A news station helicopter sped above a set of police cars that were chasing an armored vehicle. It effortlessly dodged any cars in its way, from regular cars to a familiar RV. "We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage.", the reporter remarks.

The passenger within the vehicle suddenly stopped moving as a grin formed on his face, black cracks suddenly forming out of his mask. The man let out an unnaturally deep laugh that disturbed both driver and hostage as he pulled out a gun and whipped rhe driver in the face repeatedly.

"Ow-! Stop it! Hey!", the driver stopped the vehicle and parked it before dragging the hostage out with blood staining his ski mask. "What the hell's wrong with you?! Are you an undercover cop or somethin??"

"What's this? It appears as if one of the theives had some sort of change of heart!", the reporter exclaimed surprised.

The passenger laughed again before crawling out of the vehicle. "Worse.", the man knocked himself out with his own gun as a grey specter flew of his orifces. The shapeless grey blob formed into a roughly humanoid shape, Parapparition.

"No! It appears we have another alien sighting!", the reporter quickly corrected himself as the theif oulled out his gun and aimed it at Parapparition. Who simply floated there and stared through his entire being and directly at his soul, his unnaturally blank stare made the man shake in place as he grits his teeth.

The man dropped the gun and fell to the ground shaking, the hostage was no different but was immediately met with a very friendly thumbs up as Parapparition flew away. "We don't know where these strange creatures come from, but they seem to be here to help."}

Of course this broadcast was playing within a chamber of sorts aboard that alien warship still hiding above Earth. "Such a waste of potential, it makes me sick."

One of the robotic minions walked up behind him in a calm manner. "Sir. Shall we dispatch more drones to retrieve the Omnitrix?"

"No. The preparations have been completed.", the creature said as its eyes glowed red with malice, each screen changed into different recordings. Each of an alien performing different tasks, such as Sunburn launching a dragon of fire at one of his drones, Watchdog rescuing people trapped in a collasping mall, TopGear fighting Rojo, Pointdexter stealing something from a vending machine, Overclock chasing after a car thief with a modified motor cycle, Stinkfly fighting the T-Rex in Washington, and Deepcut simply helping a cat down from a tree.

"The host organism has proved himself to be a versatile fighter of great talent.", the warlord clenched his hands into a fist tightly.

"I''ll do it myself."


Alex quickly jolted up from his sleep with a startled gasp, covered in sweat and clenching his chest as his heart was beating against his ribcage as if it wanted to escape with his breathing sounding more like gasps for air.

"Another nightmare Alex?", Max asked concerned as he quickly woke up while the two ten year olds stirred.

Alex took a second to calm down as he trembled in place. "Yeah, it was that weird alien from those other times. Except this time he looked a lot more like he crawled out of hell this time.", he wiped the sweat off his brow.

"Ughhhhh this again.", Gwen covered her ears with the pillow as Ben just fell right back asleep.

Max lightly patted his shoulder in reassurance. "It was just a bad dream, son. We can talk about it in the morning.", ever since Alex had used Overclock to merge with Rojo, he was getting almost frequent nightmares of the same thing.

"It felt so real though...", Alex said as he rested his head against his hands. "He just looked at me, I couldn't understand what he was saying but it felt like he was telling me something. Like he was coming for me soon."

Max is immediately shocked by the statement as he furrowed his brow. "Change of plans, we're heading out now."

Gwen yawned as she propped herself up on her bunk. "But its like, three in the morning."

"It'll beat the best way to beat the traffic where we're going.", Max stated determined as he immediately went to the drivers seat without changing.

It didn't take much time for them the change as the Rust Bucket pulled out of their resting spot and onto the road quickly and drove off before the sun could even rise. For the rest of that time, Alex just went back to sleep with apparently no issues and left Ben and Gwen to entertain themselves...

For a few hours at least.

The sun had finally risen into the sky, the night fully passing as Max still drove through road after road without taking a second. He didn't seem the least bit tired at all as he kept his gaze on the road as rhe Rust Bucket drove past a field.

Ben finally looked at Max with the question he had since they started driving again eating at him. "Uh, Grandpa, why the lead foot?"

"I, uh, I wanna make it to Mount Rushmore by nightfall.", Max answered sternly yet calmly, Alex walked up to his seat and leaned against it. "We're spilling the truth the moment we get to Mount Rushmore, got it? Its unavoidable now."

Alex just nodded in acknowledgment as he went towards the back wordlessly. "Ugh, I'm so bored! Gwen can I borrow your computer?"

"Uh, no, I think this'll be a good lesson for you to learn how to entertain yourself.", Gwen smirked as she went back to scrolling through forums about the latest Lucky Girl episode.

"Hey, Ben.", Alex leaned against the seat as he smiled at him mischievously. "You wanna play some one on one?", Ben nodded eagerly.

Out in space however...

The Omnitrix's signal popped up on a large screen in the now repaired cockpit as the shadowy creature sat in his rightful seat. "The Omnitrix has been activated. Pinpoint its location.", the creature said as his robotic slaves went to work.

Back on Earth though,

"Awh man! I lost again!", Ben whined as his headset was nicely fitting on his head, his console had been covered in black with green circuitry. His current game showed off a human shaped Overclock dancing victoriously.

["Had ya goin didn't I? HAH!"]

Max turned his eyes to the rear view mirror, they widened once they noticed Overclock merged with Ben's console. "Alex! Ben! Now is not the time to go alien! Do you understand?"

"Why? We're just tryna past the time.", Ben comments with a shrug.

"I don't want any unnecessary attention.", Max sternly doubled down as Ben cocked an eyebrow.

"What attention could we get in here?", Ben asked as Overclock melted off his game console and reformed into his humanoid form. Erupting in a bright red flash and reverting into his human form.

"Never mind.", Max stated as he turned his attention back to the road, Ben and Gwen looked at each other confused while Alex sulked in his own corner.

