Ever since Bob got the Antitrix, he started causing trouble in Bellwood frequently. And when the cops managed to run him out of Bellwood, he moved on to the next towns and so on. News of the new powerful villain who was called the "Negative 10" was spreading across the country fast. Whenever Ben heard about the things his father was doing, he would get angrier and angrier at him. Eventually, Ben decided that he needed to be stopped. And so did Max and Gwen. Together, they went far away in the Rustbucket in search for him.

VROOOM!

A Few Hours Later...

Soon, the Tennysons managed to locate Bob. He was terrorizing another town as Bashmouth. Max stopped the Rustbucket, before he, Ben and Gwen got out. Bob looked back to see Ben, Gwen and Max getting ready to fight. "It's hero time!" said Ben, before he slammed on the Omnitrix.

FLASH!

Black rock-like skin formed around Ben, before his whole body became engulfed in blue flames. The Omnitrix then appeared on his chest.

"Heatblast!"

FWOOSH!

BAM!

ROOOAAARRR!

Ben turned into an alien he called "Heatblast", before throwing a huge fireball towards Bob. Bob managed to shield himself from the fireball with the metal in his arms. He then growled, before unsheathing his metal teeth and charging towards Ben.

FLASH!

"Diamondhead!"

Ben turned into Diamondhead, before firing blue crystal spikes at Bob. But Bob was able to protect himself with the metal from his arms once again. Then, he grabbed Ben's head before trying to smash it.

ROOOAAARRR!

SMASH!

"Agh!"

Bob ended up making Ben fall on the ground, there were some cracks on Ben's body including his head. However, he was able to fix them right away. This was one of Diamondhead's special abilities. Bob roared again, before trying to smash Ben to bits. However...

BAM! BAM! BAM!

ROOOAAARRR!

Ben fired some more crystal spikes, fending Bob off. Bob then started smashing Ben into the ground in anger.

ROOOAAARRR!

SMASH! SMASH! SMASH!

"Get your claws off of him!" shouted Max, before he started firing lasers at Bob. Bob recoiled in pain as the lasers hit him. Then, Gwen started flipping through her spell book and shouted "Tullah Namono Shankte!".

FLASH! CRACKLE-CRACKLE-CRACKLE-CRACKLE!

ROOOAAARRR!

Gwen used her most powerful spell, keeping Bob away from Ben. Tullah Namono Shankte sent a huge burst of shadow energy, and it was very powerful. Bob roared in pain, before looking and growling at Gwen. Gwen was ready to fight just in case. Suddenly, Bob tried running at her. However...

FLASH!

"Ghostfreak!"

Ben switched to Ghostfreak, before phasing his hands through Bob's head. Immediately, Bob saw flashes of black and white as he was starting to weaken. But then...

FLASH!

FWOOSH!

Bob switched to Rush, before he got away from Ben as fast as possible. Ben wasn't going to wait to have another chance at using Ghostfreak's special ability against Bob, so he went XLR8 and chased after him.

FLASH!

FWOOSH!

Ben chased Bob all over the town, eventually he managed to make Bob trip and crash into a wall.

SLAM!

"Agh!"

CRASH!

Bob was forced to stop, he groaned and rubbed his head as he tried to get up. But then...

FWOOSH!

BAM!

"Agh!"

Ben pinned Bob down on the ground, before threatening to slice and dice him with his claws and said "What's your deal?! Why are you doing this?!". "Why am I doing this? You naive fool. Don't you have any idea what limitless power can do for you? You don't have to be a hero, Ben. You can join me. Together, we can rule this world!" replied Bob, "I don't think so." Ben replied before he prepared to finish Bob. Just then...

FLASH!

"Bootleg!"

Bob turned into his version of Upgrade called "Bootleg". Then, he covered himself on the Omnitrix before trying to use Bootleg's special ability. -Downgrading equipment and technology.

FLASH!

"AAAHHH!"

Red sparks went all over Ben's body, then...

BEEP! BEEP! BEEP! BEEP! BEEP!

FLASH!

