Ben 10 RWBY Volume 2: Ultimate Omniverse

by The Omni-Remnant

Having returned from a massive adventure in the world of Remnant, Ben, Team RWBY, and the rest of their friends find themselves faced with new challenges at every turn on Earth. Be it villains old and new… or even things that they never imagined to be real. It's going to be a challenge unlike any they've seen before, but they're up for it. It's Hero Time! (Cover Art credit inside)

86. Showdown

A/N: *falls down from the ceiling* AUGH! …Oy, what a difference a couple weeks can make. And I don't necessarily mean for the best either. Ugh, stupid all-day power outages… could barely get anything done. Hey, everybody, and welcome back to the third and (technically) final entry of the "Malware's Revenge" arc. I say "technically" because you could count the next chapter as an "unofficial" fourth part, but this chapter is where the Malware storyline itself is wrapped up. You'll see what I mean as s we go on, but for right now, let's get started, shall we? This is…

Chapter 85: Showdown

…..

Trekking outside of the Galvan capital in search of his enemies, Malware was SO close to seething with unbridled rage. He was close—EXTREMELY close—to achieving his goal, his revenge! And what happened right before he could strike the final blow to Azmuth? The freak of nature takes his own corruption and uses it to power HERSELF up! And what's worse was that she was actually able to hurt him. Not substantially, but still enough to make him more cautious. However, the Omni-Hunters receiving a rescue right in the middle of things didn't make things much better.

But things were still on track, thankfully. His feelers were making their way down toward Galvan Prime's core, and once they corrupted it, he'd have this entire planet bending to his will. And from the looks of it, he had backup arriving soon in the form of Viktor and those Grimm beasts. All he had to do was find that thorn in his side, Ben Tennyson, and destroy him once and for all. "He is a fool for continuing this struggle against me." Malware concluded. "But soon, I shall—wait…" He started picking up an unidentified sound, though what it was, he couldn't place. But he DID know where it was coming from; directly above him. He craned his head up and—

*SPLAT*

…Was crushed underfoot by a certain gigantic alien. "WAY BIG!" The To'kustar stood to his full height, overlooking the landscape as his allies clung to his back and climbed up to his shoulder.

Once they made it all the way up, Neptune was the first to give the hero the stink-eye. "Cuttin' it kinda CLOSE, aren't ya, Ben?!"

"Sorry." Way Big glanced down to the group, consisting of Neptune, Vernal, Kevin, Team JNPR, Zak, Drew, Bobo, Fiskerton and Smokey, with Raven and Rex flying down and landing on his opposite shoulder. It had been decided; the once who still had usable Dust, or were just down for a good fight, would be the ones to accompany him down to the surface, while everyone else went up to the moon to find their quarry. After Luhley, Doc and Max were dropped off, it came their turn, and while everyone had their own landing strategy, Ben getting Way Big… wasn't expected. "I was going for a flying alien, if it's any condolence."

Jaune shook his head and brushed it off. "Ah, it's fine. We've got bigger things to worry about right now."

"Yeah, like where's Malware?" Kevin asked as he knelt down and absorbed the red armor in Way Big's shoulder. "I thought we saw him below us."

Way Big craned his head down toward his feet. "Beats me. I want to say that I splattered him, but I know for sure that it's never that easy." He set his sights back down to his team, lifting his hand up for them to climb onto. "Regardless, let's put this plan into motion. You guys know what to do."

Rex hovered over on his Boogie Pack in front of Way Big's face. "Yep. Engage with Viktor, Hazel and the Grimm while you fight Malware… wherever he is." As the To'kustar lowered the others down to the surface, Rex and Raven flew down and landed with them, the former giving a thumbs up. "We'll take care of business, Ben, don't you worry."

Raven nodded, but gave a warning. "Yes, but be careful not to let your guard down. We're not JUST dealing with Grimm, remember. Malware could be all around us. Though hopefully with any luck, Ben will keep him busy and off of us."

"Yeah, yeah, don't worry 'bout it, Bird Lady. We'll be SUPER careful." Bobo waved off as he pulled out his guns. "Now, which way to the action?"

Raven rolled her eyes before setting them upon Team JNPR and Neptune with concern. "Ignoring that, are you five are certain that your Dust still works?"

"I mean, it should." Ren unholstered Storm Flower from his sides. "Gwen said that, at light speed, we should've exited Earth's atmosphere and re-entered Galvan Prime's so fast that the mana from our Dust wouldn't have drained fast enough for it to get depowered."

"Dust works really strange in this universe, I've noticed." Pyrrha added with her own speculation on the subject. "On Earth, for example, it seems to be more potent than on Remnant, if that makes any sense. Perhaps that has something to do with the amount of mana it has… or perhaps just the presence of magic in general."

But before anyone could comment on the topic further, the sound of rapid footfalls could be heard coming just from over the next ridge, alerting everyone to something approaching. "We can talk about that later!" Nora said, taking out Magnhild as the others readied themselves as well. "We've got company!"

To their surprise, though, what came over the ridge… wasn't a Grimm. It was Khyber's dog. The Anubian Baskurr initially growled at the group, her glare piercing as she tried to present herself as a clear threat. …But then Smokey came up and belted out a massive roar; "GRAAAAOOORR!" The Baskurr was taken aback, her eyes widening and muzzle shutting instantly while lowering her head.

"Yeesh." Zak winced. "What the heck is that thing?"

"It's… Khyber's dog." Neptune scratched his head. "But what's it doing here?"

Vernal tilted her head as well, but then, the Baskurr's head perked up again and whipped around. All at once, it began whining and yipping in fear, hurrying over to the Omni-Hunters despite Smokey's continued snaps and barks. "…I think we're about to find out."

Sure enough, over the hill next came the army of Grimm that they'd saw before, the beasts collectively bellowing at them when they came into view. There were Beowolves, Ursai, Beringels, Creeps, even a couple Griffons flying into the fray overhead. And, riding on both of those beasts, were none other than Viktor and Hazel, the two dismounting the flying Grimm as they landed. Viktor wore an insidious smile, raising his chin up at the group. "Hmhm, so! It seems we finally found you."

Without even thinking, Neptune thrust his guandao toward Viktor and countered; "Ah-ha! But no, Doctor Vik! It is WE who've found YOU!" There was a lengthy pause as everyone, including the two Ministry members, stared at Neptune in bewilderment, only for the blue-haired boy to deflate and admit; "Y-Yeah, okay, I didn't have a clever comeback, I just wanted to one-up 'em."

"And you failed miserably." Hazel noted, his sights focusing in on Kevin. "It's been a while, boy. I take it you've been using my Dust effectively?"

Kevin smirked and reached down to his—formerly Hazel's—pouches, pulling out a pair of Gravity Dust crystals to absorb into his arms. "You betcha. And I've been learnin' some new tricks!" He slammed his fists together and the black Dust took on a purple glow, the Osmosian shifting his hands into a hammer and mace. "Wanna see?"

"Hmph, I will entertain you, I suppose." Hazel reached into his own pouches, taking out a Lightning and Fire Dust crystal. "But rest assured, I will NOT hold back."

"Don't expect ya to. But quick question first; where the hell have you been?"

Hints of a smirk appeared on Hazel's features. "Oh, Salem had placed me in charge of undertaking some… business dealings in Vacuo. Though I won't make you privy to the details." With two swift stabs, Hazel plunged the Dust into his arms, the substance coursing through his veins and powering his Semblance up significantly. "GRAAH! That's something that you'll have to find out for yourselves!" Bringing his hands together, Hazel collected a burning flame and an arc of lightning together, the energy swirling around before he shot it out all at once toward the group. "NOW! ATTACK!"

"My sentiments exactly!" Raven rallied the team together as she and Drew brought out their respective swords. "Everyone, engage!"

All at once, the two sides ran in toward one another and met in the middle, the young Huntsmen and Heroes smashing into the Grimm while Kevin used his Gravity Dust hammer to SMASH the fiery bolt of lightning away and through another hill. Team JNPR stook together while Neptune and Vernal went off on their own, though all six of them wasted no time in going after the larger Grimm. Zak, Fisk and Smokey, meanwhile, reserved themselves to the smaller ones, namely the Beowolves, opting to not shoot above their size class.

And as for Rex, he hoisted Bobo up onto his shoulders and went straight for the Griffons, who shot back into the sky. Bringing out his BFS, he transformed it into its Battle Saw mode, intent on slicing and dicing the bird-feline creatures. "Hey, c'mon!" the EVO teased. "Don't ya wanna be turned into chicken cutlets?!"