Of course as a byproduct with the Omnitrix returning into recharge mode, its signal was quickly lost on the alien warship. "It appears we have lost the Omnitrix's signal, should-", his robotic minion was soon silenced with a swipe from a tentacle.

"I've narrowed down his general location.", the conqueror stated as the screens shifted to scenarios of Alex saving people or simply helping in a menial way. "The time spent researching now this Organism works has given me the proper knowledge on how to being him out. Bring the Merciless nearby."

The warship, now known as The Merciless, quickly descended into Earth's atmosphere. Its giant shadow casting over a field of bison, its underside hanger folds open and unleashes a swarm of the beetle-shaped attack droids along with larger, pill shaped capsules that still varied in size.

Once they landed into the dirt, steam billowed out as the oval shaped capsules transformed into their full shape. There was a large amount of them, a majority of them being the same robots in the cockpit earlier. Their arms morphing and clicking into place to show off railguns, the minority of them were hulking metal monstrosities with maces attached to thick cords coming from their back.

The small army of machines marched foward as the flying attack drones bursted through the welcome sign to Rapid City.

... it didnt take long for the ramage to takeoff as they immediately did what they were programmed to. The drones swept through the city as those that could fly attacked from above, the larger ones used their strength to bring down structures as the smaller ones shot ar whatever was in front of them.

Ben noticed the multitude of streams of black smoke billowing from the city, or what he could see from that distsnce. "Whats going on over there?", Ben asked concerned.

Max quickly noticed the smoke too as the other two finally noticed it as well. "I'm sure the local authorities have the situation well in hand."

An explosion erupted within the city, which was also very noticable from that distance. Alex looked at the city in the distance and snarled, he stood up from his seat and activated the Omnitrix. "Alex, I don't think its the best idea-", Max was cut off as Alex let out a loud sigh.

"I'm not standing here and letting who knows how many people die. Besides, I'll be quick.", Alex stated calmly as he pressed down on the dial, transforming into Sunburn then leapt out of the RV. Once he planted his feet on the asphalt, he rocketed forward using that chunk of asphalt as a board.

"HELP!!", a man in his thirties exclaimed as he and many others fled from the army of deadly robots. That was until a disc made of fire flew passed them and staded slicing through the small group that chased after the humans with ease.

Sunburn hovered above the chaos as he popped his neck. "Scram! Get as far as way as you can!", the civillains kept running and screaming as the mechanical army stopped their attempts at mass casulaities.

Sunburn landed, popping his neck with a yawn. "Hey I recognize you guys. Man, gettin' this hunk of junk felt like forever ago.", he said before pointing his thumb behind him and blasting a drone out of the sky. "So, what say you face someone with real fire power?"

All at once, the aerial and combative drones surrounded him, effortlessly outnumbering him. "Yeah yeah surround me all you want, because this is the last time I'm dealing with your shit.", Sunburn popped his knuckles with a grin.

The first of the smaller drones lunged in and attempted to swing a strange baton weapon at him, Sunburn quickly grabbed it and knocked its head off which led to him jamming it inside another approaching one. Using that droid as a spring board, he jumped up and drop kicked straight through one of the larger and bulkier drones, grabbing its body before throwing it at a massive cluster sprinting at him, effortlessly cutting through them.

Being grabbed from behind, Sunburn exploded with heat and effortlessly melted it off him. Quickly grabbing the head of another one as it tried to approach, he forced it forward into a knee that collapsed its head in. Forming a blade of fire in his hand, he swung it upwards as it cleaved through the aerial drones. Once they were dispatched he propelled himself in the air before the remaining drones attempted to pile ontop of him.

Aiming his one arm, he condensed his beam of fire into a sharp laser and sliced through the incoming droids which resulted in massive fiery explosions. In which, he quickly re-absorbed these flames and looked on at his work.

"Wasn't all that bad! Good job me!", Sunburn patted himself on the back, literally, but that was when he felt it.

Something was horribly wrong, Sunburn's flames began to writhe around as his breathing became ragged due to an immense feeling of terror. His body, despite how alien it was, was screaming and begging for him to run away…

But instead he quickly spun around and unleashed a condensed beam of flames that engulfed a large circumference of the area in front of him. That was until a hand grabbed him by the head threw him into a building, four silver nodes flying towards him and restraining him with blue energy cables.

"Ee'Sha. The little insect that has cost me so much trouble!", the voice was filled with nothing but hatred and resentment.

The figure was a muscular humanoid with an octopus like head. He has tentacles dangling in the front of his face, like a beard. His skin is pale-green with yellowish spots on his face and tentacles. He has bright red eyes with a black line trailing around his left eye.

He wore a primarily reddish-brown armor that extended to his shoulders, with his stomach to his inner thighs being covered by segmented orange armor, same as his knees. He had a dark grey material covering both of his hands for gloves, his calves and his two toed feet. His shoulders and thighs both bored orbs similar to the drones he had faced just a few seconds ago.

The flaming squinted before his eyes widened in recognition. "You… you're the alien from my vision!", Suburn exclaimed as his flames erupted, his breathing becoming stabilized again.

"I am Vilgax! And I have come for the Omnitrix!", Vilgax exclaimed.

"Eh, I figured!", Sunburn exclaimed as he effortlessly melted through the metal, releasing himself as he suddenly vanished in a burst of fire.

Vilgax simply stood still as he looked directly at Suburn delivering a hook punch right at his head, his heat vent erupting and pushing it forward at an increased speed. The hit connected with no obstacles, its sheer shockwave caused some of the rubble to jump a foot into the air.

Sunburn quickly noticed one… tiny problem. Vilgax had not moved, not even an inch, even though the punch had sent a powerful shockwave.