The Omnitrix timed out. "H-Huh?!" said Ben, before he looked at himself. He was human again! He tried to make the Omnitrix work, but he couldn't. Something in it must've malfunctioned when Bootleg downgraded it. "Hahaha! Now, even the Omnitrix can't save you now! You're finished, Ben Tennyson." said Bob, before he tried to blast Ben with a huge eye laser. However...

"Potenis Otierre!"

FLASH!

BAM!

"Agh!"

THUMP!

Gwen managed to shield Ben from the blast by using a magic shield, Bob's blast ended up going back to him causing him to fall down. After this, Ben started to run. He tried to make the Omnitrix work again, but he couldn't. It was up to Gwen and Max to stop Bob in the meantime.

While Gwen and Max were trying to stop Bob as much as they could, Ben hid somewhere and kept on trying to make the Omnitrix work. However, he still couldn't do so. Then...

BEEP! BEEP!

The Omnitrix beeped twice, before it started repairing the programs in it and taking out the destructive ones. What Bob did put destructive programs inside the Omnitrix, and the Omnitrix's fail-safe automatically activated to remove them.

This went on for a few seconds, then...

BEEP! BEEP!

The Omnitrix had finally been repaired. "Wait... can I-?" Ben thought, before he tried making the Omnitrix work. To his relief, it finally did. "Whew. Thank God." he added in his mind, before picking an alien and slamming on the dial again.

FLASH!

Black slime-like substance surrounded Ben's body, before he developed blue linings all over. His eyes fused into one and turned into a hollow light blue circle, before the Omnitrix appeared on his chest.

"How about an "Upgrade"?"

Ben called this alien "Upgrade", he quickly went back to where the fight was happening to help Max and Gwen.

Meanwhile...

THUD!

"Oomph!"

"Hahahaha! You can't defeat me! I am the most powerful villain around here!" gloated Bob. Then, he heard someone say...

"You sure about that?"

Bob looked back to see who said those words. When he did, he saw Ben as Upgrade! "Back for more huh? I'm surprised your little toy still works after what I just did to it." Bob added, Ben then tried firing at Bob with a big, blue eye laser.

FLASH!

FLASH!

However, Bob switched to Bashmouth before deflecting the laser using the metal on his arms. Ben's own laser almost hit him. He would've been hit if he didn't dodge on time. Then, Bob said

"Pathetic. All that power, and you use it for a goal that will get you nothing in the end. You really took after your old and clapped-out grandfather didn't you?"

"Hey!" yelled Ben, before he switched to XLR8. Bob tried to get out of the way because he knew Ben was going to use a speed attack on him, but it was no use as XLR8 was too fast anyway. Ben hit Bob hard, sending him flying into a wall.

FWOOSH!

BAM!

ROAR!

CRASH!

"Ungh..."

Bob groaned before he tried to get up. However, Ben transformed into Fourarms and managed to pin him down by stepping on his neck. Then, Ben said "Talk! Why are you doing this?! There was no need for you to do this!". "True. There was no need for me to do all of this. But I do it because I want to. You should try it sometime, you'll find it more satisfying than using your powers for helping others." Bob added. At this, Ben was enraged. He finally understood why Max and Gwen were always helping him stay on the good side on his early days with the Omnitrix. Power can create a monster like his father. However, Bob was already evil right from the start. Even without the Antitrix. With this, Bob turned into Bootleg again before liquifying himself and slipping away. Then, he switched to Rush before dashing off into the distance.

FLASH!

FWOOSH!

"Wh-What?! H-Hey! Get back here!"

Ben, Gwen and Max tried looking for Bob all over the town once again, but he managed to escape once more. Ben was even more frustrated than ever. Once he, Gwen and Max ended their search he switched back to his human form before he sat down on a bench.

"You okay sport?" asked Max, "Yeah. Just even more frustrated since my dad got away again. I wish me or someone else could catch him so that he can be made to pay for all his crimes." replied Ben. "Don't worry, I'm sure that'll happen soon. Just hang in there." Gwen replied, "Y-Yeah... maybe. Maybe one day." Ben said back. But he wasn't sure that either of those events were going to happen. Still, he was holding out hope that either one of them would.

Meanwhile...

In a secret lair, Bob was looking at the Antitrix. Then...

"If they think I'm a monster now, just wait! Hahaha!"