A/N: This happens when Ben was 16 years old.

In the vastness of space, a certain warlord was plotting his revenge against a certain hero.

"Ben Tennyson, you humiliated me and ruined my reputation. But no more! This time, I will permanently get rid of you!"

Meanwhile...

"HAAH! HAAH! HEEYAAH!"

"HAAH! HAAH! YAAH!"

BAM!

SMASH!

Ben and Gwen were training in the plumber base inside Mt. Rushmore. "Keep it up kids, the both of you are doing great!" Max said from afar. As Ben and Gwen finished the last part of their training, they managed to destroy the last targets.

SMASH!

SMASH!

"Alright!"

"Yeah!"

"Good job you two, the both of you are improving more and more day by day. Maybe one day, you two might be able to do another mission without me."

"Yeah, but we'd prefer it if we had your help always on the ready grandpa."

Ben and Gwen high-fived each other, before walking to a corner of the room to get their small towels to wipe their sweat off. Max then gave them cans of soda for them to drink, which they took, opened and drank from.

"Aah, thirst quenching."

"Welp, just what we needed after a long and intense training session."

Meanwhile...

"Prepare for landing."

FWOOOSH!

Vilgax ordered one of his bioids to prepare the landing of the Chimeran Hammer, which it did. Once it landed, people started running for their lives. They had recognized it by now, and knew it meant danger.

AAAHHH! AAAHHH! AAAHHH!

There were superheroes who happened to be nearby, -the Galactic Enforcers. They quickly sent Max an alert that Vilgax had entered Earth.

BEEP! BEEP!

Once Max received the message, he was alarmed. Ben and Gwen noticed his worried expression, "What's wrong?" Ben asked. "Vilgax had returned! C'mon!" replied Max before he started running. When Max said that, Ben and Gwen became worried as well and started running with him.

A Few Seconds Later...

Ben, Gwen and Max were already prepared to take on Vilgax once again. Ben sent his girlfriend Catherine a message that wouldn't let her know that Vilgax had returned. Although she had powers, he didn't want her involved in this as much as he could. That's how much he loved her. Just then, Ben, Gwen and Max set off.

Some Time Later...

VROOOM!

Max drove the Rustbucket, taking Ben and Gwen with him. The Tennysons were prepared to fight Vilgax and expected the worst from him.

Even More Time Later...

SCREEECH!

Max came to a halt and drifted near Vilgax's current location. When he did, he, Ben and Gwen saw Vilgax trashing the surroundings.

CRASH! SMASH! SMASH!

"-DOES THIS MAKE YOU WORRIED, TENNYSONS?! I KNOW ALL OF YOU WILL COME SOON!"

"We're already here."

After Vilgax shouted, the Tennysons got out of the Rustbucket. "We're already here." replied Ben as he, Gwen and Max walked a bit closer towards him. "Ah, Tennysons. Perfect timing." Vilgax replied menacingly. "Y'know what's also on perfect timing? Going hero! It's hero time!" Ben replied back before he activated the Omnitrix and slammed on it.

FLASH!

"Spidermonkey!"

SPLAT!

Ben turned into an alien he called "Spidermonkey", before blasting webs at Vilgax. The webs trapped him a bit, but he was able to break free from them. However, Ben switched to Diamondhead and fired crystal-like spikes at him.

RRRIP!

FLASH!

BANG! BANG! BANG!

"ARGH!"

This caused Vilgax to step back a bit, Ben then made a huge crystal-like structure appear below him and send him flying into the air.

BAM!

BAM!

"AAAHHH!"

CRASH!

Vilgax ended up crashing into the ground, but he was able to get back up immediately.

FLASH!

FWOOSH!

Ben turned into XLR8 and tried dashing towards Vilgax. However, Vilgax saw him and managed to make him stop and fall down with his hand.

BAM!

"Oomph!"

THUD!

Max and Gwen saw what happened. They tried helping Ben, but their attacks were blocked, tanked and stopped.

PEW! PEW! PEW!

"SOLARIS!"

FLASH!

BAM!

FLASH!

"Hahahahahaha!"

FLASH!

BOOM!

"AAH!"

"AAH!"

THUMP!

THUD!