"Ah…"

The destroyer said nothing as he cocked his fist back and punched Sunburn with so much force he launched him back. Crashing through three buildings without pause, before he could crash into another building, Sunburn finally caught himself by propelling himself in the opposite direction and just lightly bumping into the wall.

"That's… an issue.", Sunburn muttered as he immediately propelled himself up as Vilgax attempted to tackle him through the building. "Jesus Christ!"

Green tentacles began spilling out of the shattered window as Vilgax pulled himself out, his arms now separated into a multitude of tentacles. Sunburn grimaced as he dodged each stabbing attempt the moment Vilgax began scaling the building at nightmarish speeds.

"Screw this.", Sunburn attempted to fly into the sky for distance but was quickly caught after Vilgax leapt after him. Wrapping his leg up in a bundle of tentacles before throwing him into yet another building with a smirk on his face.

Mechanisms along his calves began to unfold and let out soft energy pulses, suspending him in the air. Vilgax casually moved his head as a shard of glass imbued with fire nearly gouged his eye out, he quickly vanished as he sped along the buildings with pellets of concrete and glass covered with fire followed after him.

"loser.", Sunburn smirked as he sent out thin blasts of fire out of the tips of his fingers as Vilgax got into the center of his vision, the thin strands of fire slicing right through the top half of what was an office building and reducing it into tiny pieces as Vilgax rocketed into the air.

Sunburn launched himself at the tyrant with both of his elbow vents propelling his fist forward but they were quickly caught by Vilgax, Alex seethed before opening his mouth and unleashing a powerful beam of fire from it that Vilgax easily dodged, the beam itself blasting a hole into the small buildboard behind them. Sunburn was once again wrapped in his tentacles before being thrown with enough force to create a shockwave.

Sunburn crashed through glass and streetlights before barreling through a stop sign. He finally caught his footing before being met with an elbow drop that forced him into the sewers below. "What the hell is this guy? Why didn't Gramps warn me about him when I first got this- no, shut up. I'll ask him about that later... for now though."

The sewer water began to rapidly evaporate, manhole covers erupting from their spots as Sunburn bursted from the ground on a spire of flames. Vilgax smirked as he stood in place as a wave of pure flames rushed at him, though he wasn't damaged, the asphalt melted due to the sheer heat.

"Hah! It worked!", Sunburn cheered to himself as Vilgax rolled his eyes.

The RV easily sped through the area as Max quickly caught a glimpse of who Alex was fighting, his face becoming pale. "No... it can't be.", Max muttered as Sunburn pointed his arm at Vilgax and unleashing a beam that launched him back.

The Rust Bucket pulled in front of Alex the moment he put his arm down. Gwen quickly opened the side door for him as she poked her head outside. "Alex! Grandpa said to get in, like NOW."

"Don't gotta tell me twice.", Sunburn muttered as he dove into the Rust Bucket which drove off. A red flash erupted as Alex managed to pull the door closed. "Fuck me..."

Vilgax on the otherhand survived that attack and slowly stood onto his feet, the orbs on his shoulder and thighs glowing brightly. "D'ash nis'thir. Govr Ni'tus.", he uttered in his native tongue.

The Rust Bucket raced through the near ruined city that was bustling with life just moments prior. Max looking back through his mirrors panicked, pressing the gas pedal a bit more. "Believe me when I say this, you do not wanna fight Vilgax.", Max remarked as Alex rubbed his sore knuckles.

"Wow, you don't say?", Alex groaned.

Ben tilted his head in confusion. "Uh... How do you know his name?"

Gwen looked at Max in concern. "Grandpa, what aren't you telling us?"

Max stayed silent and kept driving as Alex rubbed his head. "Look, we'll talk about all the undisclosed shit when we get the fuck away from here."

"Uh, guys. We got some company. Some REALLY bad company!", Gwen exclaimed as she pointed out the window. Alex and Ben looked outside to see two of the larger humanoid robots charging at them. Swatting away any form of debris their way.

"jesus christ look at em go...", Alex muttered slightly impressed they were actually catching up.

"Hold on!", Max pressed the pedal to the floor as rhe Rust Bucket sped up quickly, but this didn't matter as the three robots still managed to close the distance.

"We can't keep this up forever! They're gonna catch us!", Gwen exclaimed as Max furrowed his brow.

"It's gonna be even worse if we don't make it to Mount Rushmore...", Max hissed as he managed to catch a glimpse of the pursuers. The elderly Tennyson shook his head and flipped one of the switches of the RV, causing it to go faster.

"Seriously! Whats at Mount Rushmore!!", Ben exclaimed as he held onto the counter.

"I have a lot to explain, I know that, but PLEASE just understand that now's not the time!", Max exclaimed as he managed to make a sharp turn that took the machines off guard. Their feet dug into the asphalt as they changed direction and chased after them.

"IF we get to Mount Rushmore.", Alex remarks with a scowl. "Those things are just gonna keep coming after us...", he quickly noticed the Omnitrix had recharged at that point. "I'll try and buy you guys some time-"

"Alex! No! You can't go out there!", Max pleaded as from his memory, he was reaching a route that led to Mount Rushmore.

"Look, I'll deal with these things here and meet you guys at Rushmore. Kay? Alright!", Alex had already primed the Omnitrix, pulling open one of the back windows and leaping out in a green flash.

Pummel dug his feet into the ground as he cocked both of his right arms back before unleashing a powerful double punch at the three robots. Rhe center one was completely obliterated while the two on his right and left were blown apart and left as broken pieces of metal.

Max bit his lip as he sped forward with the RV. "Where are we going? We have to help him!", Gwen exclaimed as Ben looked back in fear. They felt it coming, the sense of death and despair.

"We will, but first, we'll need to get some special help.", Max muttered.

"Let me guess... At Mount Rushmore?", Gwen remarked annoyed but Max didn't even appear to be affected by it. "Grandpa, you're really freaking me out..."