"Chief! Gimme a toss!" Bobo ordered.

"You sure, bud? Those things could—"

"'Ey, I haven't got murked by nothin' yet!" the chimp EVO countered. "No one, human or EVO, has been able to put me under, an' I ain't about to let an overgrown turkey get me." He smirked to his best friend eagerly. "Now hurl me."

Rex couldn't help but smile, even with the insane request. "Hah… alright then." Bringing up his free arm, Rex activated his Smack Hand, allowing Bobo to crawl into his palm. "You ready?"

Bobo unholstered his laser guns with a nod. "Born ready. Now GO!"

"One Fastball Special, COMIN' UP!" With every ounce of strength he could muster, Rex threw Bobo straight at one of the Griffons, the chimp curling himself into a ball and slamming into its neck at full force. He reached out and grabbed a clump of feathers with his feet, holding on as it thrashed about in midair.

"Yeah, yeah, it'll be ALL over soon, ya mook!" Taking aim at its head, Bobo unleashed a volley of laser blasts at the beast, getting it right in the eye and even one in its open mouth. With each shot, Bobo shot off more and more of its head until there was nothing left, leaving him to abandon ship as the carcass fell and began to disintegrate. "Chief! Need a flyby!"

As it happened, Rex had just cleaved through the other Griffon with his Battle Saw, and he wasted no time in diving down and scooping his pal out of midair. "Gotcha! Hah, feels like old times, right?"

"You betcha." Bobo gave a thumbs up. "Now let's get back down to terra-firma an' kick some more a' these chumps to the curb."

Back down below, Zak, Fisk and Smokey all stood back-to-back with Beowolves surrounding them, the beasts stalking around in a circle with their fangs bared and growling at their prey. However, Fiskerton and Smokey weren't about to back down from the threat, snarling back while Zak aimed his Claw up. "Guys, I know that this goes without saying, but… aim for the jugular."

"Grah-rah-bah!" Fiskerton agreed before belting out a roar and leaping at one of the Grimm. And while the Beowolf retaliated with a pounce of its own… it underestimated Fiskerton's thinking power. The Lemurian performed a baseball slid under the jumping canine and then reached up for its throat, swinging his arms down to bring it head-first into the ground.

"GRAAAUUGH!" Jumping high into the air, Smokey tackled into a Beowolf as it tried to pile onto Fiskerton, with Zak following after and wrapping the Claw's tether around its neck. While Smokey and the Beowolf were comparable in size, however, the former outdid it in the strength department, especially when he got his jaws around its neck.

"RAAAAYAYAA!" Wrapping his legs around his opponent's torso, Fisk mounted himself on its back and kept the beast on the ground, placing one hand on the side of its head and keeping his other arm tight around its neck. And, with one quick yank…

*SNAP*

Both Cryptids killed the Grimm, with Fisk's falling limp in his grasp while Smokey continued tearing out his target's throat until it dissolved into smoke. Once both bodies were gone, Fisk babbled out an approving noise and gave Smokey a thumbs up, to which the wolf Cryptid shook his tail happily. In the meantime, though, Zak had just jumped up into a nearby tree and hoisted his Beowolf over a branch, hanging it via his Claw. Then, with another hard jerk, he managed to snap ITS neck as well. Once the body was up in smoke, he retracted his Claw with a proud grin. "Heh, these things aren't so tough."

However, a sudden scream was all Zak needed to be proven wrong, watching as Vernal came riding in on a Beringel bareback with her weapons lodged into the sides of its head, which she used to hold on for dear life. "AAAAUUGH! EASY FOR YOU TO SAY!" Even so, Vernal was able to force some semblance of control over the beast's direction, sending it headlong into the same tree before swinging her way out of the situation. Then, with an impressive roundabout, she threw her Ver Laminae blades straight into the Beringel's open maw, beheading it from the mouth up. "GRAH!"

The Saturday brothers were left speechless, with Fisk's eyes rolling back and fainting immediately. "…Bruh." Zak uttered.

"Yeah, sometimes, it takes more than just a neck snap." Vernal nudged her chin toward the younger boy. "Stick with me, kid! You'll live longer if ya do!"

"Duly noted." Zak affirmed while Smokey picked Fiskerton up. As he kept by Vernal's side, though, he also saw his mother and Ruby's mom… engaging in battle with Viktor of all people. "Woah! Mom! You guys need—"

"Zak, honey, stay away!" Drew advised, ducking under an incoming bolt of lightning from Viktor before Raven forced it to arc toward her, absorbing it into Omen to power it up. Together, the two sprinted forward and swung their swords at the Transylian, which he blocked using one of his gauntlets and nothing more. "You boys just stick with Vernal, okay? We've got him covered!"

Viktor narrowed his eyes at the white-haired lady. "Do you, know? Because from where I'm standing, you are all but lambs to the slaughter!" The tesla coils on his back blasted out another surge of electricity down at Drew… only for her to reveal something interesting on her other hand.

She lifted her arm and, to Raven's surprise, revealed that she had Doc's Power Glove slipped on. The glove conformed to her hand size the moment she activated it, creating a forcefield around the duo that made the purple lightning rebound into the sky. "Oh! I didn't know your husband lent you his gauntlet." the Spring Maiden noted.

"Yeah, he figured since he wasn't gonna be fighting that I should put it to use." Drew flicked her gloved hand and made the forcefield burst out, causing Viktor to get thrown back about twenty feet or so. "He's so thoughtful like that."

"I agree." Raven's eyes began to flare up with her Maiden Powers, giving a smile toward Drew. "So, shall we dance around this fool?"

Drew sent the woman a wink. "You lead, I'll follow along."

As the rest of the motherly duo continued to fight against Viktor, though, Kevin took on Hazel one-on-one, the two Dust users clashing in the center of the conflict. Their blows managed to ripple the very air around the battlefield, to the point where even their own allies staggered at each punch made. Jaune and Pyrrha nearly tripped over one another in an attempt to kill a Creep, and while they still cleaved into its head, it was almost a disaster as Pyrrha's javelin stabbed the dirt just an inch away from Jaune's foot. "AH! Jaune!" she gasped.

"Ah! I-I'm alright, Pyr, I'm alright." the blonde knight assured before furrowing his brow to the punching duo. "Hmph, though maybe I should see about helping Kevin out…"

"Ooh! OOH! I wanna piece of that action!" Nora insisted. "PLEASE?!"

Jaune chuckled and obliged without hesitation. "Hehe, sure thing, Nora. Let's help him out. Hey, Neptune!" Across the battlefield, the blue-haired boy perked his head up. "Nora needs a boost!"

"You betcha!" Neptune saluted and took aim at the hyper redhead, shooting her multiple times with Lightning Dust rounds. "That enough for ya?!"

Of course, all this did was charge her up with each shot, and by the end, her muscles were coursing with electricity. "Heeheeheehee! You betcha! I'm all charged up! Thanks Neptune!" She widened her stance with a stomp and cricked her neck. "LET'S DO THIS!" she bellowed.

Reaching into his pocket, Jaune pulled out a set of three Ice Dust vials and changed Crocea Mors into its greatsword mode, opening the compartment on the blade to insert them. And once it was closed…

"Triple Dust, Loaded. ZANDAR BLIZZARD!"

Pumping the lever at the hilt, Jaune charged his sword up as an icy energy began to collect within it, building up to the point that the blade started to freeze over. "Once I give the signal, you hit 'im with everything you've got." he nodded to his teammate. "On it?"

"Ooh, you know it!"

Bringing his sword up behind his shoulder, Jaune widened his stance as well. "Then let's go! Snowstorm… Gale-Blow!" With a single swing of his weapon, Jaune unleashed an incredible gale-force blizzard upon Hazel, all while shouting; "KEVIN, MOVE!"

The Osmosian perked his head up and immediately doubled back, allowing the icy wind to envelope Hazel entirely. "W-Wha—What is—AUURKK!" The sound of crackling ice forming over the man's body was heard as he was encased entirely in ice, frozen while reaching his arm up to try and move before it happened.

"Now, Nora!" Jaune commanded.

With a hop, skip and a jump, Nora closed the distance between herself and Hazel, landing and spinning around on one foot as she reeled her hammer back. "FORE!" *WHAM* Swinging Magnhild with every ounce of strength she had, the ice broke and Hazel was caught straight in the gut… where Nora let off an explosive from the hammer's head for good measure

*BOOM*

"AAAUUGH!" While his Aura and pain tolerance were able to protect him for the most part, Hazel still felt a harsh, stinging sensation in his midsection while he careened several yards away from the teens, landing in a heap of swamp grass that soaked him in muddy water. "Grah! Hah… you… you children have gotten better." Hazel huffed out.

