.

Ecto-Superman felt a burning sensation on his back as he looked back he widened his eyes as he saw the sun in the distance.

The Ectonurite expelled from Superman's body, burning up in the sunlight. Superman getting powered up from the sun managed to stay conscious and recollect his thoughts. He looked at Conner and saw that he was slowly falling towards the Earth. Seeing that Superboy couldn't survive in space for much longer Superman grabbed him and took him down to Earth.

With Wally

"Damn it!" Kid Flash slammed his fist into the ground, and his body screamed in pain. His jaw felt broken his skull was pounding and it felt like his left arm was broken.

'I'm useless! Everyone's faster than me! Flash, Superboy, Starfire, hell Ben probably has 3 aliens faster than me. I keep getting held back! Why?!' Wally cried in his mind before shouting out his pain. "WHY AM I SO SLOW!?"

Wally panted as slowly tried to get up and stand but he was immediately smacked in the face by Flash. He was all healed from their battle and getting hit away by Superboy.

'Heh, speed healing, I could really use that right now.' Wally thought as he tried to get up off the ground. But Flash stomped on his leg and Wally could hear a *snap*.

"You want to know why you are so slow," Ecto-Flash says kicking Kid Flash in the stomach. "Maybe because you're so weak and pathetic. I've looked through this human's memories, all he has of you is you holding him back." He said kicking Wally a few more times.

"You recreated the accident that gave this human his powers perfectly right?" Another kick, "And yet you still can't measure up," One punch and another kick came next. "Perhaps it's just your destiny to be second best."

"Hehehehe," Ecto-Flash recoiled slightly as he heard Kid Flash chuckling under his breath then let out a full laugh. "Hahahaha!"

Ecto-Flash raised a brow, "What accepting the inevitable?"

"No, it's just," Kid Flash calmed down after his chuckling. "Even possessed… you still stop to talk to your enemy before you defeat them."

Ecto-Flash gritted his teeth before vibrating his hand. "You're already defeated, brat!" he said grabbing Kid Flash's suit by the emblem and getting ready to deliver the final blow.

Suddenly, time seemed to slow down for Wally. He could feel something traveling through him, like a shock, he breathed in and felt everything around him.

His hand shook, in this slow-down time world that he was in he could feel his hand shaking. He looked down to see it was vibrating. He could his body snapping back together, and soon enough he felt as good as knew.

Bluish-white light danced in his eyes and suddenly with crimson-red lightning surrounding him, he shot off from the ground. The sonic boom echoed throughout the area, launched Flash away, and sent him tumbling on the road before he recovered and started to run after Kid Flash.

'What happened? Why is he suddenly so fast?' The Ectonurite questioned in his mind, he used the Flash's speed to max capacity and found Wally running away, crimson-red lightning dancing around his body much like the yellowish-orange lightning danced around his.

He kept running slowly catching up to Kid Flash, however, as soon as he got closer he saw the crimson-red lightning change, it was now yellow lightning that had a red outline. It changed once more into the same lightning as Flash's. It seemed to stay at that color but the Ectonurite could have sworn he was seeing the lightning struggling to change to a more bluish-white.

Flash tried his best to catch and grab him but then Wally disappeared from his sight. It was as if he teleported. "Where did he-"

"On your right." A voice stated and as Flash turned his head he was met with a fist colliding with his face that sent his body tumbling through the street once again.

He ignored the road burn and quickly got up from the ground speed about to race off but he suddenly hit once again and again. And he didn't even see it coming.

He tried to start running and catch up with Wally but he… he was too slow.

In a bolt of anger, Flash ran as fast as he could and managed to pass Kid Flash, he looked back at Kif Flash with a grin but his grin faltered as he saw Kid Flash was smiling without a care in the world.

Ecto-Flash gritted his teeth realizing he was letting him pass him. He turned around and was about to head-on collide with the speedster when suddenly Wally's body started to pulse and vibrate. Ecto-Flash realized too late he was trying to phase.

Kid Flash phased right through Flash's body, coming out the other side with the Ectonurite in hand. Kid Flash started to slow down slightly before activating his comms.

"Hey, Rob, you there?" Kid Flash asked his vibrating hand keeping the Ectonurite at bay since it didn't seem to be able to phase through his own phasing.

"KF, thank god you're alive. What's up need help with Flash?"