Pummel cocked an eyebrow as a heavy object crash landed onto the asphalt, red eyes glowing in the brief cloud of smoke as Vilgax stepped forward with an amused expression. "Not going to flee with the other insects? How amusing."

"Nah, something about your face really pisses me off.", Pummel smirked as he popped his knuckles. "Maybe I'll take a piece of your armor as a souvenir."

"It would've been wise if you had fled, regardless, the result will be the same!", Vilgax rushed forward, the force cracking the ground beneath him as Pummel quickly rushed towards him as well.

Vilgax leapt into the air and slammed his arms down, to which Pummel caught in his strong hands before using his secondary arms. Grabbing his face tendrils and began hitting him with vicious left hook after left hook.

"Hmph.", Vilgax smirked before his arms immediately unraveled, his grip vanishing in an instant as Pummel had his arms engulfed in a swarm of tentacles. The tyrant cackled before throwing him into a nearby truck, quickly tackling him through it and into a nearby building.

Pummel once again blocked with two arms as Vilgax began beating down on him, his attacks stinging more and more before he used his secondary arms to hit him in the stomach. Propelling him up and kicking him through the building.

Using his powerful legs he leapt after him, Vilgax turning his head towards the red Goliath with a manic grin, punching him hard in the cheek then knocking him away with a powerful axe kick. Pummel gritted his teeth as he was sent crash landing into a building.

"Christ, Max wasn't kidding when he said he hits hard.", Pummel rubbed his now sore jaw as a massive shadow enveloped the area. His eyes widened as it was not Vilgax, but a building that Vilgax had thrown. "Oh shit."

Channeling his strength in his legs again, he launched himself like a missile right through the building. To which he was immediately met with Vilgax, acting on instinct he dodged a punch and countered it with a powerful double left hook that stunned Vilgax, using this to quickly pile drive him into the ground as they rapidly crashed into a public transit bus.

Pummel leapt back and got into a boxing stance, breathing heavily as Vilgax emerged from the ruined bus. A bit of blue blood leaked from his mouth, he looked at him blankly before grinning, licking away the blood with his long tongue.

"Oh you're just gross.", Pummel grimaced with a disgusted expression as he prepared himself for what he could do.

And what he did was indeed what he expected, Vilgax threw the bus at him with high velocity that he easily caught only to be rammed into as Vilgax charges right through the bus like it was tissue paper. The speed he launched himself at combined with his mass resulted in Pummel feeling his ribs crack under the pressure, so in response, he clapped his lower hands with such force a shockwave propelled Vilgax back.

Pummel smirked at the result and rushed in again, who countered with a roundhouse to his stomach that lead into a right hook across his cheek, following up with an uppercut that knocked a tooth out and finally ended with a downward punch.

The teenager grits his teeth as purple blood slowly leaked from his mouth, channeling his strength before punching the ground with so much strength it caused it to splinter before erupting with a violent tremor. Buildings cracking as some collapsed under the sheer force, Vilgax attempted to regain his balance before being knocked into the air with a powerful uppercut that led to a spinning jump kick by Alex.

"Just fall down already!", Pummel growled viciously as he quickly sprinted after Vilgax to continue his assault.

"Not until you lie dead at my feet.", Vilgax snarled with a sadistic grin as he mirrored Pummels punch, quickly countering with a jab to his shoulder that led to Pummel attempting a sharp hit to his eye that was easily dodged, countering with a punch to his stomach that led into anlthwr that landed right into his chest.

Pummel snarled as he began countering against Vilgax, using his lower left arm to block a strike to his mid section and used his primary right arm to counter with a strike across his cheek. Smiling as Vilgax smirked, quickly wrapping one of his face tendrils to pull him forward into a punch right to his face.

The force staggered Pummel as he quickly regained his balance before throwing a double armed right hook. The Conqueror smirked as he easily sidestepped this, cocking his fist back as he struck the temple of his head before leading to a thunderous roundhouse kick that launched Pummel into the ground

The effects were noticed immediately as Alex stumbled around, the world seemed to be spinning with an intense pain in his head. "He... he really nailed me there.", Pummel thought as his vision blurred for a moment, getting immediately met with a foot to the face that sent him spiraling in the air only to be stopped with an elbow drop. The red behemoth grits his teeth as he was pinned down by the bundle of tentacles Vilgax wrapped around him. "Let go of me you freak!"

"As you wish.", Vilgax grinned as his tentacles coiled around his upper right arm and tightened like a boa snake, Pummel attempted to break himself free from this grasp before being stomped down by his foot.

"There's no way this guy is planning on letting me leave here alive. Which means I have to kill him! But...", Pummel glared at the squid as he attempted a strike at his heel with his lower arms but was quickly dodged and stomped on repeatedly. Alex grits his teeth as he used his arms to prop himself up and launched Vilgax back with a powerful kick, sending him into a ruined building.

Pummel got on all fours and rushed at Vilgax and threw a left hook that Vilgax caught easily. He let out a snarl before unleashing a barrage of punches with all four of his arms, each and everyone of them caught by a single arm before being met with a punch to his stomach.

"I don't think its possible"

Alex lurched forward into a knee kick, he attempted to attack but was immediately hammered into the ground as Vilgax began to violently beat him into concrete. The building collapsing just from the force of these punches.

"Shit! Shit! Shit! Shit! This is bullshit! BULLSHIT!", Alex's own voice echoed into his head as Vilgax kept beating him down, his punches leaving large yet short lived indents in his otherwise strong red flesh. Blood and saliva mixing together as he coughed out a large clump.

"I just wanted to grow up, I wanted to at least have a life! Even if it was worst than dog shit I still wouldn't complain!", Pummel attempted to crawl away as the beating had ceased for a moment only to be kicked through a pile of rubble with so much force it broke his ribs.