Jaune and Nora wore prideful grins as Kevin stepped in between them, offering both of them fist bumps. "You're damn right, they have." the Osmosian affirmed. "Great job, guys."

Not far away, Ren and Pyrrha were slicing their way through more Grimm to get to their teammates, offering their own praise as well. "Indeed, that was a very well executed move." Pyrrha commended.

"Now all we need to do is finish him off." Ren aimed Storm Flower directly at Hazel, prompting the others to do the same. "Let's not let him get away!"

Hazel merely chortled at the idea, standing up from the grass and not bothering to wipe himself off aside from his shoulders. "Hmhmhm… easier said than done." Reaching into his pocket again… Hazel produced an Ice Dust crystal of his own, making the five teens increasingly concerned. He raised the Dust up and then plunged it into his shoulder, the power coursing through his veins with the still active Fire and Lightning Dust. "GRAAAAHH! You aren't the ONLY one who can wield the force of a blizzard!"

"…Should we be worried about that?" Nora squeaked out.

"Maybe." Kevin glanced down into his pocket, seeing what kind of Dust would be appropriate for the situation… and that's when he spotted the Orange Dust. Or rather, Explosion Dust. He had used it against Viktor once before, but it had affected his personality along with it, transforming him into a rage-fueled warrior who couldn't be stopped… aside from one person. 'And Gwen's not here right now.' Kevin grimaced. 'Gonna have to think of another idea…'

"Uh, Kevin?!" Ren shouted. "Don't mean to rush you, but HE'S COMING RIGHT FOR US!"

Whipping his head up, Kevin's eyes widened as Hazel closed in on them, his entire arm now frozen into an icicle spear that no doubt intended to run them through. Kevin and the others moved out of the way… aside from Jaune, whose sword was still very much powered up. He clashed it against Hazel's makeshift weapon… and was immediately overpowered by the larger man's strength, sent flying back-first into a tree that broke upon impact.

"AH! Jaune!" Pyrrha cried out… only for Hazel to come charging at her next. She clenched her teeth angrily at him, all while reaching back to clench her secret weapon. "So THAT'S how it's going to be, huh?!" Whirling around, Pyrrha brought her Nemean Lion cape up in front of her face, and the moment Hazel went to stab her… his weapon shattered and his fist collided with the pelt, where the popping of bones could be heard immediately after.

"GYAAAHGH!" Stumbling back, Hazel gripped his hand, stunned by just how much pain he felt in that blow. And even the residual elemental effects he left behind where quickly dispelled off of the fur cape, much to his astonishment. "W-What was…"

Pyrrha peeked over her cloak with a slight grin. "Nemean Lion pelt. Nigh indestructible… and I was the one who slew the beast." Bringing her shield back around, Pyrrha used her Semblance to accentuate her next blow, sending Hazel back several feet.

But the bigger man wasn't about to let up for a moment. "GRAH! Impressive… but I will not bend the knee to you, Pyrrha Nikos!" Once more, he clapped his hands together and collected a ball of elemental energy between his palms, this time adding ice into the mix. Once it was good and ready, he thrust his arms out and sent a beam toward the group, which they all naturally dodged. The beam instead shot into the side of a nearby cliff, sending rocks falling down to its base… which was when the team heard something that made their hearts leap into their throats.

"HYAIP!"

That once a very distinct sound. The sound of an animal getting hurt. Or, more specifically, the yelp of a canine. All at once, everyone whipped their heads back and saw the Anubian Baskurr, having retreated to the cliff's base for safety… now buried under the rubble and thrashing about to break free. A collective gasp in horror rang out, even catching Drew and Raven's attention. "…Oh no." Raven uttered.

Drew snarled and took advantage of the unintended distraction. "THAT'S IT!" Plunging her Fire Sword into the stiches of Viktor's arm, she sliced it clean off and cauterized it, the lifeless limb falling off as Viktor hollered in pain. "NOBODY hurts a dog on MY watch!"

"AGH! W-What have you DONE?!" Pain was a rare sensation for Viktor… but fire was the one thing his people were wary around. Not because he couldn't survive it… but because if a Transylian's wounds were burned before they could reattach any severed limbs… they would be rendered useless. And, sure enough, when he tried to pick up his arm, the stiches wouldn't reattach it. "You… YOU WILL PAY FO—ACH!"

Taking his eyes off of Raven proved to be a VERY big mistake, the Fall Maiden stabbing him right in the stomach and then blasting him with icy energy from her palm, freezing him in place. She took her sword out and kicked Viktor over, catching the arm with a small whirlwind that she summoned. "I'll be taking THIS as a trophy, thank you."

"That's kinda disturbing… but also metal as hell." Drew offered her hand. "Up top, sister."

Despite herself, Raven couldn't help but smile as she high-fived the woman. "Hah… thank you, Drew…" But her attention went straight back over to the Baskurr buried in rubble, and the teens who were desperately trying to get her out.

Kevin was at the forefront of the effort, using his Gravity Dust powers to lighten the load and make certain rocks fly away with a single hit. Thankfully, it didn't take long to free the Baskurr with this method, and once she was, she got up to her feet with no problem. "Oh… oh thank goodness." Pyrrha sighed in relief. "She's okay."

"Rauff-rauff!" Much to their surprise, the Baskurr went over to Kevin, still knelt upon the ground… and licked his face, all while wagging her tail.

"Uh… huh. You're welcome." Kevin replied, all while everyone else stared in surprise.

"…Are you kidding me?" Neptune uttered. "All we had to do was be NICE to it and it'd stop attacking us?!"

Ren glanced over to him with a deadpan expression. "I doubt it would've been that easy to—INCOMING!"

From above, Hazel came crashing down into the scene, roaring angrily as he went to slam his fists into Kevin's head. However, the Baskurr acted fast and tackled her savior out of the way, all while the others scattered. "Ah! Woah!" Kevin did a doubletake, but nonetheless smiled at the Baskurr, giving it a supportive pat on the head. "Good dog!"

Hazel scoffed as he loomed over the two. "Hmph! Once I'm through with ALL of you, I will… w-wha…" Without any warning, the man started to feel… incredibly drained. Almost as if all of the power his Dust was giving him was being sucked out. "W-What's going on?! What is this?!"

Then, from behind, he received his answer; "THIS is what you get for hurting an animal." He rounded about and stared wide-eyed as he saw Raven, her hand raised as she used her powers to suck the elemental energy out of him. "I suggest you look around, Hazel. Your Grimm are gone. You're severely outnumbered. And Viktor?" She craned her head back, peering at the frozen alien behind her and Drew. "He's on ice. I suggest you take him and leave. NOW."

The larger man took note of what the Spring Maiden said, his gaze shifting around from the teens, to the two women, and then finally landing on Kevin. The Osmosian stood up, bringing an arm out to protect the growling Baskurr. "Do what she says, Hazel. Or else you'll be in for the beating of a lifetime."

"…I don't doubt it." Hazel sighed and began walking away. "Very well. I'll leave you all to your own devices. Besides, Salem only intended us to hold you off for a little while." This piqued the team's interest, though Hazel pointing up answered their questions almost instantly. Further away, Way Big was stomping across the landscape, putting deep holes in the ground while no doubt chasing Malware. "I suggest you tend to more important matters." As the portal opened in front of him, Hazel shoved the frozen Viktor through, only for the man's features to soften as he peered back to the group. "Also… I know this is no consolation… but I didn't intend to harm the dog."

"Maybe not, but the damage has already been done, dude." Kevin jerked his head to the man. "Now get outta here." Hazel nodded solemnly as he stepped through the portal, leaving the others to get back to business.

…Though not before Kevin's Plumber's badge started beeping. And once he answered it, he was greeted by Rex shouting through the other end. "Guys! You've gotta get to the city! It's complete carnage over here!"

"We're on our way, Rex!" Kevin assured. "Just hold out a bit longer." He hung up and gave a nod to the team, all of whom reciprocated in kind. "C'mon, we've gotta get back to the city. We can help out Ben more if we're there." Following his lead, the group fell in line with the Osmosian, ready to defend the capital from Malware's wrath.

…..

