In an abandoned warehouse just shy of Los Angeles, three extremely ripped thugs were gathered on the interior of the building, the largest and bulkiest one, named Hammer, with a handlebar mustache hefting a large hammer over his shoulder.

"You guys here for the safecracking job?" he asked.

"Yep," said an older thug with a fuel tank on his pack named Surgeon. "Take a number."

"So what's the story on this guy?" said Hammer.

"He's offering a cool million to bust open a safe," the final thug with a silver saw, a pink mohawk and a black tank top that said 'Buzz' explained. "That's all anybody needs to know."

And then a loud explosion rang out from the upper floors above them, a figure of some sort sailing out of the smoke and falling behind them.

"Next!" a Russian accent called.

Surgeon walked up the steps and gazed through the dissipating smoke to see P'andor sitting on a few crates with Elisabet sitting on a stack of crates behind her, her face buried in a Victoria's Secret magazine with a bored expression, her wings folded behind her and her tail wrapped around her leg.

"So, where's the safe that needs cracking?"

"You're looking at it," Elisabet said, not looking up.

"OK..." Surgeon said as he lowered his goggles and pulling his plasma knife out of its socket on his pants. He activated it and brought it to the lock on P'andor's containment suit... not damaging it in the least bit.

"What the- What's this thing made of?"

"Next!" P'andor called as Elisabet didn't even look from the magazine and blasted out a strong shadowy blast from her hand, sending him flying back downstairs.

"This should be fun," Buzz said, laughing maniacally and bringing his power saw to the chest... and it instantly broke into a hundred pieces, much to his shock. "I've got another blade right here."

"NEXT!" P'andor shouted as he grabbed Buzz by the head and tossed him away.

Hammer swung his giant mallet against the suit several times... and then collapsed in exhaustion.

"I said next!"

The sound of footsteps approaching were heard and the two Andromeda aliens looked up to see Kevin approaching with his toolbox.

"Sorry, am I late?"

Kevin opened his toolbox and grabbed a shard of Taydenite, morphing his arm into a large blade.

"Whoa," Elisabet said. "You know, hubby and I didn't realize there was an Osmosian on this planet. Or a supply of Taydenite."

"You guys might want to step back. That's one million dollars cash, right?" Kevin said to the thugs as he jabbed his arm into the suit... and then looked back to see his Plumbers' badge crackling and flashing red. "What? Radiation? What the heck do you have in this thing?"

"Don't ask questions. Just open it."

"Yeah, I don't think so," Kevin said. "Not until you tell me what's going on."

"You open the suit and I pay you. That's all you need to know."

"That's not how I do business, buddy," Kevin said, walking away.

"$100,000 to whoever stops him!" P'andor called to the thugs.

Kevin's eyes widened as he blocked Buzz's power saw with his hands morphed into a shield as he smirked cockily before he kicked Surgeon away as he slammed Hammer with his toolbox, spilling all its contents onto the floor.

He then turned around and blocked the saw again.

"Wasting your time, fellas. Taydenite's the hardest substance in the universe."

He then used his free hand to sock Surgeon away... only to be smacked aside by Hammer's mallet, sending him flying away as he picked up the Taydenite shard before his armor dissolved.

Kevin, seeing what was about to happen, decided to make the smart move and ran for the hills.

"Do I still get the hundred grand if I bring him back in pieces?" Buzz asked.

"Let him go," P'andor said, taking the Taydenite shard from the giant thug. "I have everything I need."


"Any sign of the other four alien fugitives?" Gwen asked as the gang assembled in Omni-Manor. "Hopefully, they're better than Zirconia."

"Nothing yet," Ben said. "Clay's working his hardest, but I'm starting to wonder about Jimmy's alien sighting tip."

"Why?" Becky asked. "Because ten year old internet fan geeks are known for their scrupulous fact checking?"

"But Jimmy's usually right about alien sightings though," Jen said. "That's how he pieced our identities after all."

"Who knows?" Ally asked, sitting in her black chair hanging from the ceiling. "Maybe Kevin had better luck finding them."

"Well, we should've heard from him by now," Gwen said, sitting back on the couch. "I mean, it's not like him not to call us."