Alex shook as he attempted to stand up, or do anything at all as tears began streaming down his four eyes, mixing with the blood pouring from his nose. "I fought because people needed me and it got me this far?! 'You're young, you have potential' he says, 'I think Max can teach you stuff I can't' you were just making excuses for your own selfishness! What a crock of shit, leave it to a genuine piece of trash to throw me out like a worthless piece of dog shit for his own benefit!"

Tentacles wrapped around his neck tightly as Vilgax dragged him towards him. "If you had just let me kill you before, you wouldn't be dealing with such pain now. You're a complete and utter waste of flesh and blood!", he exclaimed sadistically as his right arm reached forward and tapped the omnitrix symbol on his chest.

A red flash erupted, temporarily obscuring his vision as once he saw what it was, an angered scowl formed on his face. "How in the fuck did you do that?!", Alex exclaimed in pained anger.

"The Omnitrix is in the hands of a child?! How utterly despicable!", Vilgax attempted to grab the Omnitrix but was immediately blasted back by the energy feedback it had showcased already, only significantly more intense.

Alex was also launched back, looking at Vilgax simply lay there without a single ounce of damage inflicted. "It appears the Omnitrix has already merged with your own DNA.", he mused.

"You think this fucking changes anything you piece of shit!", Alex screamed as he stumbled his way up. His body was covered in disgusting purple bruises, some of his ribs still cracked as he held himself up by sheer force. "I'll fucking gouge your eyes out if it's the last thing I fucking do!"

"Your tenacity and spirit is worthy of a modicum of respect.", Vilgax stated as one of his fingers extended forward and grabbed Alex by his neck, putting just enough pressure to cut the airflow but to not snap his neck... yet.

"Considering you're the only person in years that has ever given me this much of a challenge, I should let you live...

But that's not how I operate."


Despite his current situation, Alex did indeed grant them the capability of actually going to Mount Rushmore. Though... Max wasn't expecting him anytime soon. "Uh... grandpa, I dont think tourists are allowed on this road.", Gwen stammered as Ben just looked genuinely confused.

"We're not tourists, we're tenants.", Max stated as he stopped the Rust Bucket in front of a ROAD CLOSED sign and presses a button under the dashboard. Unexpectedly, Ben and Gwen looked out the windshield with awe as they began to descend down some sort of elevator.

The elevator descended down an underground complex, its lights turning on sensing their presence. Calling it massive would be rather disrespectful, it was so large it appeared to go on for miles. Max was quick to exit once the elevator stopped with Gwen and Ben quickly catching up to them.

They traveled along the corridors, Max looked at some of them and pressed a button on one, revealing it to be a compartment with some sort of device that looked to be man made but far too advanced looking. He moved to another, which held some sort of cube that once he picked up, transformed into some sort of blade before placing it back and moving onto the next few.

Ben looked at one if the opened compartments to see a featureless black ball... he quickly glanced around before stuffing it in his pocket. "This whole place was under Mount Rushmore this whole time? AWESOME!", Ben was soon met with Max holding something out to him.

"You'll be needing this.", Max remarked with a nod. "I'll teach you what it can do later, but for now, just don't point it at your face."

Ben took what Max handed him, it appeared to be some sort of bizarrely shaped firearm. It was primarily this light grey color with dark grey components, what looked like a switch pointed at him was flicked down. Ben flicked it up and it transformed, it expanded with its chamber and muzzle snapping into place. "AWESOME!!"

Gwen grits her teeth as she finally snapped. "That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Alex? What is this place? And how do you know about that alien guy who's after Alex?"

Max eyes widened as he finally found what he looked for in the last compartment he pulled out. "Its complicated, but lets just say...", his prosthetic arm began to shift in place, wires and cables exiting as he pulled out a weapon the size of a cannon, a visor attaching to his face the moment his mechanical arm hooked up to the device, causing it to light up. "I wasn't an ordinary Plumber when I retired."

Ben and Gwen stood there as the former placed the blaster on his shoulder, it shifted form and clamped down in a way that didnt really hurt Ben. "Was Grandpa always this cool?"

The Merciless remained stationary on the bison field, Vilgax using his tentacles to single handedky run a full body diagnostic. It showed a red holographic image of Alex with the Omnitrix appearing as green, with what looked like green wires inside of Alex's left arm.

"The Omnitrix's Host Organism is nothing but a mere child.", Vilgax hissed as the holographic image vanished. "And its being used for pointless heroics."

Vilgax turned to Alex who looked back at him, his right hand and legs are restrained to energy and his left arm is in a cylinder to extract the Omnitrix. "Fuck off! I've helped a lot of people with this thing. Like hell I'm letting you have it."

Alex then spotted a look he never expected to see, Vilgax looked at him with less rage and more of that he was genuinely offended. "Kobalsh, the Omnitrix itself is the key to a cosmic power struggle, so ancient and vast that it is beyond your comprehension. But to think you'd believe I'd actually need such a device as the Omnitrix to conquer worlds, but then again your species is known for their limited mental capacity at their adolescent years. I don't want it for domination, I want it gone. The device itself poses a massive risk to me and my empire, just by today alone you proved such. A despicable thought of free will sparking into the minds of those disgusting maggots almost makes me sick, to imagine that device would give them the will to fight back against me. To think they would ever disrespect their God disgusts me. So you're going to sit here as I peel the Omnitrix off of your flesh, as slowly and as painfully as possible."

Alex's eyes widened as a variety of sharp and deadly tools rose from the metal floor itself as he anxiously looked at Vilgax.

"Prepare for take off, I'd like to leave this primitive planet as soon as possible.", Vilgax ordered his robotic soldiers sternly as they immediately nodded at this order.

