3rd POV

A news-station helicopter is following police cars chasing a speeding armored car. The reporter says that criminals hijacked the car from a bank and they have a hostage.

VROOM !

SHING !

Along the highway, they speed past Grandpa Max's RV and a large crystal grows out from the pavement, completely destroying the undercarriage of the car.

BAM!

The effect made it spin and completely stop.

One of the criminals gets out of the vehicle with the hostage, and the other holding a rather large rifle. He aims his rifle at the police car and shoots it.

SHO-SHO-BOOM !

And it flies to the air, just after the police inside it went out.

" What is this , It's the alien shape shifter, Legion !"

He then directs it toward Diamondhead, though he doesn't seem to be afraid of it.

SLASH

And slashes it to pieces. The criminal runs away with terror.

But he's stopped by another crystal emerging from the cement, lifting him up.

The first criminal then walks out from behind with the hostage. Diamondhead is silent as he slowly transforms his blocky hand into a razor sharp spike.

SHING

....

....

....

*Glump*

With that appearance, they surrender immediately and the news reporters comment on Diamondhead's heroic act. They seem to say that heroic alien have become a common occurrence with the sponsorship of DIAL .

Vilgax was watching the broadcast in his ship.

He says , displeased.

His robotic lieutenant asks Vilgax ,

"Shall I send more drones to retrieve it ?"

Vilgax replies.

".... No ."

HISS

His regeneration tank opens. One of the medical robots crawls out.

CRUNCH

Only to be crushed by a massive metal foot.

He also had metallic gloves with small fingers as well as reddish brown cylinders-like objects piercing his arms, giving him much stronger and more muscular limbs.His face tentacles are now much longer than before . He has 6 tentacles in front and 2 behind.

" I will see to this task myself..."

Vilgax's limbs have fully regenerated and he says that he'll see to the task himself.

In the RV

" AAAAHHH !"

Ben wakes up screaming. Max asks him if he had another nightmare.

" It was that Cthlu wannabe , I saw ! "

'Vilgax is coming ....' he thought.

He recaps that he's been dreaming about the weird alien from his vision when he merged with Rojo as Upgrade. He apparently saw his new body in the dream as well.

He was told, "I'm coming for you now".

" Change of plans , We're hitting the road right now. "

Surprisingly, Max was immediately shocked by the statement and decides to hit the road, instead of waiting in the morning. Gwen points out .

"Grandpa ,It's 3 in the morning."

Max explains that it's the best way to beat the traffic.

Later in the morning

Ben's POV

" Gramps , what's with the lead foot? "

I mean , Vilgax was my enemy, right ? [1]

OK ... ?

I started going through the Omnitrix alien list. I gotta be prepared. Know what's the best combinations for fighting him . With the little information I got . He's probably going to appear this week.

" Ok , I'll use C.L.E.R.I.C to play some Call of Duty. "

Also that .

On Vilgax's ship, The Chimerian Hammer.

The activation signal of the Omnitrix is detected. Immediately, Vilgax orders his crew to track the signal down. The sensors took a few seconds to find the signal's general location. Vilgax stares at the screen, becoming satisfied with how well his plans have succeeded so far.

" Ben stop fiddling with the Omnitrix !"

" .... OK ??? "

Vilgax lost the Omnitrix signal, but isn't concerned about the matter, since they gathered enough data to get a general idea of its whereabouts. He then looks at images of Ben's heroic acts as aliens on various screens and he's figured out a way to draw him out.

Without caution, he punches the last screen, which shows Diamondhead saving a kitten from a tree.

In the bison-filled field, Vilgax descends his ship to a near ground-level. The hanger of the underside of the ship opens, and a swarm of drones and a red giant mace.

BAM

The mace doesn't fly, so it just falls to the ground with the drones following it. It then begins rolling, leading its force on its way to Rapid City, destroying the welcome sign along the way.

BOOM !

BOOM !

BOOM !

BOOM !

Later

Ben and Gwen notice several fires coming from Rapid City and Ben points it out to Max. Max is concerned about the situation, but he states that the locals should have everything under control.

BOOM !

Yeah, completely under control.

However, the force completely wastes the area, and Ben immediately decides to help them. Max tells him that it's a bad idea.

' Explosions and fire . Heatblast then", Ben thinks .

SHOOOM !

Ben doesn't listen and transforms into Heatblast.

BWFOOOOM !

Heatblast then blasts off to save the city.

PEW! PEW! PEW!

The strike force continues to destroy everything in sight. The mace is conspicuously missing from the battle.

BWFOOOOM !

BWFOOOOM !

BWFOOOOM !

BWFOOOOM !

Heatblast burns four of the drones and states

" You should pick on someone with real firepower."