"What are you talking about?" Ben asked. "It's exactly like Kevin not to call."

"No, Ben. I mean not to call me."

"Oh," Jen said. "Yeah, you're right."

It was at that point that Kevin's car came peeling into the driveway and he stepped out into the Omni-Team's headquarters as he nodded.

"I found two of our missing aliens," Kevin said, showing them his hologram. "This guy's hot. Really hot."

"P'andor and Elisebet?" Becky asked.

"Yep. I think those two are dating or something," Kevin said. "But whatever P'andor is inside that containment suit, we do not want to let him out."

"So how can we help them?" Ally asked.

"Help them? I'm gonna go back there and put a beating on them. You guys in or what?"

"But we're supposed to be rescuing those escaped aliens, not attacking them," Gwen said.

"But what's gonna stop them from attacking us?" Becky asked. "Zirconia was a lunatic. Who's to say that the rest of the Andromeda aliens aren't?"

"I hate to take sides, but they're right," Ben said.

"They are?" Gwen asked.

"We are?" Becky and Kevin asked.

"Yeah," Jen said. "Or at least partially right. We need to go back there and investigate what's going on."

"Fine. We'll investigate, then we'll pound them."

"Have it your way," Ben said as he pulled his keys out and he and Jen entered the DX-Mark 10 and Pink Angel as Kevin got into his car and Ally got on her bike as they all drove off.


At the warehouse, Gwen and Becky were using their Plumbers' Badges to scan for radiation and it came up clean.

"Not picking up any radiation in the area," Becky said. "Are you sure this is the place?"

"Positive. And we need to find P'andor and Elisebet quickly before P'andor escapes from that armor."

"But I thought nothing could penetrate it?" Ben asked.

"Yeah..." Kevin shrugged guiltily. "Except maybe the Taydenite sample I accidentally left behind."

"Okay..." Jen asked, rubbing her head. "But why were you searching for alien fugitives with a Taydenite sample?"

"Well..." Kevin winced. "I might not have exactly been searching for aliens per say."

"Huh?" Ally asked.

"I mean, I was at first. But then I heard a rumor about a guy offering top dollar to bust open a... difficult thing to bust open."

"That has got to be P'andor's containment suit," Becky realized.

"So you thought you'd pick up some extra cash by irradiating an entire town?!" Ben shouted.

"I didn't open it, did I?"

"No, but you did leave behind the one thing that P'andor and Elisebet needed to do it themselves!" Jen shouted. "And now we have no idea where to find them."

"Actually, yes we do," Gwen smiled, scanning the toolbox with her mana. "Whoever touched this case last, he's close."


A little bit later at a nearby flat mine, a team was drilling to the mine wall with a powerful drill... only for someone with a Geiger counter on hand picking up massive readings.

"Whoa, shut it off! Shut it off! Did we hit uranium?" he asked. "Radiation levels are spiking like crazy."

Shadows then started crawling all upon the walls and a massive crash was heard as P'andor, Elisebet and the thugs appeared from a hole created in the wall, stepping forwards.

"Step away from the drill! I'd hate to mess up my nice new buzzsaw!" Buzz called.

The miners knew better than to question the burly thugs and the two aliens and they all ran for their lives as they approached the drill.

The thugs, P'andor and Elisebet got on the drill and took off down the mine tunnels as Elisebet sighed and looked at her claws with a sigh as she crossed her head.

"It sucks to have a boyfriend who I can't kiss without killing myself."

"Ooh, that's tough," Buzz said.

"He's a being of living radiation. Come on," Elisebet sighed.

At that point, they were stopped by Humungousaur standing by with Rockette sitting on his shoulder, tuning her guitar up with a sigh.

"Out of our way!" P'andor shouted.

"Road's closed, losers," Humungousaur said.

"You guys just hit the highway to hell," Rockette said, leaping off her brother's shoulder with a fist pump.

The thugs rushed forwards as Hammer smashed the Vaxasaurian's foot with his mallet. Humungousaur shouted in pain as he fell over right on top of him, knocking him unconscious in a crater in the ground.