Back at Mount Rushmore, the Rust Bucket emerges from the elevator that led to the underground facility before speeding off. "Its called The Jörmungandr, in the past it was built and programmed to target Vilgax's bio-signature. Hopefully, it'll take him down for good this time."

"This time?", Gwen questioned as Ben seemed to have somehow transformed his blaster as it's red circular badge glowed into an orange color before projecting a large, hardlight shield much to his delight.

"Theres a button under that cabinet, can you press it for me?", Max asked as Gwen nodded and felt around, pressing a button before jumping back the moment a blue transparent holographic display showed up. Its length was essentially the same as the windshield.

"THIS HUNK OF JUNK CAN DO STUFF TO???? I take back everything bad I said about this RV.", Ben looked on in awe.

"I do say this old beauty has character don't I? This right here is a GPS-assisted tracking system. It's locked on the watch's signal.", Max glanced at Gwen. "You navigate."

With surprising speed of the Rust Bucket and the fact Gwen was the on navigating thankfully, they quickly arrived at the field just as the Merciless was beginning to hover in the air. "There it is!"

"We have to get aboard.", Max felt almost excited as he finally had an excuse to do something with a specific feature.

"Get aboard? How?", Gwen asked as Max smirke and pressed another button on the console that flips out of the dashboard. The Rust Buckets bumper extends, and it spreads out. It accelerates at a significant rate, much faster than it should be moving, with this speed and momentum Max drove the Rust Bucket off the cliff and towards the ship.

Gwen screamed in terror as Ben held onto his seat with an excited look on his face.

Back within the Merciless, Alex was panicking more than he has ever had. He trembled in his restraints as Vilgax scanned his arsenal of tools as the reality of the situation hit Alex like a semi truck."

"I'm gonna die here… I don't wanna die!", for some odd reason... his mind went to his grandfather, Oscar. "How the fuck could you do this to me?! To your own grandson?! ", he started breathing heavily as his life started flashing before his eyes. "I'VE GOT A FAMILY TOO! I WANTED TO GO HOME ALIVE TOO!"

"I think I understand how the others felt. When you're in a circumstance where you're suffocated by darkness, you look for just a bit of light. It doesn't matter how small or bright it is...", Alex looked at Vilgax as he pulled out what looked like an incredibly large energy blade. "As long as its there, it gives them just a tiny bit of hope."

Before Vilgax could proceed, he backed up the moment he heard the rapid beeping of a vehicle before the Rust Bucket crashes through the wall, through two of his mechanical soldiers and rammed Vilgax right into the wall opposite before pulling back in reverse.

["Chato Tob'u! Sti'ba Tak Ki!", the onboard AI exclaimed in the language of Vilgax.

Max rushed out of the Rust Bucket, the Jörmungandr already prepared and glowing brightly. "Keep your claws away from him, Vilgax!"

Alex let out an exhausted exhale. "Thank fuckin god!"

"Tennyson.", Vilgax scowled before putting his arms up the moment he was sent through the walls of his ship by a powerful spiralling energy blast that almost appeared like a serpent.

Once he shot at him, Max quickly ran over to Alex in his restraints as Gwen in her Lucky Girl costume and Ben leapt out the Rust Bucket. "Hah, really glad to see you guys- IS THAT A FUCKING GUN? Dude, hell yeah.", Alex looked around frantically for someone specific.

"Yeah, we'll talk about this later.", Max noticed blue electricity crackling around the extraction cylinder that held the Omnitrix.

Alex bit his lip as his skin slowly turned blue before forcefully morphing into TopGear. "What the-!", he grits his teeth as he grew in size and morphed into Deepcut. "-fuck is hap-pening-!", Deepcut's voice descended into unintelligible growls as he grew into Watchdog.

"The power surge must be effecting the watch.", Max remarked as Watchdog let out a snicker before arms grew out of his abdomen before the rest of bis body morphed into Pummel.

"Works for me!", Pummel grinned as he tore his way out of the extraction device with ease.

Lucky Girl slipped on her charms of choice finally as she noticed The Merciless had ascended high into the air by this point. "Sheesh.", she quickly noticed the sound of whirring as a swarm of the attack mechadroids piled into the room and blasted at them.

Ben pulled out his energy shield as Pummel blocked Max with his body, a ferocious grin formed on his face as they rushed towards the four. Pummel cocked his fist back before sending it out, his eyes widened as he morphed into Parapparition. His fist going right through the mechadroid.

"Oh...", Parapparitition didn't have any time to sttack before shrinking down into Pointdexter. "Dang it.", he quickly ran forward.

Lucky Girl's charm of luck glowed brightly as she picked up Pointdexter and threw him at one of the mechadroids. He crawled into the crevices and shortly after caused the machine to short circuit. "Guess brain works as well as brawn. Who would've thunk it?"

Gwen rolled her eyes as she unleashed a beam of fire from her mouth with the Charm of Pyrokinesis, the mystical flame immediately melting three attack drones into molten slag. "Ugh... my throat hurts now.", she quickly back flipped away and behind Ben.

"I got you.", Lucky Girl remarks as her charm of luck glowed once again.

Ben let down his shield and returned it into a blaster before opening fire. The multi colored pellets of energy effortlessly cleaved through them as their own mounted blasters stopped working thanks to Gwen. That was until an explosion erupted behind them, they turned around to see that it was one of the soldiers now missing half of its upper body.

"Mind if I cut in?", Overclock, now possessing one of the drones asked rhetorically as green whips shot out from the upgraded drone and easily sliced through the flying death machines.

The Merciless began to lose altitude, this was quickly noted by Max as he punched right through one of the soldiers with his prosthetic arm. "We've gotta get this ship under control!"

"You can fly a spaceship?", Ben asked as he immediately shielded himself again, Overclock spat out the drone he possessed and formed a large cannon from his arm and began shooting at the soldiers that marched forward from the corridor.