At once, all the remaining drones surround him, and Heatblast gets a feeling they are expecting him.

BWFOOOOM !BWFOOOOM !BWFOOOOM !BWFOOOOM !BWFOOOOM !BWFOOOOM !

Despite this, he begins to attack back, and surprisingly, the task of destroying the drones turns out to be easy. The drones were all destroyed by a single shot of his flames.

" UGH !"

But then an electrical net is fired at Heatblast, pinning him to a nearby building.

VROOM

The red mace rolls up after this.

The sphere opens up, revealing a compartment within, Vilgax steps out.

" You ...."

" At last , we meet , the being that has caused me soo much trouble ...."

Heatblast immediately recognizes Vilgax as the alien from his visions and foreknowledge.

" I am Vilgax and I have come for the Omnitrix ! "

" Yeah , sure , let me just hand over . Want anything else, oh so gracious Vilgax. "

Vilgax introduces himself to Heatblast, and explains his purpose for capturing him.

BWFOOOOM !

Heatblast states the obvious about Vilgax's allegiances and burns through the net towards him.

" Ugh ", Vilgax grunts in pain.

However, Vilgax stands in the same place, taking each attack as if it were nothing. With a single toss, he throws Heatblast halfway across the city.

Heatblast makes a decent crater when he landed. Burning away the rubble over him, he doesn't get to think as Vilgax leaps across the city to land a short distance from him.

Heatblast decides to buy some time to use his flames to melt the street into a hot, fiery tar.

BWFOOOOM !

Vilgax then trips on it. Instantly Ben shifts.

SHOOOM !

FWOOOSH

As Articguna , he freezes him in place .

VROOM

" No.... It can't be."

Max then arrives in the RV, and sees Vilgax, and immediately horrified. Max seems to recognize him. Max interposes the RV between him and Vilgax. Gwen opens the door, and says that Max wants him in, though Heatblast refuses, stating that he's going to kick alien b.u.t.t as he reverts back into Ben.

" Benjamin, Get In ."

' OK , He means business if he's calling me by full name ' Ben thought.

Max shouts at Ben to get him in the RV.

VROOM

Vilgax then gets up just after they drive off.

Max tells Ben that he does not want to pick a fight with Vilgax.

Ben asks Max how he knows his name is Vilgax. Gwen then wants to know what Max hasn't been telling them.

Max pauses .

PEW! PEW! PEW!

But interrupted by two drones that begin to fire at the RV. Gwen tells Max about the drones, and he speeds and swerves to avoid them.

KRA-KA-BOOM !

KRA-KA-BOOM !

KRA-KA-BOOM !

Gwen returns energy projectile fire as she finds her way to the front, stating that they can't keep this up forever. Max, however, states that it will only get worse unless they get to Mount Rushmore. Gwen then questions Max for his purpose going there, but he says that there's no time for questions.

In the back, Ben activates the Omnitrix and says that he's not going down without a fight. He transforms into Stinkfly, and Max warns him for using the Omnitrix to fight. Stinkfly ignores him and heads off to fight.

When Stinkfly flies out of the RV, he heads for the two drones to stop them. He lands on top of one as they try to shoot him down.

HAUGH

The other attempts to shoot him, but Stinkfly uses his slime to cover the blaster, causing it to self-destruct. Stinkfly then uses the end of his tail to drive it through the engine of the drone he's on.

SLICE

" Float like a Butterfly but sting like a Stinkfly ."

He comments with a quote, as he hovers over the wreckage.

Vilgax tackles him, and Stinkfly manages to get back on the air, though Vilgax grips on his tail.

" Give me the Omnitrix ! "

HAUGH

He demands that Stinkfly gives him the Omnitrix, but Stinkfly answers him by spitting slime on him to knock him off.

Vilgax breaks free, yet he attempts to tackle Stinkfly again. Stinkfly was able to dodge this time, and continues to wonder who Vilgax is.

Vilgax then lands right in front of the RV, and it forces Max to immediately U-turn. Gwen suggests that they help Stinkfly, but Max continues to be suspicious, and says that they will get special help. Gwen figures that it's at Mount Rushmore, because Max has been stating over and over how important it is that they get there.

BOOM !

Meanwhile, Vilgax chases Stinkfly across the rooftops of the city. Vilgax attempts to tackle Stinkfly again, this time into a building, causing a large explosion thereafter.

" I grow tired of this !"

SHOOOM !

Vilgax has had enough of chasing Stinkfly around and he reverts Stinkfly back into Ben manually by touching the Omnitrix symbol.

" A ... child. The Omnitrix is in the hands of mere child !", He screams in outrage.