Lucky Girl stood by and blocked all of Buzz's saw swipes with her mana shields as Matter Girl came in and sandwiching his head with her giant metal fists, sending him to the ground, dazed and confused.

"We'd like a word with your boss," Rockette spat as she circled Elisebet, who glared as she shot her claws and wings out. "We already got your sister out of here, Elisebet. You'd certainly like to join her."

"As if. In case you didn't notice, she's an angel. I'm a demon. You do the math, kid."

Humungousaur dodged the drill as it was driven by Surgeon as Kevin faced P'andor with a glare as he absorbed the stone walls as Huntress took out her spear and gave a graceful twirl before resting it on the ground. "I want that Taydenite back!" Kevin shouted, morphing his hands into maces as he ran forwards... only to go splat into a mana wall courtesy of his girlfriend.

"We should try talking before we start hitting."

Kevin shouted out, shattering the wall with a single punch. "It works better for me the other way around!"

"It's alright," Huntress said. "We all know you and your girlfriend are on the run from Aggregor."

"We've already helped five of your friends," Lucky Girl said, showing holograms of Bivalvan, Uriel, Galapagus, Juniperis and Zirconia. "We don't want to hurt you. We just want to get you home."

"If you really want to help me, then free me from this armor. I am starving inside this prison."

Lucky Girl nodded and her eyes and tattoos began glowing pink and she sighed as P'andor was enveloped in a pink glow as well.

"No!" Kevin shouted, shoving Lucky Girl away and breaking her concentration. "I'm telling you, you guys do not want to bust that thing open."

"Busting things is your job, dude," Huntress said.

"I was just trying to read the armor. Figuring out how it works."

Lucky Girl continued her spell... only to suddenly get shocked by a powerful aura and was sent flying into her sister behind her, both stumbling to the ground.

"What did you do to her?!" Kevin shouted as he ran forwards and gave several punches to P'andor's chest, not even putting a dent in the containment suit (as expected) as the Andromeda alien slammed him back right on top of the girls.

"Ow..." Huntress whimpered as her friend's armor dissolved.

Humungousaur saw this and let go of the drill, sending it into the wall as he grabbed Surgeon and tossed him to his buddies, who had just recovered as Elisebet flew over and Rockette joined him as he looked down at the Zepplian and the pair nodded.

"Okay, no more Ms. Nice Alien," Rockette said as she prepared her hand.

"Time to go Ultimate!" Humungousaur shouted as the twins slammed their Ultimatrix symbols, which grew four spikes as they transformed into...

"Ultimate Humungousaur!"

"Ultimate Rockette!" the evolved Zepplian shouted, shooting the rock horns and sticking her purple tongue out.

Ultimate Rockette now had hot pink skin and wore a short sleeved rocker shirt with a torn leather vest with spiked shoulder pads, her mohawk had grown larger and spikier and her skirt had spikes along the belt now with a skull icon at the belt and heavy studded boots on and her guitar was now double necked and as she played it, flames shot out of the necks as she shouted out.

Ultimate Humungousaur morphed his fists into rocket launchers and blasted forwards at their foes as Ultimate Rockette sent out two powerful lasers blasts. Their opponents dodged each of them as the evolved Zepplian shouted out, burning into the ceiling above.

"You mess with our friends, you mess with..." Ultimate Humungousaur began... only to gasp out as the twins realized that the blasts were causing a rockslide.

Lucky Girl put a forcefield up as Ultimate Rockette adjusted the tune on her guitar and played out, projectng another protect everyone and Ultimate Humungousaur lifted up the rocks to protect everyone as the tunnel caved in.

Lucky Girl and Ultimate Rockette dispelled the forcefields and a stray pebble hit Kevin on the head.

"Owie," Kevin groaned.

"Sorry," Ultimate Humungousaur said.

"I totally forgive you, Ben. Anyone can make a mistake," Kevin smiled.

"You mean like leaving the Taydenite behind?" Matter Girl asked.

"For instance, yes," Kevin admitted.

"And P'andor and Elisebet got away with the drill," Ultimate Rockette realized.

"Only because you idiots were thinking with your fists instead of your brains," Huntress said.

"Well, what were you guys thinking when you're trying to help that guy?" Kevin asked.