"To be honest, not really surprising.", Gwen remarked before looking up at Overclock. "So, how long did you know about all this?"

Overclock looked at Gwen before looking away. "I plead the fifth."

Max attempted to gain control over the ship through a console nearby but immediately felt his presence, the elderly man quickly imputed something into the console before being thrown away. Landing near the edge of the hull breach.

"GRANDPA!", Gwen and Ben exclaimed as Overclock looked over, his singular eye widened as spikes began to rise from his body.

"Ung'ganta, Tennyson.", Vilgax muttered in his native tongue as he placed his foot ontop of Max who let out a strained gasp as he attempted to push him off to no avail. "So weak! To think you managed to fatally wound Trozul back then, how despicable."

It all seemed to stop for Alex, he stared at Vilgax directly as the fear began to set in. But that fear was quickly drowned and smothered by an overwhelming rage, which became a perverse form of courage as he rushed forward. "I'M GONNA FUCKING ANNIHILATE YOU!"

Vilgax turned around just in time to see Overclock tackling him out of the breach in the hull and rapidly descended towards the Earth below. "Alex!"

"I'm gonna gouge your eyes out!", Overclock hissed with an unreasonable amount of malice as his arm turned into a hammer, he promptly began beating on Vilgax's face as he smirked.

"Don't make promises that you cannot keep.", Vilgax taunts.

"SHUT. THE FUCK. UP!", Overclock roared as energy built around his eye before shooting it forward in a giant blast of green energy that launched Vilgax into the ground at high speeds.

Overclock quickly stretched his body out and began to descend more at the speed of a parachute, he neared Roosevelts head at Mount Rushmore before he abruptly morphed into Lakelurker and quickly caught himself by digging his fist into Roosevelts nose. "God I hate this watch!"

Back on the Merciless, Max was back the console and finished imputting something. Once he finish he backed away as it crackled with electricity. "We need to go!", Max exclaimed.

Gwen looked at the Rust Bucket with a frown as Ben and Max smiled at each other. "Oh no..."

Using his sharp claws, Lakelurker had climbed his way onto the top of Roosevelt's head gasping. Usually he could survive on land no problem… but it was so hot out, it was so dry, his gills couldn't maintain the moisture he needed. So he laid on his back, looking up into the sky waiting to be relieved of this suffocation.

"I could go for a dozen donuts and a fat nap right now.", Lakelurker muttered to himself.

He let out the biggest sigh as Vilgax's massive shadow quickly brushed past and landed right behind him. He popped his neck as he approached Lakelurker. "You are a slippery little fish, child. But no longer."

Vilgax attempted to grab onto him but Lakelurker quickly flipped onto his stomach and leapt at him. Sinking his teeth into Vilgax's arm causing him to let out an annoyed snarl in frustration. The towering beast attempted to get this creature off his arm by slamming him into the ground over and over.

Lakelurker kept his grip on his arm firm and tight, but his skin was a lot more resistant than he thought. Before he could attack again with his claws, his lure was grabbed and he was promptly slammed down once again.

"Cease this meaningless resistance, you have no chance of besting me!", Vilgax reached for Lakelurker again who gasped for air. Before the conqueror could grab onto him, within a split second his body morphed and deformed before being covered by a dust trail.

"Yo, squidbreath!", Vilgax turned to see the dust trailing and fading away as TopGear stood there with a smirk on his face. "Too slow.", TopGear taunted with two of his middle fingers as his visor slid down and promptly sped off.

"You can't hide from me forever, boy!", Vilgax yelled in anger, that was when dust trails began to build around him. His eyes narrowed as he was suddenly surrounded by several TopGear's circling in on him.

The Warlord took a second before sidestepping and throttled the real TopGear into the ground with so much force pieces of his visor broke off. "Pathetic!", Vilgax cocked his fist back again in an attempt on crushing his head but was met with solid rock.

TopGear had appeared right behind him with bright red blood leaking from where his visor had broken. "Is that all you got?!", he exclaims with more of an attempt to steel himself, with a powerful burst he rushed at Vilgax and attempted striking at him at high speeds yet he easily dodged before grabbing his arm and throwing him into the air.

While still in the air, TopGear morphed Sunburn who bursted into flames. Vilgax popped his neck as he rushed him, Sunburn backflipped out of a swipe as he spun on his hands to unleash a crescent shaped blast that knocked Vilgax back.

"A pointless effort!", the towering squid tyrant grabbed Sunburn by his ankle but immediately was met with nothing as he had shrunk down. Pointdexter looked up at him before running away but was quickly caught.

He cocked his fist back and threw Pointdexter into the air. "I fucking hate this watch sometimes!", the small grey alien exclaimed before immediately growing into Bugbreath, allowing him to catch himself and unleash a blast of slime from his mouth. This blinded Vilgax just enough for Bugbreath to swoop in and stab him with his stinger… until he realized his stinger didn't even pierce his armor.

"Shit.", he muttered before being grabbed by his stinger before being launched into the rock wall. He morphed once again and came soaring out as Pummel with an angered expression.

The tyrant blocked his incoming punch as Pummel once again closed the distance, he used all four of his arms to attack at different intervals but was met with effortless backhands that kept knocking him back.

Pummel cocked his fist back again and threw it forward, Vilgax rolled his eyes as he blocked a punch that never arrived but instead was met by a corkscrew punch that knocked him back.

"Bet that hurt didn't it?", Pummel smirked at a successful hit… that was until Vilgax bellowed out a thunderous roar before sweep kicking Pummel off the ground. Quickly standing up, Vilgax uppercutted him to maintain his air before backhanding him to the left just to be hit with a hook to his cheek before being slammed down with a double axe handle. Wrapping his tentacles around his chest he dragged Pummel's face through the rock before quickly tossing him right back into the rock wall, creating a large crater.