Gwen and Max ended up hitting the ground hard from Vilgax's huge eye lasers. "GWEN! GRANDPA!" shouted Ben, before he made a very angry expression and started trying to kick Vilgax super fast and repeatedly. However, Vilgax was stronger than ever and managed to tank his hits. Then, he grabbed Ben by one of his feet, swung him around hard and fast and threw him into a tall building.

FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!

FWOOOSH!

"AAAHHH!"

CRASH!

Ben crashing into the building ended up making a part of it fall down and collapse, some of the rubble ended up burying him. Max and Gwen saw this, and tried to attack Vilgax again. However, everything they did proved ineffective and did nothing to stop him. Vilgax had truly become stronger.

"Shadallah!"

FWOOSH!

PEW! PEW! PEW! KLANG! KLANG!

Vilgax grabbed Gwen and Max by their arms, nearly crushing them. This made them grunt in pain a bit. He then spun them around as well before throwing them into two different directions.

FWOOSH-FWOOSH-FWOOSH-FWOOSH-FWOOSH!

FWOOSH!

FWOOSH!

CRASH!

CRASH!

Gwen and Max ended up getting weakened a bit. Ben then came out of the partially destroyed building flying as an alien he called "Astrodactyl". He then activated Astrodactyl's biological energy whips before using them against Vilgax.

FWOOSH! FWOOSH!

SNAP! SNAP!

"ARGH!"

The whips forced Vilgax to step back. Once Max and Gwen were able to get back up, Max started throwing some explosives while Gwen shouted "Soralis Eratanichia!".

BOOM! BOOM! BOOM!

KZZT! KZZT! FLASH!

"ARGH!"

Vilgax was forced to step back even more as he was being bombarded with explosives and spells. Just then, a familiar whizzing appeared in the sky.

FWOOSH!

It was the plumbers! They had come to help. They started firing their ships at Vilgax. Meanwhile, the Galactic Enforcers came into the scene as well and started helping alongside them.

PEW! PEW! PEW! PEW! PEW! PEW!

BAM! BAM! FLASH!

The plumbers and the Galactic Enforcers tried helping the Tennysons as best as they could, but even they were having a very hard time stopping Vilgax. Suddenly

FLASH!

FWOOSH!

FLASH! FLASH! FLASH! FLASH!

"AAAHHH!"

THUD!

Ben transformed into Ghostfreak and managed to get behind Vilgax, before phasing his hands through his head and making him pass out. "Paralutus!" Gwen shouted as she used a spell that paralyzed Vilgax, before adding "Ablita Plazita!" and freezing him in a huge block of ice.

THRUSH!

While Vilgax was frozen, Max threw some more explosives damaging him even further and destroying some of his body parts.

FWOOSH! FWOOSH! FWOOSH!

BOOM! BOOM! BOOM!

"It's time this calamari got cooked!"

"Nice shots grandpa!"

"My turn!"

FLASH!

"Upgrade!"

SPLAT!

KZZT! FLASH! FLASH! FLASH! FLASH!

"AAAHHH!"

CR-R-R-RACK!

BOOM!

FLASH!

"AAAHHH!"

Ben turned into Upgrade, before covering Vilgax in himself. Then, he downgraded Vilgax's armor while damaging him as well. Soon, Vilgax was even more injured and defeated.

BOOM!

FLASH!

"Ungh..."

After the smoke cleared, the Tennysons looked at where Vilgax fell. A huge crater was left where he was right now. He groaned, before laying completely still on the ground and fainting. "Who ordered the calamari?" said Ben, before switching back to his normal form.

FLASH!

Some Time Later...

"Ungh! Ungh! Mark my words, Ben Tennyson! I will not be imprisoned by your pathetic plumber cells forever! I will escape! And when I do, I'll end you!"

"Alright buddy, keep going."

Vilgax was handcuffed by the plumbers, and he was being taken away by them with the help of the Galactic Enforcers. "Team Tennyson takes the victory once again!" said Ben as he pumped his left fist into the air, "You said it, cuz. Squidface won't be botherin' us for a while." agreed Gwen. "I hope..." Max said to himself, he wasn't sure the plumber cells could hold Vilgax but it was the best place he could put him to make sure that he didn't hurt anyone again.

After Vilgax was taken away, the Tennysons went back into the Rustbucket before Max started driving them back to the woods where they lived in.