"We were thinking that he and Elisebet are scared, running from Aggregor and probably starving to death," Lucky Girl said, creating a platform underneath the rest of the team and levitating them up.

"I mean, I'd be desperate to get out of that armor. I mean, I was desperate to get out of the Null Void for five years," Huntress shrugged.

"So desperation makes them trustworthy?" Matter Girl asked, unsure.

"No," Lucky Girl admitted. "He'll never trust us if we keep attacking them."

"Ever think maybe he's sealed inside that armor for a reason?" Kevin asked, absorbing the stone wall again.

"Um, guys?" Ultimate Humungousaur groaned under the weight of the ceiling. "I'm kind of getting a cramp here."

Kevin nodded and sealed the cracks in the ceiling with the stone he absorbed, also dispelling his armor in the process.

"P'andor is a life form that is literally made of radiation," Kevin noted. "If we let him out of that suit, he'll kill everybody that comes near him, intentionally or not."

"So we let him starve to death?" Lucky Girl asked. "That's cold, even for you."

"Not cold, sensible," Matter Girl said, putting her hands on her hips. "You're the one who's not thinking straight-"

Kevin and Matter Girl gasped out as they were pushed off of the mana platform as Lucky Girl blew the smoke off her gloved hand with a sigh.

"You did that on purpose!"

"I lost my concentration."

"That's it. I'm out of here," Kevin said with a huff, leaving everyone behind.


On the surface, the thugs and Elisebet stood by as Surgeon drove the drill (tipped with the Taydenite shard Kevin had left behind) towards P'andor, the drill spinning at top speed as the Taydenite shard slammed into the center of the containment suit.

This assault on the suit continued for a few seconds... before the entire drill exploded from the building pressure, sending everyone flying away or running as the Taydenite shard landed at the thug at the lab coat's feet.

"We're gonna need another drill."

"No, we don't," Elisebet said with a sigh as she laid on the wreckage of the drill as she looked at her fingers, cold flames of darkness emitting from her claws. "We just need the Osmosian."

"She's right," P'andor realized.


An angry Kevin sped down the road in his car... just as the remains of the drill sped next to him and Buzz leaped onto his car and started sawing at the roof with an insane cackle.

"Oh, great. That's all I need right now."

Surgeon drove the drill in front of the car in front of Kevin's car, blocking him from every turn as Hammer brought his namesake weapon down on the roof as Elisebet flew down in front of the car and blasted the tires with shadow blasts, sending the car crashing down the road, spiraling and falling into a nearby ditch.

Kevin groaned out as the airbag deflated and Buzz and Surgeon smirked as they walked towards the car wreckage.

"Let's open him up and see what's inside!" Buzz suggested.

"Are you insane?" Elisebet asked, flying down in front of them. "...Okay, that was a stupid question."

"We need him alive!" Surgeon shouted. "This operation requires precision and accuracy."


Kevin groaned as he came to and found himself back into the canyon area. And he looked beside him as the Taydenite shard was tossed at his side.

"Time to finish the job you started, Osmosian," P'andor said, walking up to him.

"How stupid do you think I am?" Kevin asked.

"Stupid enough to get caught," Surgeon said, lifting up his welding torch.

"Stupid enough to pass up a million bucks," Buzz said.

"Stupid enough to take us on," Hammer spat.

"And stupid enough to leave your teammates behind," Elisebet said, resting on a rock as she admired her claws.

"Come on, you lousy freak!" Buzz shouted.

"Are you scared?" Hammer asked.

"Your little girlfriend put up more of a fight with us," Surgeon smiled.

Kevin absorbed the Taydenite and morphed his hands into twin sickles as he charged at the thugs. He swiped the blade... just as P'andor stepped in front of him, the blade slashing down the lock on the containment suit.

"And one more thing. You're stupid enough to do that."

The containment suit instantly opened and a being of made entirely out of red hot radiation flew out, spiraling upwards as he shouted out in glee.

"Free!"

Kevin looked on in shock. "What have I done?"

"Looking good, hubby," Elisebet said, flying by, but keeping her distance since she valued her life after all.

"At last! No longer bound by the shackles of that armor!"