"What a waste, if you were born as anything more important, you would've been such a fine warrior.", Vilgax sighed before he brought his fist into the air with a sadistic smile before striking forwards with enough force to send a rockslide down on the other side of the mountain.

"That's where you're wrong…", Deepcut's voice rasped as he held Vilgax's large fist with both of his hands, surprising Vilgax himself just a bit. "NOTHING'S ENDED!", he screamed out as his battle mask slid over his face.

Sinking his feet into the rock, a giant pillar erupted forward and launched Vilgax into the air. Taking this moment, Deepcut sharpened himself before launching dangerously sharp crystal shards at Vilgax repeatedly, they shattered on impact but kept Vilgax stuck in the air.

The conqueror hissed as he unraveled his tentacles and shot them right at the ground to pull himself down. But they were immediately caught by a clamp of crystals coming from Deepcut's hands, he yanked Vilgax out of the sky and come crashing down a few feet away, dragging him along the rocks as he grits his teeth.

"ENOUGH OF THIS!", Vilgax's tentacles broke free from the restraints before slamming Deepcut down. The warlord towered over him with an infuriated look, Deepcut exhaled before turning his hands into blades and running at him.

Before he could even stab him, Vilgax punched him in the stomach before grabbing him and slamming the man of crystal into Roosevelt's head with enough force to completely shatter it, the rocks falling uselessly as Vilgax kept slamming him deeper and deeper into the mountain until there was nothing but the dust that used to be rocks.

Deepcut struggled breathing as his battle mask shattered, his entire body was riddled with cracks a Vilgax loomed over him. "If you had just let me kill you before, you wouldn't be dealing with such pain now. You're a complete and utter waste of flesh and blood!"

Vilgax cocked his fist back for the finishing blow and thrusted it forward only to be met with solid rock once again. Deepcut had morphed into Parapparition while covering his eye. He peeked in between his fingers and laughed.

"God, I love this watch!", Parapparition hissed before lunging and phasing into Vilgax's body.

Black cracks formed around Vilgax's eyes as he thrashed and yelled, he staggered around while holding his head. Throwing his head back as he let out another scream before Parapparition was launched out of his back and into a set of rocks.

"ugh… that's new.", Parapparition then heard the angered scream of Vilgax. "Fuck this.", the phantasmal alien shook his head furiously before escaping by phasing into the ground.

Just as before, Max had used that same feature to launch he and his grandkids out of the warship. Though unlike before, the Rust Bucket was heavily damaged due to the landing. Max stirred to conciousness as Gwen groaned.

"THAT WAS SO AWESOME! Lets never do that again.", Ben yelled out but immediately sat down due to the effects from the crash

They all collectively hear a crash coming from the back which immediately put them on alert before feeling the intense sense of dread looming over them.

Parapparition emerged from the moutain, looking around by moving his eye along his tracks. "Well, so far so good- oh shit.", his eye slid back to its original position to clearly look at the destruction caused by the crash.

He quickly sped forward and immediately found rhe destroyed Rust Bucket. "Max! Gwen! Ben! You guys anywhere here?", Paraparition exclaimed as he flew through the RV, once he made it to the other side he discovered the grim sight of Vilgax holding Ben and Gwen by their throats while pinning Max down with increasing pressure.

Paraparitition hissed befoes his skin began to peal back, morphing into Watchdog and unleashing a thunderous roar. "These insects seem to hold significant value it appears.", the tyrant grinned as he tightened his grip on Ben and Gwen. "It would he so easy to squeeze them until their eyes pop out, so choose wisely."

Watchdog growled before laying his head against the dirt, the tyrant dropped the two children and walked over. Lightly touching the Omnitrix, Watchdog erupted in a red flash, leaving Alex on his hands and knees. "How noble."

Max shook rubbed his head and props himself up on his arms as Vilgax wordlessly walked past him with Alex wrapped up in his tentacles. "Vilgax! Don't go back in there!"

Vilgax looked at him, scoffing at such words as he leapt onto his ship. The Merciless immediately ascending into the sky. "Foolish ape, why would I-?!", a red light engulfed the room as he tossed away Alex as he ran towards a nearby console. "The auto-destruct sequence has been initiated!"

The console immediately erupted into flames, the large squid creature let out a roar that shook the room. "Humans, always a thorn in my side!", his anger was halted as he was launched into a wall by a powerful energy beam.

A confident grin formed on Alex's face as be has held the remaining function piece of the Jörmungandr. "Awh, are you gonna cry?", Alex mocked as he tossed the broken gun away as it began to malfunction. He lurched forward again, the pain from his broken ribs returning with a flash of white hot pain.

["Saugh Tu'Va. Mi'tas G'Harg."]

"Ignorant little worm!", Vilgax leapt at Alex and towered over him. "Do you really think I'll die just because of an explosion?!", veins began to bulge from his forehead due to his sheer anger. Alex immediately noticed his stance being much more uneven due to the blast.

"No, but thanks for letting me get this close, dumbass!", Alex smirked as he slammed down on the Omnitrix, blinding Vilgax as he was suddenly blasted away by pure heat. Sunburn let out a roar as he erupted into a ball of fire at the same time as the explosion, causing the overall blast to expand beyond what it could've been.

As pieces of the ship fell from the sky, one particular cloud of black smoke immediately got dispelled, Sunburn smirked as he was standing on a piece of the ship. Crossing his arms as he rocketed to the Earth below.

Ben, Gwen and Max ran to where he crashed, only to see Alex in a smoking crater, sitting on a pillar in the middle of it. "Not bad.", Gwen said crossing her arms.

Alex turned to them with a smile. "Yeah, I think its about time you start talkin, Max.", he said as he looked up, watching his own little firework show.

Though one thing echoed in his mind as the pieces of debris fell from the sky;

"After all this, you still weren't here when I needed you..."


/End/