"No, I got Flash handled do you still have a flashbang or something to take down the ghost guys?"

Hearing Wally's serious tone threw Robin for a loop, "U-Uh, yeah, I still got one that Ben upgraded. If you get it here I can finish it off."

"Good, throw it. Now." Kid Flash stated as he used his wrist pad to show Robin's location.

"Uhh, ok, wait are you nearby?" Robin asked as he got his flashbang out and through it in the air waiting for Wally. "I can't see you."

"Yeah, don't worry," Wally said grabbing onto the Ectonurite with both hands as the ghost aliens' eyes widened in fear. "I'm not far."

That was a lie, the battle between him and Flash took him about 15 miles away from Robin's location, however, to a speedster, that was a mere 15-second walk.

With a grin Kid Flash sped off, speeding through the city before arriving at Robin's location. He could see Batgirl, Aqualad, Robin, Zatanna, and Artemis, they were all frozen helping the unconscious Batman. He then looked up into the sky and saw the flashbang and threw the Ectonurite right into it.

Wally stopped in his tracks time flowing normally and the flashbang went off killing the Ectonurite.

The 5 of his team members stared in shock at him as they saw Kid Flash suddenly appear out of nowhere.

"Whoa, KF, you got… faster."

Wally grinned brightly, "Yup." That was all he said as he was too excited to say anything else.

Suddenly their attention was taken away as they saw a bright greenish-white light illuminate the sky.

Wally glared at where the light came. 'Where was that a couple of seconds ago?' He asked as that bright light would have instantly dealt with all the Ectonurites and saved him a beat down from Flash.

With Ben

Way Big walked towards the crater left behind by his blast. It looked like nothing was left from the blast nothing but pieces of his arm and torso. Way Big sighed, he must have gained some resistance to light.

'The powers keep coming huh?' He thought to himself ready to blast what was left to pieces.

Suddenly a blue glow surrounded his body and lifted him into the air above the water. "-HAHAHAHAHA! Oh poor, Tennyson." Zs'Skayr says as his body regenerates from the arm and torso. Way Big struggled against the telekinesis holding him trying to break from it as Zs'Skayr clicked his tongue. "None of that now. Merchus Verdactus!" He chanted a spell and pink lightning shot out from his hand and stabbed into Way Big's stomach.

"ARRRGGG!" Way Big screamed in agony as the lightning shocked him.

Zs'Skayr finally let the spell go and let go of his telekinesis as well as having Way Big fall to the ground. A loud beeping sound was heard and then Ben transformed back into a human leaving him to fall into water.

Splash*

Zs'Skayr then cast another spell. "Aquata Risa Sphaera," The water started to rise a form into a sphere around Ben that was in the center. Zs'Skayr grinned and shrunk down to his normal size, entering the water sphere and immediately going inside Ben's body.

In Ben's Soul

"HAHAHAHAHAHAHAHAHAHA! I WIN! I WIN!" Zs'Skayr shouted to the heavens as he looked around in the black void. "I've finally won against you, Tennyson! No one can stop me now!"

He felt like a God, how could he not with his evolved Ectonurite powers and the Omnitrix at his disposal he might as well be considered a God.

However, he was knocked out, or more like kicked out, of his victory by a small foot crashing into his face. "Think again, doofus!"

Zs'Skayr was sent tumbling through the black void, his once victorious moment ruined, by what, or who he should ask.

A ten-year-old Gwen Tennyson stood before him in her usual sassy manner with her hands on her hips and looking down at him.

"You think you won just because you possessed my cousin, you're wrong! Ben's way too stubborn and stupid to know when to give up." Gwen says in her know it all voice that was known to piss off anyone.

"Hahaha! You think you can beat me alone, little girl?!" Zs'Skayr says with a grin but he is then blasted in the back and looks behind him to see Max Tennyson walking up to Gwen, a giant blaster about the same size as his arm, in his hands.

"She's not alone, neither of them are, ever." He stated with absolute certainty. He was now next to Gwen with a kind smile on his face.

Zs'Skayr growled and raised his hands at them, ready to kill them both but his powers weren't working for some reason. "What's happening?!"

"He's really slow on the uptake isn't he?" Gwen said looking at Max and making the old man chuckle.

"Now Gwen we should be kinder to slow learners just because they don't understand things as fast as others doesn't mean we should point it out." Max chastised his Granddaughter playfully.