Kevin looked on at the open containment suit and bowed his head in shame.

Suddenly, three vehicles pulled over by him and the rest of the Omni-Team stepped out, concerned.

"Kevin, are you alright?" Matter Girl asked.

"Thought you were mad at me?"

"Mad?" Jen asked. "No way. More like scared that you would do something stupid."

Everyone looked up to see the spiraling radioactive alien soaring through the skies with the demon alien following him in glee as she shot out shadow blasts from her hands with a slight chuckle.

"Good call."

"Nothing the Omni-Twins can't handle!" Ben and Jen said in unison as they prepared their Ultimatrixes... and were instantly disappointed as they flashed green and pink.

"Uncatalogued DNA detected," Omni and Trixie both sounded. "Transformation function unavailable."

"Why am I not surprised?" Jen asked, bowing her head.

"Hey, we're only doing what we're programmed to do," Trixie said. "You think we like locking you out of transformations?"

"Touché."

"They're just celebrating P'andor's freedom. They haven't done anything," Gwen said, raising herself up on a mana platform before she pressed her watch to change into her costume and looked at her Plumbers' Badge to see the radiation levels skyrocketing.

"P'andor, our natural form is harmful to humans. We can arrange a ride home for both at you."

"Now why would I ever want to go home after experiencing this?" P'andor asked. "This planet is like an all-you-can-eat buffet!"

"And I could care less either way. I'm just supporting my boyfriend... even if I can't kiss him."

Both aliens then looked down to see the twins scanning both of them with their Ultimatrixes and a nod as Omni and Trixie both sounded out with a smile.

"Uncatalogued DNA Samples Accquired. Scanning Complete. You're now free to transform."

"Thanks, guys," Ben said.

"Your weaponss cannot hurt us!" P'andor shouted as he shot out a blast of nuclear radiation and his girlfriend fired out a blast of concentrated shadow energy.

"They're not weapons!" Huntress shouted... just as she was blasted by the shadow blast and her sister was blasted by the radiation.

"GWEN! BECKY!" the twins shouted just as they transformed into...

"Jetray!"

"AeroForce!"

The two aerial aliens swooped into action and caught the sisters in their feet before flying them down to Kevin and Ally.

"Gwen! Becky!" Kevin said, taking his girlfriend in his arms as Ally did the same to Huntress.

"Ugh," they both groaned as they woke up from the pain.

"Oh man. Don't ever do that again," Kevin said.

"I mean, they're obviously hostie. Come on," Ally said as she transformed into Matter Girl and Huntress got down and dusted herself off.

"Yeah. That shadow blast is nothing worse than anything else I've taken," she chuckled.

Jetray and AeroForce soared through the air as Jetray tried to tackle P'andor... only to phase right through him.

"Whoa," Jetray said.

"His body is made of pure unfiltered radiation," AeroForce said. "How are we supposed to stop this guy if we can't even touch him?"

"Don't know, but we're gonna find a way. P'andor, you two can't stay on Earth. The radiation your very body exudes will eventually kill us all!"

Jetray fired his neuroshock blasts at P'andor.. only for him to instantly absorb them.

"Thanks for the snack, Aerophibian."

P'andor fired a blast of radiation right at Jetray, sending him crashing into the canyon wall.

AeroForce and Elisebet faced each other, both flapping their wings as they smirked.

"I can deal with a Harpian, sweetheart," Elisebet said, shadows dancing across her arms and forming large shadow claws as AeroForce gulped.

"Let's do this."

The two flew at each other in a flash and started landing several punches and kicks with sharp talons and hooves as AeroForce sent out cyclone blast at Elisebet, who opened her wings and was sent flying back as she fired a shadowy blast at AeroForce, who dodged with a spiral twist around it.

"Then again, I sense a full meal nearby," P'andor said as he turned to see a nuclear power plant on the horizon, passing by the thugs down below.

"This mean we're not getting paid?" Surgeon asked.

P'andor turned around and sighed as he blasted the fleeing thugs with another radiation blast, sending them crashing to the ground and they looked up to see P'andor flying towards the plant with Elisebet close behind with the twins in hot pursuit.

"That's a no."