Meanwhile, high above Galvan Prime, the Rustbucket 4 was making its way straight towards the destroyed moon with Rook at the controls. Gwen sat in the co-pilot's seat with Azmuth standing on her shoulder, all while everyone else was scattered around the main bridge. However, as it closed in, its occupants couldn't help but stare out the front windows in absolute horror. The shattered natural satellite was one thing… but it was the disturbing sight of several lifeless Mechamorph husks that truly left a hole in many of their stomachs. "…Good god." Yang muttered, she and her team all trying to comprehend was lay before them. "This is… how could one guy do all of this?"

"Sheer hatred and determination." Blake concluded, furrowing her brow in disdain. "Malware really wanted to make an impression, and it worked."

Ruby wrung her hands together nervously. "Can we really bring them back to life, though?" She craned her head over to her best friend, who, like them, was staring out the window. But unlike them, she didn't seem to be disturbed in the least. Instead, her countenance was set to a determined grimace, knowing full well the severity of the situation. "Penny?"

All at once, Penny's eyebrows shot up and she whirled her head toward Ruby, snapped out of her stupor. "H-Huh? Ruby, what's up?"

"I asked if we could really restore ALL of these Mechamorphs." the Hooded Huntress reiterated.

At that, Penny brightened up and gave a reassuring smile. "Oh, of course, we can! Once we retrieve the Helix and Azmuth repairs it, that is."

"You seem so certain about that." Weiss muttered with a questioning glance. "Have you considered the possibility that it may not—"

"It HAS to!" Penny snapped, taking the four girls and everyone else by surprise. After a moment's pause, Penny took a deep breath and calmed herself. "I… I-I'm sorry, Weiss, but… this MUST work. Otherwise, an entire species is going to be dead by the end of all this, and I will NOT let Malware get away with mass genocide."

From the front of the bridge, Ilia came over and set a hand upon Penny's shoulder. "And we won't, Penny. Malware's not going to be getting away this time, I'm sure of it." Her gaze then trailed up toward the chunk of moon they were closing in on, which had a large, pyramid-like structure sitting at the top of it. "Is that the place?"

"Indeed." Azmuth affirmed with a single nod. "That is where the Helix resides."

Sun stood up from his seat and took out his staff, ready for action. "Okay, let's go get this thing and get gone. Monkey King, you ready? …Monkey King?"

Craning their heads toward the back of the room, the team saw that the Great Sage was… seemingly meditating, his entire form glowing with a golden light. But, one look at his face was all they needed to know the truth. Between his heavy eyelids, mouth hanging open, and the line of drool dribbling down his lips, it was clear… that he was asleep. While everyone else deadpanned at the sight, Ilia's features twisted in irritation as she went over and screamed; "ARE YOU SERIOUS?!" right in his ear.

"G-GYAH!" The golden light stopped emanating from Wu Kong as he was startled awake, collapsing right on his back. "Agh! Sheesh! Can't a Buddhist get in SOME meditation in before starting a big mission?"

"Uh, more like "sleeping on the job", Mr. Great Sage Equal to Heaven!" Ilia chastised, complete with a small whack upon the Monkey King's head. "Maybe try NOT nodding off when we're just about to get things started?"

Wu Kong groaned and stood up, popping the muscles in his neck before pulling out his own staff from behind his ear. "Ugh, hey, cut an old man some slack, eh? Sometimes I need a little nap after a big jump!" With that, he planted the butt-end of Ruyi Jingu Bang on the floor and smiled toward the teens. "But now, I'm feeling well rested and ready to go! So, how 'bout we go over the plan one more time?"

Gwen rolled her eyes, but nevertheless, complied with the Monkey King's request. "Well, what YOU'RE supposed to do is help me and Penny retrieve the Helix, since we don't need to breath in space." She stood up and transformed into her Anodite form, gesturing out toward the rest of the group. "And since their Dust is all inert, they'll be staying in here and manning the onboard weapons to try and keep whatever Ministry members we find up here busy."

"Okay, see, about that." Wu Kong laced his hands together and pointed at Gwen. "Here's what I don't get; how're you so sure that there WOULD there be any Ministry members up here if THEY can't breath in space either?"

Ruby furrowed her brow in irritation, though not at the Great Sage. "Trust me, they ALWAYS find a way to get in our way."

*CHA-KOOM*

The team let out a collective yelp at the sudden explosion that rocked their ship, sending many of them stumbling either to the ground or onto the nearest chair. "GAH! Like that!" Ruby growled through clenched teeth.

"We've been hit on the starboard side!" Rook announced, quickly typing a command into the console. "Accessing visual now!" A holo-screen popped up on the main control console, going to a live feed outside the ship. What the Omni-Hunters saw was something that none of them could've expected.

Floating in the gravity-less vacuum of space was none other than Thunderhog, Exo-Skull, Subdora and the Street Sharks. The former three were simply floating with the aid of jetpacks to propel them along, or, in Exo-Skull's case, his own thruster pack. The mutants were also outfitted with large, bowl-shaped helmets that had oxygen tanks hooked up to them, along with compressed spacesuits, of course. …Though Skull's helmet was specially built to allow his horn to stay out so that he could still use his laser. And what's more, Thunderhog's visor was mounted OUTSIDE his helmet as well for the same reason.

The Street Sharks, meanwhile, were in the same suits… but instead of jetpacks, their mode of transportation were wheel-less hoverbikes, which all had massive jet thrusters at the back. At the front of the pack, Thrasher gave the camera a sharp-toothed grin as she sang out; "Oh li'l heroes~! Come out an' play~! HAHAHA!"

"There's more where that came from, pipsqueaks!" Skull bellowed out as well. "C'mon! Let's see what kinda weapons that bucket a' bolts has… SO WE CAN WRECK 'EM ALL!" The six mutants and Merlinisapien all broke out into collective laughter, taunting the heroes with pointed fingers.

Penny's face scrunched up in anger and she brought out her Floating Array, Mechano-Crushers and Block Busters all at once as she stomped toward the back of the ship. "That's it, I'm ending this before it even begins!"

"Woah, Penny, let's reel back on the bloodlust for a moment." Blake stepped in front of her redheaded friend, speaking in a soothing voice. "We want to defeat them, not suffocate them or have their heads blow up in the vacuum of space, right?"

The android paused and let out a relenting sigh, her shoulders, large arms and ten floating blades slumping all at once. "You're right, Blake. But what SHOULD we do?"

"Oh, that's easy!" Sun Wu Kong piped up, patting his chest in reassurance. "Lemme handle 'em. Penny, you and Gwen go get the Helix and we'll give ya some cover." He sent her a reassuring wink. "And don't worry, I'll make sure to teach 'em a lesson they won't forget."

"…Hm!" Penny nodded with a smile of approval. "That sounds good! Thanks, Monkey King."

"No prob!" Wu Kong gave a salute before nodding to Gwen, signaling for her to get going. "Let's do this." The Anodite was more than happy to oblige this time as she, Wu Kong and Penny all gathered over a hatch in the center of the room. "Yo, Blue Guy! Mind droppin' us off here?"

Rook was already on it, typing in a new command. "You are good to go!" Once he said that, the hatch opened and allowed the three to fly down through it and out into space, which left the Revonnahgander in charge. "Everyone, to your stations. Let us give them the help they need."

"I hear that, Rook!" Yang gave a thumbs up. "Ladies—and Sun—let's give 'em hell!" One by one, the girls and monkey boy all took their seats, ready to wield their own ship-mounted weapon.

Outside the ship, the trio flew straight out toward the villains to confront them, with Gwen taking the lead as she glared them down. "Don't you mutants EVER have something better to do?" the Anodite questioned. "Like, I don't know, ram into rocks, each chum, or roll in the mud?"

"Hey! Those are some harsh stereotypes, girl!" Hog thrust a finger out at her. "If my mace worked up here, I'd zap ya into next week!"

"I—wait, what?" Penny tilted her head. "Your weapons don't work?"

Exo-Skull shook his head. "Yeah, we couldn't get all of our weapons modified in time for this mission." he explained. "Most of 'em ran on Dust, but since it apparently doesn't WORK this far from any planet, we can't use it anyway." All the same, a smirk came to the rhino man's face. "But we DID get at least SOME of our weapon's modded fer the occasion! Case in point…" The tip of his horn and Hog's visor both began to glow before a powerful energy blast shot out each, aimed directly at Penny.