After Zs'Skayr calmed down slightly he finally realized what this was. "I get it, you both are manifestations of Tennyson's soul. Something to block me from getting through. You can't stop me! I will admit Tennyson's will is strong but I know for a fact it's not stronger than mine!"

"I doubt that!" Both said at the same time while sporting a grin. Zs'Skayr narrowed his eyes before he was blasted in the face by a stream of fire.

"Arrg!" Zs'Skayr shouted in pain looking to where the blast came from to see a Pyronite- no Heatblast standing there. "Tennyson! Is that you? No matter I'll end this- ARRG!" He couldn't finish as he was punched in the face by Rath. Rath's punch sent him into the air before he started to fall and got slammed with a beam of energy by Croamastone.

Zs'Skayr rolled on the floor of the void seeing the many aliens of the Omnitrix suddenly appearing out of nowhere to get their hits in on them.

XLR8 and Fasttrack moved at speeds he couldn't track and slammed their fists/claws into his body. Four Arms and Humungousaur made a deadly duo that punched and kicked him into the ground.

Wildmutt bit into his shoulder, Cannonbolt slammed into him, Echo Echo hit him with a massive sound wave, Swampfire burned him, Clockwork hit him with his time rays and even Ghostfreak came in to wrap him with tentacles so that Arctiguana and Big Chill could freeze him.

Zs'Skayr slammed into the ground looking up at the black void and seeing Way Big standing above him, but beyond that terrified him because he could swear he saw a celestial-type of body up there. But on the top of the black void was the Omnitrix symbol, a green hourglass that glowed dangerously.

"No!" Zs'Skayr backed away from the multitude of aliens, and the two Tennysons, that walked towards him. "How is this happening, we are not in the Omnitrix! This is Tennyson's SOUL!"

It was then that Zs'Skayr's eyes widened in fear, he knew this Omnitrix might have been slightly different than the one he was used to back in his own universe. This Omnitrix… 'Could it have bonded more with Tennyson than just on the molecular level?'

It wasn't unheard of, hell he wouldn't be surprised, Azmuth created Ascolon a sword that made people think it was magic with the advanced technology it possessed, and barely anyone could even attempt to recreate the Omnitrix.

Azmuth having the Omnitrix connect to its host not only genetically but also spiritually made sense but if that was the case. That meant he was not just fighting Tennyson's will but Omnitrix's as well. Hell, he might just call it Tennyson's will altogether as it seemed the two were one.

Magic or no magic, things were not looking good in his favor and it only got worse as a new voice that he recognized instantly.

"Get Out." A ten-year-old Ben walked out from the crowd of aliens.

He stopped when he reached Max and Gwen. The two smiled at him.

Max rested his hand on his shoulder giving him and reassuring smile.

While Gwen rustled his hair slightly while grinning.

Ben smiled at the two of them before regaining his focus on the enemy and started his walk towards him again. And while he walked he could hear his family cheer him on.

"Give 'em hell, Kiddo!"

"Give him one for me, Ben!"

He stopped a foot away from Zs'Skayr, Zs'Skayr backed away slightly, he couldn't believe he did so. Backing away from a child. But it was pure instinct, he felt like he would die otherwise.

A green lightning bolt rained from the sky, the flash of light blinded Zs'Skayr for a second, and then when he could see again he saw sixteen-year-old Ben with his green eyes glowing brightly.

"I said," Ben's pupils started to twist, taking the shape of a double helix before forming an hourglass shape. "GET OUT!"

Just like that Zs'Skayr was expelled through Ben's body, the water sphere breaking apart and turning into raindrops falling down to the body of water that formed it. In the center, a green light illuminated the battlefield as Zs'Skayr was launched back and forced to watch as Ben transformed.

In Ben's place was a humanoid robotic alien. He had a green and white body with large cylinders on his arms that looked to be full of green energy with dark green bubble-like spheres. His head was pointed, armored helmet filled with the same bubbling green energy from his arms. With the Omnitrix symbol on his chest.

Zs'Skayr recognized it as the one that almost killed at Z'Castle Zs'Skayr.

"Atomix!" The alien announced looking at himself, even without a mouth Zs'Skayr could tell Ben was smiling like an idiot. "Oh, you're in real trouble now!"