"Of course it's a no!" Matter Girl shouted. "They're aliens who've only been on this planet for a few weeks! Where would they get a million dollars from!?"

"Go ahead," Gwen said to her boyfriend and his sister with a facepalm. "Say 'I told you so.'"

"Forget it," Kevin said. "You're almost always right and you've never called me out on it. But I do have a plan."

Kevin reached down to grab a piece of P'andor's containment suit and absorbed the material before putting it back onto the suit and sealing it up.

Following the rogue aliens, Jetray and AeroForce flew in hot pursuit as they glanced at each other.

"So how do you we stop an alien we can't even touch?" Jetray asked.

"I don't know," AeroForce said. "We've never dealt with anything like P'andor before. We're used to aliens like Elisebet, but this? What would Gwen do?"

"Make friends with him?"

"Not an option, bro... Or is it?"

"He's already got friends on Earth," Jetray said. "Water Hazard and Lumine or Terraspin and Mother Nature?"

"Go for whatever you want."

The twins slammed their Ultimatrix cores with a shout.

P'andor landed in front of the power plant with a smirk as Elisebet flew by with a smile and a gesture at him to continue.

"Stop!" a commanding voice called.

The two Andromeda aliens looked up to see Water Hazard, who looked almost exactly like Bivalvan except with the Ultimatrix symbol on his chest, and Lumine, who looked almost exactly like Uriel, only her eyes had pink irises and her armor was pink as well.

"P'andor, Elisebet, it's us."

"Bivalvan? Uriel?"

"We thought you two already found a way home?" Elisebet asked, raising an eyebrow at the pink attire the angel alien was wearing. "Nice new color."

"This planet's a waste of time," Lumine said, stretching her wings out. "Take some advice from your sister and go home."

"This does not concern you," P'andor said, flying forwards with a dodge as Elisebet followed and the twins nodded and ran or flew after them.

Water Hazard shouted out and blasted out two jets of water that blasted into P'andor, stopping him in his tracks as Lumine flew ahead of Elisebet and shot her hands out, blasting the demon alien her rays of light that sent Elisebet crashing down to her boyfriend's side as Lumine flew overhead and crossed her arms.

"You're darkness, I'm light," Lumine repeated with a smirk. "You're a demon, I'm an angel. Do the math."

Water Hazard leaped down to their level and slid down the water before stopping as his sister landed with a stern glance.

"We can't let you stay here."

"It's not up to you!" P'andor shouted as he blasted forth with a radioactive blast and his girlfriend fired a blast of shadowy fire at the twins.

Water Hazard and Lumine countered with a blast of water and light, tearing through the blasts, creating a cloud of steam as the Andromeda couple landed on their feet and rushed through the steam.

As the steam cleared, the twins' eyes widened and P'andor and Elisebet shouted out as they landed a punch with charged with radioactive energy and Elisebet cheered out as she whipped Lumine with her tail, which was charged with dark energy, sending both of them crashing into the power plant, shattering every window in the place and setting off the alarm.

Every worker in the place immediately screamed out and ran off in a panic towards the hole in the wall, only to run back inside as P'andor shouted out and Elisebet stood by, not caring either way which way this battle went.

As the twins groaned in pain from the attack and the crash, P'andor looked around the plant to see a giant generator smack dab in the center.

"Okay," Water Hazard groaned. "Maybe that wasn't the best strategy after all."

"You think?"

P'andor flew over to the generator and smacked his hands against the center.

"Yes! Sweet pure energy!"

The twins recovered and looked to see both of their Ultimatrix symbols flashing red from the massive radiation.

"The radiation levels are skyrocketing," Lumine said as her brother nodded.

"Let's cool this guy down."

The twins slammed their cores down to transform into...

"Big Chill!"

"Overflow!" Jen shouted, morphing into her own version of Water Hazard.

Big Chill turned intangible and flew through him, freezing him, only for that to instantly melt as Overflow shot her water streams at him in a futile attempt to cool him off.

"You dare to interrupt my meal!?"

P'andor tried blasting at the Necrofriggian, who simply went intangible to phase through the blast.

"I can't touch you. You can't touch me. We're even."