But, just as the beams were about to make contact, the Monkey King rushed in and batted them away effortlessly with his staff, floating toward the front with a defiant gaze. "Sorry, guys, but the ladies don't have time to deal with you." He spun his staff around and settled it against his shoulder. "…Instead, you'll have to handle ME."

His presence took the mutant group off guard, to say the least. "Woah! Who's THIS guy?" Lunge exclaimed.

"Don't know… but he's kinda cute." Crunch batted her eyelids at the Monkey King before snapping her jaws, almost as if she was blowing him a kiss in her own demented way.

"…I'm just gonna ignore that." Wu Kong grimaced as an uncomfortable chill went up his spine. He shook that thought away before swinging his staff up and pointing it at his adversaries. "As for who I AM, my name is Sun Wu Kong! The Great Sage Equal to—"

"W-Wait, Sun Wukong?!" Stripes shouted in disbelief. "The cute, blonde guy?! No way, what the heck happened to you?! How'd ya get all hairy an' crap?"

Both Gwen and Penny facepalmed as the Great Sage gave the villains a deadpan stare. "…Different Sun Wu Kong, lady."

If anything, that just made them more confused. "How in the world can there be more than ONE person named "Sun Wukong"?" Subdora questioned. "That is NOT a common na—AAAAAAMME!" But her inquiry was cut short as Ryui Jingu Bang grew longer and slammed straight into her, slamming her directly into a piece of Galvan B debris.

"AH! Subdora!" Exo-Skull shouted.

Thunderhog did a doubletake at the weapon's growth. "That shit gets LONGER?!"

"Apparently!" Thrasher grit her teeth, suddenly feeling a bit of hunger and excitement coming on. "An' now, I'm hungry for MONKEY MEAT! Street Sharks… or should I say, SPACE Sharks! Let's swarm 'im!" The quartet of lady mutants hollered with their leader as their bikes shot forward, their weapons raised and intent on killing the Monkey King.

…A feat that proved futile the moment he turned around. With Ryui Jingu Bang still extended, he swung the rod and bowled them all over, hoverbikes included. "I'm sorry, I couldn't quite hear ya! Too busy slappin' ya with my stick!" He peered to the girls over his shoulder and gave them a nod. "Go, get the Helix and I'll meet up with you later."

"Thanks, Monkey King." Gwen smiled over to Penny and ushered her to follow. "Let's go, Pen."

"Right behind you!" With that, the two redheads went straight for the pyramid structure on the largest chunk, but they didn't get far before Skull and Hog went to pursue them. Gwen acted fast and brought up a mana shield to block their laser attacks, but even then, they were flying toward them at full ramming speed.

"YOU'RE NOT GETTING AWAY!" Exo-Skull bellowed angrily. "Not after what you did to Subdora!"

Thunderhog smashed his fists together, his gauntlets generating electricity and preparing for a double punch. "Yeah! Get ready to feel the sting of—" *PEWPEWPEWPEWPEW* "AAAUUGH!" The troublesome twosome were brought to a halt when, from above, the Rustbucket 4 came in with blasters armed and raining down laserfire upon them.

And from the vessel itself, Gwen and Penny could hear their friends disparaging the mutants below. "That's what you get for all the times you've beaten us!" Ruby snapped.

"And THIS is for ruining our day at the festival!" Weiss added as several of the cannons changed their targets to the Street Sharks, who were helpless as they floated through space while Wu Kong wrecked their rides. "Girls! Go get it!"

Penny and Gwen shared a nod and they continued on their way, flying right into the Pyramid's front entrance. It didn't take them long to find the Helix, being the centerpiece of the entire room. Funnily enough, it was a pyramid inside of the pyramid they were already in, though it also had four long rods sticking out of each corner. Also, unlike everything around it, it didn't have red, corruptive lines on it. Its lines were still green, which gave Penny a bit of hope.

"Alright, let's get it and get out of here." She and Gwen took either end and lifted it up, before the Anodite created a mana platform directly beneath it so it'd be easier to move. Bringing her hand to her ear, Penny activated her commlink and called the ship. "Rook, we have it! Bring the ship around!"

By the time the two were out of the structure, the Rustbucket 4 had pulled up and opened its rear hatch, all while still firing at the mutants while Wu Kong smacked them around effortlessly. They brought the Helix in and the hatch closed, allowing oxygen to be pumped back into the room. Once a buzzer sounded off and Azmuth entered the room with Ilia, Gwen knew she was in the clear to change back into her human form. "So, thing you can do something here?" she asked.

"Hm… yes, I believe I can work with this." Azmuth affirmed after inspecting the device, only to crane his head up toward the redheads. "Do either of you have any pocket change?"

The three girls eyed one another, only for Penny to give a shrug. "Don't look at me, I use my built in credit card for transactions."

Ilia sighed and reached into her own wallet, managing to procure a few cents. "I've got two dimes, a nickel, and three pennies."

"And I've got four nickels and six dimes." Gwen added after fishing out her own change.

"That will suffice." Azmuth reached up and the girls handed him their change, before he then proceeded into the Helix and began his work. Surprisingly, it only took about a minute's wait when they started to see results; the Helix's green lines all lighting up at once. Azmuth then hopped out and shut the maintenance hatch behind him, wearing a confident grin. "Hm, fixed."

The trio stared at him in stunned silence, Ilia eyeing the device skeptically. "…That's all?"

"What? You expected it to take hours?" Azmuth raised a hand to his creation. "I'm the one who built it, of course I could fix it within a minute's time." He set his sights upon the redheaded android next. "And now that it IS fixed, Penny, I believe you know what we must do next."

Penny saluted dutifully. "Of course. Gwen, Ilia, I suggest you go back to the bridge with Azmuth." With very little effort, Penny picked up the Helix, hefting it over her head. "Leave the rest to me."

Back outside, meanwhile, Sun Wu Kong was still making a complete mockery of the mutants and Subdora, batting them around with his staff as if they were nothing. Every time it appeared as if one of them was going to get close or land an attack, Wu Kong would just redirect them or whatever beam they shot at him. "GAH! What is this guy's deal?!" Stripes exclaimed, going to slash him with some metal claws given to her for the mission only to find them hitting his staff instead. "Grr! It's like he knows what we're gonna do before we do it!"

Thrash came jetting in using her axe's rear rocket, intent on cleaving the monkey's head clean off… but stopped herself short when the simian whirled around and kicked Stripes right at her, wherein he swung his staff and sent them hurdling out into space again. "Agh! Is he telepathic or somethin'?!" Thrash roared.

"Nah, you're all just WAY too predictable." Wu Kong answered, going into a meditative stance. "See, here's the thing, I'm an immortal Buddhist who's pretty much fought every single thing you can imagine. Monsters, dragons, demons, GODS, the list goes on." He opened a single eye and shot them a smirk. "Compared to, say, the armies of Heaven, you lot are a buncha losers."

"WE'LL SHOW YOU WHO'S THE LOSER!" Hog belted out as he and Skull throttled themselves toward the Monkey King… only for him to rip out more of his hair and blow on it. Within a single second, several clones of himself were seen popping into existence around all of them, leaving the team of evil-doers all thrown for a loop. "W-W-W-Wha…"

Subdora swallowed, her throat suddenly very dry. "I… believe we may have messed with the wrong person."

Wu Kong only had one response to that; "Straight up." With a wave of his staff, he commanded his clones to swarm the seven Ministry members and mere moments later, they were all screaming underneath a huge ball of Wu Kong copies, their cries for help muffled by the layers of fur and muscle. It was only then that the Monkey King noticed that the Rustbucket 4 was flying back around… and on top of it was Penny with a large pyramid-shaped device. "Oh hey! Nice goin' robo-girl!"

"Thank you, but my job is far from over." With her legs uniting into an energy tail, Penny began hovering up until she was above the very peak of the Helix. …And that's when something astounding happened. Her tail split into four Mechamorph tendrils that each mounted themselves onto the rods on each corner of the Helix. With Penny still propped up above the Helix's tip, the entire machine began to glow, feeding its power into Penny herself.

The android's eyes glazed over with a green glow and she raised her hands, spreading her fingers out wide as several beams of light. These beams made contact with the Mechamorph husks all around her, and one by one… they began to be restored to their former selves. And once one Mechamorph was restored, their bodies naturally spread the beams out to the husks that surrounded them, and so on and so forth until an entire WEB was created to restore the entire species. Once the last Mechamorph was alive once again, the process stopped and Penny separated herself from the Helix, letting out a short breath.

"…Wow." Wu Kong admired. "Gotta admit, not every day you see something like that. So, now what?"