"Anur-" Zs'Skayr tried to cast a spell but Atomix moved faster than he could react and slammed his metal fist in the face sending him to launch through the city at a high speed.

Before Zs'Skayr could collect himself as he flew through the air he was hit again and again and again. His trajectory sometimes had him colliding through buildings and the green radiation that came off of Atomix burned him greatly.

He was then hit one more time straight into the ground.

Zs'Skayr slowly started to feel like he was hitting his limit. He needed to get out of here.

Before he could move he was hit by something, the punch wasn't as strong as Atomix's hits but it was enough to make him stop and recoil, he got hit again and again. He couldn't even see it.

It was then that Kid Flash revealed himself, lightning coating his hand as he slapped Zs'Skayr's chest with it.

Zs'Skayr was thrown back by the lightning hitting him and coughed out what could only be assumed was blood.

Superman and Superboy saw what was happening as they hovered over the city. Superboy pushed off of his clone brother dropping onto a building before rocketing off. It didn't matter if he no longer had the same amount of power as Superman, it wouldn't stop him.

From the heavens, Superboy dropped delivering a massive blow right onto Zs'Skayr's head sending him through the street of the city.

Zs'Skayr flung himself out of the ground and got ready to attack but was stopped again by a blast of green plasma slamming into his back. Starfire then appeared next to him throwing balls of green plasma directly into his face.

Each blast felt like he was getting pelted by the solar flares. Robin came in next throwing multiple shuriken-like discs at Zs'Skayr that exploded on impact.

Batgirl jumped on top of him and pressed a sticky bag grenade onto his back before jumping off. Artemis then fired three arrows all landing on Zs'Skayr's body. Four different explosions went at once pelting Zs'Skayr's body.

"Arrg!" A yell rang out through his ears as he saw Miss Martian hold him with telekinesis and then crash him in between two. Batgirl threw one more explosive Batarang at the cars that one off as soon as it made contact. Both cars exploded right in Zs'Skayr's face.

As fire surrounded Zs'Skayr he saw Zatanna cast a spell, "Erif Nrub, Etaerc Rallip!" Suddenly the fire twisted into a pillar of fire that burned Zs'Skayr who was in the middle of the attack.

Aqualad then came running in, his two water bearers connected together to create one giant mallet. His tattoos lit up an aqua blue as electricity covered the hammer as well.

"ARRG!" He gave a loud yell swinging the hammer into Zs'Skayr's chest sending him flying into the air slightly paralyzed from the electricity.

All while this happened Atomix was charging a green energy ball in his hands. "HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA!" He cried out firing the energy ball at Zs'Skayr who looked at the energy ball in fear knowing it would be the end of him.

"No, it can't-"

"Nuclear Winner!" The energy ball crashed into Zs'Skayr's body creating a massive pillar of green energy that destroyed Zs'Skayr's body completely.

The sound of the explosion signified the battle's end, The team had a hard time stopping to acknowledge it though, their hearts were beating in their ears and their adrenalin had kept them up for as long as it did.

After a moment of silence after the light from the explosion calmed down they realized they won.

None of them could manage a cry out in victory, they were all tired beyond belief, and they all remained quiet, heavily breathing, with grins on their faces.

A beeping sound was heard and they saw Ben transform back into a human.

"We did it," Ben said with a sigh and a large grin that was shared by his teammates. They won, they actually won.

Superboy looked at each of his team members with a wide smile before his eyes stopped at Ben noticing how pale he was. With his infrared vision could see just how damaged his stomach was from Zs'Skayr's attack on Way Big.

"Ben?" Superboy said running to him. Ben's vision turned cloudy as he started to drop to the ground all his adrenaline was gone but managed to hear all his teammates shouting at him in worry and horror.

"BEN!"


Geez this took forever, and I managed to finish this chapter right on Halloween. A chapter mainly bases on a… Halloween ghost character… I MEAN- yes that is what I meant to do, it was the perfect plan you see. HAHAHAHAHAHAHAHAhahahah- ok I was having some technical difficulties which I haven't even fully fixed yet but I figured I might as well get this chapter done on Halloween. Either way, everyone stay safe out there, I'm hoping to get the next chapter out soon. Oh, one last thing I'm retracting every statement I made on 'useless aliens' like Fasttrack and Bloxx, I've come to appreciate them both over time and I now have a new perspective on all the aliens in the Omnitrix.

Have a spooky Halloween!