Suddenly, the twins looked to see the sparking smaller generator above them as it suddenly exploded, bursting into flames.

"Oh man," Big Chill sighed.

"I got it," Overflow groaned with a facepalm as she blasted two torrents of water, dousing the flames before any more damage was done just as she sensed something behind her and she backflipped before blasting Elisebet with her water jets and a shout of effort.

Big Chill flew off after P'andor, both blasting away at each other as Overflow got onto her back and started breakdancing and firing streams of water everywhere, soaking Elisebet.

The rest of the Omni-Team ran into the power plant as Lucky Girl carried P'andor's containment suit and placed it down.

Big Chill fired an icy blast at P'andor, freezing him solid as he crashed near the containment suit and Lucky Girl caught him in her mana field as she pushed him back to the containment suit.

"Get that armor back on him!" Matter Girl shouted.

"Easier said than done!"

P'andor smirked and shouted out with a burst of radiation, sending everyone and the containment suit scattering across the floor in all directions.

Kevin saw P'andor approach Lucky Girl and absorbed the metal from the containment suit in a hurry.

P'andor prepared a radioactive energy blast to finish Lucky Girl off when he was blasted from behind by Big Chill and Overflow's combined water and ice blasts.

P'andor looked on, dazed, as he was blasted by a freezing arrow courtesy of Huntress as Big Chill flew in and took away his cousin as Matter Girl lifted up the containment suit as Kevin cracked his knuckles.

"You know, P'andor, if this stuff can hold you, I'm betting it can touch you!" she shouted, tossing the suit at the radioactive alien and it crashed into him, sending him into the center of the power plant.

"Hon!" Elisebet shouted, just as she was blasted aside by an explosive arrow.

"I need to refuel. Time to get the power from the source."

P'andor leaped into the water and grabbed both handles at the uranium core and started absorbing everything, causing the water around hm to start to boil.

The others looked on at the hole above as Huntress checked the radiation levels on her badge and gasped as Big Chill and Overflow ran off to regroup.

Gwen prepared her mana, only to be stopped by Kevin.

"Forget it, Gwen! The radiation levels are in the red!" Huntress shouted as she ran for her life out of the plan.

"I can do this!"

"We know you can," Kevin said. "But you're not protected like me, Ally and the twins."

"But-"

"Think with your brains, not with your fists," Matter Girl smiled.

"Yeah, that's my job."

"Okay," Gwen smiled as she ran back through the wall to join her sister as Kevin trned to Matter Girl with a nod.

"Ally? Think you can absorb the radioactive energy? You have much better control over absorbing energy than I do."

"Maybe, but I don't want to risk hurting myself from touching him."

Kevin sighed as he morphed his arms into a mace and a hammer as Big Chill iced off the top of the water tank, freezing everything solid.

Elisebet flew overhead with a mischievous cackle and ran in to swipe at Overflow with her shadow claws and Overflow blocked them with her armored arms before she shouted out and let loose a torrent of water from her palms that absolutely soaked the demon alien and she was sent skittering across the ground.

Overflow smirked as Elisebet tried to fly up, only to crash to the ground as Jen morphed back to human.

"What's wrong? Can't fly with water wings? Trust me, I've had that problem too."

"Fine," Elisebet said. "You win. But trust me, I'm not really a bad person. I may love making mischief and I'm dating an alien criminal, but I'm not evil. Trust me."

"I believe you," Overflow said. "But you still have to go off world."

"Fine," Elisebet said with a roll of her eyes.

"Now stay put while I go join my brother."

When the top of the area was completely frozen, everyone stood back... only to see all the lights flicker off and everyone looked upwards to see P'andor towering over everyone, now more muscular and swollen than before.

"Oh crap baskets," Big Chill said, eyes wide.

"Not a meal. A feast!" P'andor exclaimed as he took two nuclear energy cylinders out of the core and swallowed it whole.

Gwen and Becky ran into the safety of the control room and witnessed Big Chill and Overflow blasting their ice and water blasts at them and dodging P'andor's energy blasts.

Kevin and Matter Girl shouted out as they dropped down and slammed P'andor with the metal mace and a hammer drop from her elbow.