"Now…" Penny sent a smirk to him. "Let the dummies out to play."

Wu Kong smirked and snapped his fingers, dispersing his clones in a puff of smoke and freeing the Ministry Mutants. "W-Woah! What the?!" Skull whipped his head around in confusion. "W-Where did they… they… oh god." It was then that he and his squad noticed just how surrounded they were, with millions upon millions of Mechamorphs all staring them down. "Uh… guys? What's our plan of attack here?"

"Ha! That's easy!" Hog replied… before turning tail and jetting off. "RETREAT!"

"H-Hey! Get back 'ere!" Thrasher and her girls grabbed a hold of Exo-Skull, pointing after the pig man. "Follow 'im! We've gotta—"

*CHYOOOOOM*

But it was too late. All of the Mechamorphs took aim and blasted them all with their optic blasts, creating a HUGE explosion that sent all of them flying through space. But, before either Wu Kong, Penny or anyone else could do anything… a purple vortex opened up in front of the mutant menaces and sucked them in, leaving them nowhere to be found. "What the… where did THAT come from?!" Wu Kong questioned.

"Hmph, Eon." Penny sneered. "It's obvious that he and Salem must be overwatching this happen." All the same, she shook her head dismissively. "But that doesn't matter now. We have the Mechamorphs restored, so now it's time for the next step in the plan…" Craned her head down toward the planet below, Penny pursed her lips in concern. "I only hope the others are holding their own down there."

…..

Back down on the planet, things hadn't been going so well for Way Big. He had spent the last five minutes trying to stomp on a fleeing Malware, who had taken on a more globular form and was slithering along the landscape. The blob of corrupted Mechamorph took every opportunity to hide in every crevice that it could find, just narrowly escaping Way Big's feet. However, with one lucky stomp, the To'kustar managed to crush the fleeing blob. "Ah-ha! Gotcha!" But, once Way Big lifted his leg from the dirt… he saw that the blob only slipped over his foot, like a corrupted sock. "EW! Gross!"

The hero stumbled back, hopping on one leg before landing on his rear in the nearby river. He slammed his Malware-covered foot into the water, trying to wash it off… all while blissfully unaware of the REAL Malware rising up from the ground behind him, now equaling Way Big in height. And then…

*WHAP*

"AUGH!" Way Big was sucker-punched straight into a mountain, his body making a trench in the process.

Malware stalked his way over to the thorn in his side, his voice dripping with venom as he spoke; "You return to challenge me again?! After I nearly destroyed you? You really ARE a fool, Ben Tennyson."

But Way Big wasn't deterred, smiling in the face of danger as he cracked his neck and knuckles. "Yeah? Well, takes one to know one! CHYAH!" Charging forward, the To'kustar delivered a rapid one-two punch to Malware's chest and then grabbed him by the jaw, headbutting as he was pushed back. Then, with a powerful jump, Way Big took to the air before coming down with a mighty double dropkick, sending Malware flying.

Malware acted quickly, throwing a ball of his essence at Way Big only for the hero to block it by crossing his arms in front of his face. As Malware crashed down into the river and slid into a massive boulder, that put Way Big in a perfect position to generate his laser between his crossed arms. The corruption disintegrated off instantly and the beam cleaved through Malware in the process.

"Had enough?!" Way Big shouted, intent on closing the distance… only to find that he couldn't move. He whipped his head down to see several of Malware's feelers sliding up his legs, holding him in place as more shot up from the planet's surface and latched on to his arms. "Urgh! Agh!" No matter how hard he struggled, Way Big couldn't move, leaving his body to be entirely covered in the now-hardened material.

"Do you see how your loyalty to Azmuth is repaid?" Malware asked as he reformed once more, gesturing out across the land. "Only despair and utter destruction await you! And now, part of me nears the core, and… wait." Malware jerked his head back, as if he couldn't believe what was happening. "What?! NO! Impossible!"

Judging by his reaction, it made Way Big smirk in satisfaction, even while immobilized. "Hehe… great timing, Luhley."

"NOOOO!"Throwing his head back in complete and utter rage, Way Big and everyone in the city, Omni-Hunters included, could only watch as Malware's essence emerged from the ground all at once and returned to his main body, enlarging him into a monstrosity that had to be over a thousand feet tall. He towered over Way Big, and for the first time in a while, Way Big felt a familiar sense of fear overtake him. "THIS IS FAR FROM OVER, TENNYSON!" the Mechamorph's voice boomed. "YOUR FRIENDS HAVE ONLY DELAYED THEIR FATE! AND AS FOR YOU…" Reaching forward, Malware took Way Big into his grasp… and drew him into his chest. "YOUR JOURNEY ENDS HERE!"

It was at that moment, though, that Penny came flying down through the atmosphere… and she was met with the horrifying sight. "BEN! NO!" All she could do was watch as Way Big disappeared into Malware, and the moment he was gone, her teeth clenched in rage and her eyes glowed bright with retribution. Her Floating Array appeared behind her and she shot forward, screaming; "MALWARE! Give me back my friend!"

"AH, SO THE FAVORITE CHILD MAKES A COMEBACK." Malware's eye glowed bright red, preparing to fire his laser. "I SHALL DEVOUR YOU AS WELL!" The beam burst out and seemingly engulfed Penny, but in reality, she used her Floating Array to create a shield, protecting her from the blast.

"Not likely!" the redhead snapped back as she flew straight for where her friend had disappeared. "Come on, Ben… please be okay."

…..

Ben was as fine as could be. …Okay, that was a lie, he had NO idea what was going on in the slightest. After getting "swallowed" by Malware, things had been a bit… odd. He had been reliving certain events from his life in what felt like HOURS, even if it had only been a few minutes. Every encounter with Malware he had, he reexperienced in rapid-fire succession from an outside point of view, watching himself, Gwen and Grandpa Max fighting on… before bringing him to THAT day. The day he lost Feedback, and the aftermath of it when he and Azmuth had that talk. Even now, the words from the First Thinker still stook in his mind;

"You can let that one loss define you from now on… or you can learn from it."

"…Did you?"

Ben snapped to attention when he heard a familiar voice… one that he had heard coming from himself just the day before. Standing directly in front of him… was his younger self. A clearly traumatized eleven-year-old who stared up at him with sad, green eyes. He had no idea if this was a mental thing, if Malware was making him hallucinate, or what, but somehow… Ben knew exactly what this was. "D-Did I… what?"

The younger Ben took a step closer. "Did you learn from it?"

Ben pursed his lips, unsure how to answer at first. "…Yeah." he cast his gaze down to his feet. "That losing bites."

"Oh…" Young Ben lowered his head as well, the older one realizing that probably came off the wrong way.

"L-Look, I don't think there's any huge takeaway from our big fail back then." the hero assured, kneeling down to place a comforting hand on his younger self's shoulder.

Still, the young Ben seemed dejected. "Guess you're still mad at me, huh?"

"No! Dude, I'm not mad at you, I'm mad at—" But Ben cut himself off, realizing that wasn't the case. He was mad at himself, even after all these years. Mad that he couldn't do better against Malware so long ago, upset at the loss of his favorite alien. And even after getting Feedback back, it still felt like… a part of him was missing. And he knew that the sad, scared little kid in front of him was that part. The older Ben sighed and put on a smile, standing to his full height. "You know what? Maybe I gotta forgive you—er, slash me."

Young Ben tilted his head up. "You do?"

"Yeah. We're not losers." Ben smiled confidently down to his child self. "Beating ourselves up is only doing a favor for Malware and whatever bad guys we go up against." Slowly but surely, he could see the boy's smile returning, leading him to extending his left hand down to him. "So from now on, save the beatdowns for the bad guys. Deal?"

Reaching his own left hand up, the younger Ben clasped it with his older counterpart's in solidarity. "Deal!" And with that, both of their Omnitrix's activated, a green light enveloping the two as they became one…

…..

Back outside, things had gotten desperate astonishingly fast. Despite her best effort, Penny couldn't hold Malware off for long, her attacks now mostly ineffective now that he was so enormous. Any blast she connected that broke a part of him off, it only regrew just as quickly, and before long, Malware was on the outskirts of the Galvan capital city. The Omni-Hunters and the Saturdays could do nothing but watch as the corrupted Mechamorph loomed over them, his voice booming out; "NOW… THIS ENDS HERE—ACH! AAAUGH!"