Vilgax was also surprised that a mere human child is using the Omnitrix as he holds Ben by his shirt with his hand. Vilgax then attempts to remove the Omnitrix from Ben's wrist,

" Omnitrix! User Defense Protocols activate ! "

{ Command acknowledged. }

CRACKLE!CRACKLE!CRACKLE!

BOOM !

It instantly emits a feedback which pushes them into the air. Vilgax realizes that the Omnitrix has already merged with Ben's DNA.

SHOOOM !

BAM

As XLR8, Ben takes the chance to run, but Vilgax clotheslines him and nearly taking his head off .Vilgax tosses him inside the red mace.

He then gets in and drives off, with Ben as his captive.

Max is driving along a side road in Mount Rushmore. Gwen questions whether tourists are allowed on the premises. Max states that they're not tourists, they're tenants.... As it is a Plumber Base.

He then stops in front of a "ROAD CLOSED" sign and he presses a button under the dashboard. The ground beneath them appears to be an elevator, which transported them to a massive underground facility. Gwen and Max travel the corridors of the facility and it's covered with hundreds of compartments. Max opens several of them, and they contain devices, which don't appear to be human technology. Max finds the compartment he was looking for. He removes a rather large and deadly-looking weapon from it.

CRACKLE!CRACKLE!CRACKLE

Ben's POV

On Vilgax's ship, Vilgax is still surprised that the welder of the Omnitrix is nothing but a mere child, though he realizes that it fits very well with the Omnitrix even though it's being used as a play toy.

" Honestly, it's more baffling given your mastery over it , especially for such an inferior race ... "

"Says you H.e.n.t.a.i face. I've used it to help people. What would you have done with. "

I am affixed to Vilgax's extraction device in human form. Thankfully healed when I reverted.

My right hand and legs are restrained to energy and his left arm is in a cylinder to extract the Omnitrix preventing me from transforming.

Vilgax doesn't seem care and describes his plan to Ben. He says that the Omnitrix is the key to a power struggle, so ancient, so vast, that it's beyond my comprehension.

Sure , whatever.

He says that " I'll to succeed an army where each member wears the Omnitrix. With it I'll rule the universe ! And the only thing standing between me and my destiny is you ...."

An array of tools then rises up from the floor around me.

3rd POV

At Mount Rushmore, the RV emerges from the elevator that led to the underground facility. Max explains the specific function of the weapon retrieved earlier. It's designed to destroy Vilgax, and only him alone. Gwen then pushes a button in a compartment on the dashboard.

Gwen pushes it, and holographic display shows up. It's a GPS-assisted tracking system, specifically designed to pinpoint the Omnitrix's location. Gwen then takes the job to navigate.

Meanwhile, Vilgax tells his crew to take off, and he plans to destroy Earth once they get into orbit.

Gwen and Max find the ship ready to take off. Gwen wants to know how they'll get aboard, but Max just smiles, and he presses another button on the console that flips out of the dashboard. The RV's bumper extends and it spreads out. The RV then accelerates at a significant rate, which then allows them to fly into Vilgax's ship after driving it off the cliff.

Vilgax is holding a rather large energy blade.

BEEP

BEEP

He was then interrupted by beeping, which came from the RV.

CRASH

BAM

It crashes through the wall, and runs through two of Vilgax's crew, and Vilgax himself. The computer then warns of a hull breach and a power surge. Vilgax was thrown into a metal door and then Max backs up and leaves the RV, carrying the giant weapon. He orders Vilgax to keep his claws off Ben. Ben is surprised to see Max, as is Vilgax.

" Tennyson...."

BA-BOOM

Max fires at Vilgax, and he's sent through the door. He drops the weapon and goes to check on Ben. Ben wonders if Max knows Vilgax, though he only replies that it's a long story.

CRACKLE!CRACKLE!CRACKLE

{ Error!Error!Error! }

The extraction cylinder that was holding the Omnitrix begins to crackle with electricity, and a power surge occurs.

SHOOOM !SHOOOM !SHOOOM !

Ben then unintentionally transforms into XLR8, then Diamondhead, then Wildmutt, before Max figures out what is causing it. Wildmutt transforms into Four Arms and breaks free from the extraction device and energy bindings through destroying them with his fists as Gwen covers him with mystic lightning blasts.

With Fourarms free of the extraction device, and drones arrive to deal with him. Fourarms tries to attack them,

SHOOOM !

But he transforms into Ghostfreak and passes right through them.

SHOOOM !

Ghostfreak then transforms into Grey Matter, and he disassembles one of the drones and hops to another.

SHOOOM !

Grey Matter transforms into Upgrade.