"Guys, you can't fight P'andor!" Gwen called.

"He's just fed on the uranium core!" Huntress agreed. "He's a walking nuclear reactor!"

"So what do we do?" Big Chill asked.

"Okay," Gwen said. "Kevin, Ally, you see those carbon rods?"

"Yeah," Matter Girl said.

"They absorb excess neutrons and control the rate of the nuclear reaction."

"On it," Kevin said, dissolving his armor and running for the carbon rods.

P'andor followed Kevin, blasting nuclear blasts at him when Jen suddenly came in and dropped in, looking like a completely pink metallic version of herself and outlines of her clothing, but she smirked and morphed her hands into blades and came swiping at the creature, distracting him as she smirked.

"You've obviously scanned Zirconia too."

"Call me Swiss Miss," she said, showing her hands with her fingers morphed into all sorts of tools to prove her point.

As Swiss Miss distracted P'andor, Kevin leaped and landed on the reactor and absorbed the carbon rods at the top.

P'andor tried to stop him just as Big Chill flew above and iced him. He started to melt the ice, only for Kevin to leap onto him and gave him several punches, actually hurting the nuclear alien as he crashed into the walls next to him.

Kevin used his carbon armor to absorb the nuclear radiation that P'andor was exuding, causing him to shrink down as Swiss Miss smirked and changed her composition to carbon to do the same as she further absorbed the radiation in him as her brother picked up P'andor's containment suit.

"Stop!"

"We can't hold him forever, Ben!" Swiss Miss shouted.

"But I know who can," Big Chill said as he tossed the containment suit off of P'andor and switched to...

"Cannonbolt!" the Arburian Pelarota shouted as he looked at P'andor struggling. "...Maybe I've got something that'll work better."

Cannonbolt slammed the Ultimatrix core down and it grew four spikes, green energy surging outwards as Cannonbolt's form changed further.

He looked almost the same as before, only he hah hard light metallic blue skin and his shell has cylindrical studs on each back segment and one on each shoulder, wrist and leg plate and two sharp fangs.

"ULTIMATE CANNONBOLT!"

Kevin and Swiss Miss and P'andor shouted out as Ultimate Cannonbolt slammed onto P'andor and the containment suit and rolled into his ball form, his studs morphing into spikes as he did and stopped before he spat everyone out, P'andor still in his containment suit as his sister glared up at him as she grabbed onto P'andor's arms and wrested them behind him, fusing his arms together as she looked to her brother with a glare.

"Was that really necessary, bro? We didn't need to go for a ride with P'andor."

"And how'd you know that I'd be able to absorb the armor and morph it around P'andor?" Kevin asked.

"I didn't know you'd be able to do that, but I do know that that Zirconia can manipulate any kind of metal around her, so why can't Jen's form of her?"

Swiss Miss smiled and tilted her head with a mischievous grin as P'andor stood up with a groan.

"Don't worry about him. We made some alterations to his suit."

Kevin stood by, revealing the fused wrists on the suit.


The Plumbers led a defeated P'andor and Elisebet to a ship as Elisebet looked down guiltily, tail literally between her legs as the Plumbers turned to our heroes.

"We'll make sure they get safely deported back to their home planets."

The ship took off into the air and shot out for space.

"Okay," Ben said. "Seven down, three to go."

"Hopefully, those three will be a little bit more cooperative than Zirconia, P'andor and Elisebet were," Gwen said, pulling out her badge to show Andreas, Ra'ad and Kamui.


The Plumbers' Ship flew through the vacuum of space... and was then blasted by powerful lasers, rocking everyone on board, including P'andor and Elisebet. A tractor beam hit the ship and sucked it right into what we know as Aggregor's ship.

P'andor and Elisebet, stuck inside containment pods, looked on as the windshield of the ship burst open, sucking the doomed Plumbers out into the vacuum of space.

And of course, Aggregor stepped into the ship to meet the angry glares of the alien couple inside with a growl at them.

"Did the happy couple really think they could escape from me?"

"Aggregor," P'andor spat as Elisebet groaned and rolled her eyes.

"Typical, hon. Just typical."


Next time on Ben and Jen 10:

Andreas' Fault