The team were taken aback as Malware suddenly took a step back… and from atop his head, they could see a bright, blue light emanating before BLASTING out with a surge of powerful energy. Penny flew up to get a better vantage point, and there, she saw something emerge from the split in Malware's head. …And it was a certain alien that they all knew quite well. "Ben!"

"Hah, ya know, I'll admit. Everytime I've used this guy since I got him back… I've never truly felt whole." Giving her a thumbs up, Feedback gave Penny a big, toothy grin. "But now… I'm feeling the same way you are, Penny. Complete."

Penny returned the thumbs up wholeheartedly. "Sensational! Now, to paraphrase something that you say… shall we kick this guy's butt?"

"Yeah. Let's hose this guy!" Feedback leapt off of Malware's head, the crack sealing up as he used his energy to safely lower himself into the city, where he was met by the others.

"Ben!" Raven rushed up and put a hand on his arm, a relieved smile gracing her features. "Oh, thank the gods! We feared the worst when we saw you get sucked in."

Rex, Bobo and Kevin came over next, the former asking; "You okay, amigo? That looked nasty."

"Ah, he seems fine, Chief." Bobo folded his arms over his head. "Gotta say, though, that was one hell of an entrance…" The EVO chimp tapped his chin in thought. "Er, uh… would that count as an exit since ya came OUTTA his head?"

"Whatever it was, it was badass!" Kevin said, nudging Ben with his fist. "Didn't doubt ya for a second, Tennyson."

Feedback nodded down to them with a chuckle. "Hehe, thanks Kev. But I suggest you guys take a step back. This could get ugly…" He craned his neck back up toward Malware, who glowered down at him in contempt.

"THE CONDUCTOID?! PATHETIC!" the gigantic Mechamorph swiped one of his huge arms dismissively. "I'VE DESTROYED YOU ONCE BEFORE, AND I'M A HUNDRED TIMES MORE POWERFUL NOW!" From the center of his face, his optic blast began charging up and fired off just a second later… but even then, Feedback didn't flinch. Instead, he crossed his arms and pulled up his head tendrils to intercept the blast, absorbing it effortlessly.

"Aw, yeah! It's all comin' back now." the hero said wistfully.

Zak quirked a brow at him. "Uh, whaddya mean by that?"

Glancing over his shoulder, the Conductoid answered him; "What I mean is… Feedback RULES!" On that note, Feedback raised his hands up and shot the collected energy back at Malware… only for it to bounce harmlessly off of the monstrous Mechamorph. "Hmph… might have to get in for a closer look! Penny, ya with me?"

"Right behind you!" Shifting into flight mode, Penny shot herself up into the air as Feedback did the same with an energy burst. Malware immediately tried to swipe at them with his hand, but instead of getting swatted away, both Omni-Hunters clung to the appendage and started running up toward his head. Feedback increased his speed through the use of his stored-up energy, which left a trail of smoke behind on Malware's arm, while Penny rocketed up at top speed to Malware's head. "Perhaps it's time I take out a NEW trick I've been wanting to try."

"NONE OF YOUR TRICKS CAN OPPOSE ME, PENNY." Malware proclaimed, charging up another optic blast. "I WILL MAKE CERTAIN OF IT!"

But Penny merely smiled at the challenge. "Oh, but I'm sure you'll like THIS one!" Just as Malware shot down at the android, her left arm began to morph and change into a rather large weapon, one that she used to cleave the blast in half. The weapon itself made a loud, revving noise, and once everyone saw it, they were left slack-jawed. "You know, I used to believe I couldn't make one of these like Rex could… but with this upgrade, I finally have one." Attached to Penny's arm… was a HUGE chainsaw; black with green lines along its shaft and with bright, glowing green teeth spinning that emitted energy as they buzzed along. "Say hello to my BFC! My BIG. FREAKIN'. CHAINSAW!"

Rex popped without a second thought, throwing his hands in the air. "WOOOO-HOOOO! HELL YEAH, GIRL! You show 'em who's BOSS!"

Penny went in straight for Malware's head, but the villain raised his hand to try and swat her away again… only for it to be cleaved off. "AAUUGH!" The hand fell and was reduced to dust, and when Malware tried to regrow it, it did… only much smaller than before. "WHAT?! NO! I WILL NOT STAND FOR THIS!" Aiming his eye straight down, Malware unleashed an optic blast into the ground, creating a shockwave that sent Penny and Feedback flying off and away from him. The rest of the team ducked for cover as the duo crash-landed into the pond the city was built over, emerging and spitting out water a second later.

"Blah! Okay, the BFC was pretty epic." Feedback sputtered out. "But we're gonna need more if we're gonna put a REAL dent in this guy." He furrowed his brow and clenched a fist. "And I'm gonna run outta juice sooner or later."

"Don't worry, Ben." Penny winked. "This isn't over by a long shot. We've just been keeping Malware distracted for a while…" She set her sights skyward and Feedback did the same… and through the clouds, they could see a slew of approaching green lights.

What Feedback and the others witnessed next, they almost couldn't believe. Raining down from the heavens was the ENTIRE Galvanic Mechamorph species… and they were being led by the Monkey King himself. "Special Delivery from Galvan B, MORON!" Wu Kong hollered to Malware. "BRING 'IM DOWN!"

The Mechamorphs fell straight onto Malware and went straight through his body, taking clumps of his corrupted essence with them. "NO! THIS CANNOT BE! I DESTROYED THEM ALL!" One by one, the clumps of living metal fell to the surface, where the revived Mechamorphs emerged unharmed and still as green as they were before.

"Haha! YEAH!" Jaune cheered. "Now THAT'S more like it!"

"I can't believe it!" Pyrrha clapped her hands joyously. "They really were all revived!"

Nora eyed Penny with a knowing grin, placing her hands on her hips. "Hm! Now I wonder how THAT coulda happened?"

Penny giggled and tapped her nose, giving her fellow redhead a wink. "Oh, you know, it was no big—ah!" But just then, the last piece of Malware's corrupted essence landed and rolled across the city, where it uncurled and Malware himself stood, reduced back to his normal form. "…You MUST be joking."

But before Malware could even think of taking action against them, the Mechamorph's began to pursue and blast at him themselves, chasing him around the city to buy the heroes some time. "There's gotta be SOME way to take this chump out once and for all." Feedback resolved.

"Funny you should mention that!" Flying down slowly upon his cloud, the Monkey King pointed behind Feedback and the others. "Because we've got ANOTHER special delivery for ya!" The group did an about-face and were met with the Rustbucket 4 also making its own descent, its rear hatch opening to reveal Team RWBY, Ilia, Sun and Gwen, with Azmuth standing at the forefront with the Helix.

Using her powers to lift the Helix off the ship, Gwen smiled down to her cousin. "I think THIS will suffice in ending things, Ben." she said with finality.

"One Helix, prepped and ready to go!" Yang proclaimed, patting the device on its side. "Have at it, Green Boy."

"Heh… you guys really pulled it off." Feedback commended. "Nice work, especially with the Mechamorphs."

Azmuth closed his eyes, taking pride in his work. "Once the Helix was repaired, it was a small matter to reenergize the Mechamorphs. And with Penny's energy, they are all now immune to Malware's corruption."

Ruby stepped in and leaned against the device. "And I'm sure there's enough juice left to blow Malware to Kingdom Come!"

"…And you might wanna do it fast!" Blake thrust a finger up and the group spun around, seeing Malware come barreling at them on all fours like a rabid animal. "He's closing in!"

Feedback narrowed his eye and nudged his chin to Penny. "Let's end this, now."

"Way ahead of you!" Penny leapt up on top of the Helix and integrated herself with it once more while Feedback plugged himself in, the duo sharing its energy as it charged them up. Bringing her hands together, Penny created a massive cannon that jutted out over Feedback's head, and she called out; "Ready!"

"NOW!" At Feedback's signal, the two unleashed their collective energy at Malware, their green and blue beams uniting into one.

"Curse you, Penny!" Malware bellowed, bringing out his Tachyon cannon to fire back. "AND DAMN YOU, BEN TENNYSON!" His cannon arm fired off, his last-ditch effort… and it was all in vain as the red laser was overtaken by Ben and Penny's without any effort. Malware didn't even have time to scream as he was hit full-force by their attack, feeling his form shedding away and solidifying until… nothing.

The particle beam died down afterward, revealing the result; Malware's body had stiffened into a lifeless statue. What's more, it almost seemed that Malware's larger form was being visibly peeled off to reveal a smaller, more traditional Mechamorph body underneath, the one that he had before absorbing the Tachyon Cannon. But even then, every part of Malware had been solidified, with no signs of movement in sight.