" Big on someone your own size ! "

Upgrade merges with the drone, and he manipulates it to slash through the remaining drones. During the fight, the ship begins to lose altitude. Max helps finish off another drone, and says that they need to get the ship under control. Upgrade is immediately impressed that Max has the knowledge to fly a ship, which distracts his attention off another drone. Gwen has become completely surprised for everything she has seen so far.

Grandpa Max tries to control the ship and Vilgax, unexpectedly, walks out of the room he was blasted into and grabs Max.

" AAAAGH ! "

He tosses him towards the breach in the hull. Max stopped just short of the edge and Vilgax walks over to begin crushing him. He says that the weapon no longer hurts him, since he's much stronger now than before.

" NOOOOO !"

" BEN !"

Upgrade finishes his fight with the drone and he tackles Vilgax through the hull breach. Vilgax is left to fall to the ground, but Upgrade's body was lightweight and stretchable, allowing him to float down safely to Mount Rushmore like a parachute.

Gwen and Max are still in the ship, and turn to the RV. Gwen doesn't seem too happy about having to be in it again.

SHOOOM !

Upgrade transforms into Ripjaws just as he reaches Theodore Roosevelt's face. Ripjaws is not pleased with the transformation.

' If I survive this , I soo got to fix the watch...'

He was able to climb to safety anyway, but unfortunately, he becomes dehydrated. Vilgax jumps to the top of Mount Rushmore and prepares to crush Ripjaws.

SHOOOM !

WHOOSH !

He luckily transforms to XLR8 and tries to attack Vilgax through sprinting into him, though ends up hurting himself. XLR8 points out that he'll feel that tomorrow, though Vilgax says that there is no tomorrow for XLR8. The cylinders in his arms grow and recede into his arms, increasing his muscle mass substantially.

BOOM

With a single attack directed at XLR8, Vilgax completely demolishes Theodore Roosevelt's face, though XLR8 dodges the attack.

{ Self-repair at 46% }

' Oh Thank Azmuth ! '

He throws a punch at on Vilgax, only to be grabbed by him and tosses him into a rock.

SHOOOM !

Diamondhead then emerges from the dust and fires shards at Vilgax. Diamondhead proceeds closer to him, but though attacking Vilgax until he breaks his hands off.

{ 67% }

A bleeding Vilgax then grabs him again and smashes him to the ground, which cracks his face.

SHOOOM !

Vilgax attempts to attack Diamondhead, but he transforms into Ghostfreak, making him immune to the attack.

He comments, " I loves the Omnitrix sometimes."

Ghostfreak then phases through the ground as Vilgax's ship passes overhead.

{ 89% }

CRASH

BAM

BOOOM

Vilgax's ship crashes while Max drives his way through the ship. He breaks through several walls and makes it to the ship's stern.

Ghostfreak watches the event taking place. Gwen and Grandpa Max make it out, though the RV is completely damaged. They hear a crash in the back, and they assume it to be Ben, Vilgax appears, leaving what make the noise unknown, and shortly thereafter, Ghostfreak arrives to find the RV empty. He passes through it, and he finds Vilgax holding Gwen and Max.

Ghostfreak transforms into Wildmutt, and confronts Vilgax. Vilgax offers him a choice: it would either be Wildmutt's family killed, or Wildmutt surrenders and gives up the Omnitrix. Wildmutt chooses to surrender to Vilgax.

' I'll escape later or self destruct the Omnitrix. '

Vilgax drops Gwen and Max, and he walks over to Wildmutt and reverts him back into Ben. He then takes Ben back to the crashed ship. Max warns Vilgax not to go back in the ship.

Vilgax thinks that Max is foolish, ordering him to not board the ship, but the computer tells Vilgax why he shouldn't. It seems that Max has activated the self-destruct launch mechanism and he drops Ben to attempt to try and shut it off.

He fails to do so, and with anger, he screams "TENNYSON!"

" You are a thorn in his side."

BA-BOOM

Vilgax is blasted again with the weapon by Ben.

" Guess it runs in the family."

The blast causes wreckage to fall on Vilgax and pins him down.

{ Self Destruct in 10 , 9 , 8 .... }

" NOOOOOOOOO ! "

{ Repair at 100% , Transformation function available .}

' Finally ' , Ben thinks .

Just before the ship explodes, Ben transforms into Heatblast as he runs off of the ship and escapes the blast through flying on a fire surfboard in the sky.

BA BOOM !

Vilgax, unfortunately for him, is left behind and the ship is destroyed.

Gwen and Max find Ben in a smoking crater, sitting on a pillar in the middle of it.

" Not bad ",Gwen says .

" Grandpa .... we need to talk ."

All three of them look up to the sky as pieces of Vilgax's ship fall to the ground.