Feedback and Penny both breathed deep and hard as they detached themselves from the Helix, transforming back into their normal forms. "Hah… and that… is how… you get it done." Ben offered Penny a fist-bump, which she readily reciprocated.

"Yep… hah… though I hope we NEVER have to do it again." the android asserted.

"Amen." Ben raised his fist to the sky victoriously. "Guys! …WE WON!" All at once, everybody let out an uproarious cheer as the team swarmed Ben and Penny, hoisting them up onto their shoulders to celebrate their success.

…Though not before Yang captured Ben's lips in hers, of course. "Congratulations, hero." Yang murmured under her breath. "You just conquered your worst fear AND enemy."

"WE did, Yang." Ben stated with a soft smile. "All of us contributed in some way. You, your mom, the team, Zak, Drew, even… uh…" The hero trailed off when, from up above, Luhley, Doc and Max all came flying in on jetpacks, with Zon flying in with them and Komodo hitching a ride on Doc's back.

…But that's not what mainly caught their attention. Max was without his shoes. And Doc's pants were around his ankles, the Secret Scientist having tied his black undershirt around his waist to hide his shame. This left him wearing only his vest over his upper body, much to Drew's amusement and Zak's chagrin. "Oh… my god." Drew uttered, trying to hold back her laughter. "H-Honey, what happened?"

Doc and Max shared a similar grimace as they echoed; "Don't ask."

However, Luhley cleared her throat, garnering their attention. "Ahem, I think I can elaborate on things a little bit…"

…..

After Luhley's explanation, things had become a little clearer. She needed Max's shoelaces and Doc's belt in order to repair the core's firewall protocols. All the same, though, it did little to calm Zak down. "I can't freaking believe this. Dad, PLEASE pull up your freaking pants!" he shouted as all of his friends snickered. "You're totally embarrassing me!"

A little while later, once the team had calmed down from their triumphant high and the hysterical scene, they all approached Malware's statue, the Mechamorph frozen completely in time for all to see. "So… is he dead?" Weiss questioned.

"No, I doubt it." Penny shook her head. "It's more like he's in… suspended animation."

"Is there a chance he could wake up?" Ruby asked further.

Penny shook her head. "Very little chance. He can't break out and I doubt anyone would want to break him out after his failure."

"Oof!" Zak exclaimed with a slight chuckle. "Penny out here implying that Salem's gonna drop this guy like a sack of hammers!"

As expected, Rook furrowed his brow, perplexed by the analogy. "I do not understand. What does a "sack of hammers" have to do with this?"

With a shake of her head, Penny rolled her eyes and placed a hand on Rook's shoulder. "It means that Salem is likely to abandon Malware here, Rook."

"Ah… then why not just say that at the start?"

The redhead's smile didn't faulter, a giggle passing through her lips. "Hmhm, I used to have trouble with human expressions myself, Rook. But don't worry, I'm sure you'll get them down one day." The Revonnahgander was left scratching his chin while Penny stretched her arms above her head. "Ah! All the same, I'd like to get back home as soon as possible."

"Yeah, I hear that." Bobo echoed the sentiment, climbing up Rex's back to perch on his shoulder. "Space travel an' fightin' bad guys on another planet takes a lot outta ya." He jerked his thumb over to the Rustbucket 4. "Pretty sure we can make it back in time fer lunch, though."

At the mention of food, the Omni-Hunters' stomachs collectively growled, leaving the teens wide-eyed while Max, Raven, Doc and Drew laughed in unison. "Hahaha! Well, guess they're all down for a meal, that's for sure." Max affirmed.

"RUFF-RUFF!" The sound of a friendly bark took many off-guard as the Anubian Baskurr rushed up and sat down next to Kevin, wagging her tail eagerly

"Hah, guess we're not the only ones who're hungry, are we?" the Osmosian knelt down, patting her on the head.

Ben's eyes widened at the clear affection between the two of them. "Oh god, don't tell me we're taking in ANOTHER stray…"

"Funny." Kevin remarked sarcastically. "She's kinda grown on me, actually."

Gwen had to do a doubletake when she heard that. "It's a girl?"

The Osmosian chuckled and winked back at her. "You really didn't pay attention in health class, did ya?"

The likes of Ilia, Sun and Team RWBY, however, were left visibly confused. "W-Wait, hold on, Kevin, since when did you and the dog suddenly become best friends—" *blip-blip-blip-blip* "Oh for the love of… what NOW?!" the chameleon girl threw her hands into the air.

The ringing noise they were all hearing was coming from the Omnitrix itself, leading Ben to pull his sleeve back and answer; "Ben here, what's going—"

"BEN!" a distinct female voice shouted over the line. "Oh, thank god, I finally managed to get through!"

The team couldn't believe who was on the line. "W-Wait, JULIE?!" Ben exclaimed. "How in the heck are you calling me right now?"

"I'm having Ship boost my signal." Julie explained. "But Ben, listen, something BAD is happening back on Earth. Cooper called me and said that there's carnage going on in the streets of Japan." Her words made their eyes widen in horror, even more so with what she said next; "And some girl named "Cinder" is at the forefront of it with her team. They're using their Grimm creatures to tear Tokyo apart!"

Ruby gasped, her hand flying up to cover her mouth. "Japan?! You've gotta be joking!"

But Julie's tone was FAR from a jokey one. "Believe me, I wish I was. Ship and I are following Cooper and the others over, but we may need you for this one. There's a lot of them, Ben. And I mean A LOT."

The Omnitrix bearer's expression scrunched into a tight grimace. "Dammit." he snapped under his breath. "I should've guessed that Salem would pull something like this. Getting all of us off Earth just SPELLED the perfect opportunity for her." He let out a heavy breath and assured Julie that they were on their way. "Don't worry, Julie. Our ship's got lightspeed travel, so we'll be there in a flash."

"I'll hold you to that." Julie replied. "See you soon."

With that, the call disconnected, and the Monkey King came strolling up to the team with Max, Raven, Doc and Drew at his side. "Well… guess there's no rest for the weary in this case." Wu Kong shrugged, swinging his staff over his shoulders. "So, you kids ready to take an impromptu trip to the Land of the Rising Sun?"

"Yeah, of course we are." Yang raised a determined fist. "And we're gonna give Cinder and her cronies the worst ass-whupping of their life. WHO'S WITH ME?!" The Omni-Hunters all shouted with the Blonde Brawler, many still riding the high of their victory. It wasn't long before they were all loaded onto the ship and launched into the atmosphere, where they saw the Galvanic Mechamorphs all gathered together to rebuild Galvan B in a matter of moments… using only themselves to hold the moon together.

Penny couldn't help but smile at the sight. "…I'll be back." she vowed right before the Rustbucket 4 went to lightspeed. "I promise."

…..

A/N: And now you know what I mean when I said that this was "technically" the last part of the opening arc. Malware and his plans have been thwarted… but we still have some lingering Ministry evil to take care of back on Earth. Salem's really moving along with this new plan of hers, that's for sure.

But speaking of the Ministry, we got to see a lot of 'em in action here, be it in space or on the surface of Galvan B. We got the mutants causing mayhem (and subsequently getting their asses handed to them by Sun Wu Kong) and there's also Hazel and Viktor bringing the Grimm rampage to the others… though Raven, the Saturdays and the Omni-Hunters were able to subdue them rather handily.

And hey, while it wasn't the most ideal way to go about it, seems Kevin's earned himself a new lifelong friend out of these events with the Anubian Baskurr at his side now. Khyber's loss is his gain!

But yeah, things went pretty much like how they did in the show for the most part, Way Big and Feedback fights and all. Though I DID choose to expand upon the happenings in space instead of Max and the others getting Galvan's firewalls back up. Mainly because I thought it'd be more interesting and Penny needed some expanding upon. Speaking of, though… how do ya'll feel about the BFC, eh? Pretty cool, right?

But now, with Malware now a statue and Galvan Prime saved, we've got one last stop to make before the Ministry's plan is put to a stop. So NEXT TIME! Our team arrives in Tokyo and immediately comes across their allies beating the tar out to the Grimm, to the point where Cooper tells them openly to just sit back and watch. And what he pulls out next is… well, something they're gonna have to see to believe. Next time; Be the One. What better place for the Rider System to make its Earthly debut, yes? But with that said, thanks again for tuning in, everybody! I'll catch you all next week, and as always, stay safe out there!