It was the dead of night in Canterlot and Cosmic Town, where many humans and aliens were resting for the long day tomorrow.

But in one alleyway, a bunch of guys were loading something into the back of a truck. "Hurry up," the driver cried. "We need to get this stuff out of here before anyone finds us."

"Would you relax," one of the guys stated. "Nobody's gonna find us. And we need to be careful with this stuff. These aren't a bunch of DVD players or whatever. This is alien tech. Who knows what'll happen if we drop some of it. And once we sell them off, we'll be living on easy street."

"Sorry gentlemen!" The crooks jumped and looked up, shining their torches on a nearby roof. "Easy street doesn't have any houses for sale." Flash Sentry and Shining Armor stared down at them, Shining cracking his knuckles. "But we have a lovely little place for you to move into right away. Kind of cramped but the rent is insane."

"Damn it!" One of the crooks cried, "stop them!" The crooks pulled out a bunch of guns and Shining quickly brought out his Multi-Striker, transforming it into a shield that he held as he leapt off the roof. The bullets bounced off it and when he reached the ground, the shield unleashed a small pulse that acted like a cushion for Shining.

He quickly changed his weapon to a sword and started cutting the men's guns in half, whilst Flash activated the Ultimatrix.

"Time for Bushwhacker to whack you upside the head!" He slammed his hand down and in a flash, he transformed. But not into the alien he wanted. "Upgrade? Awe man!" More bullets came flying at him and he quickly melted into a formless bubble, which he used to dodge the bullets as he flew down the side of the building.

Upgrade wished he could take control of the guns, but since they were normal pistols they didn't have any electronics to connect to and control. As such, he reached the ground and returned to his humanoid form before firing a low level laser from his eye.

It slammed into one guy and knocked him back, sending his gun flying off, whilst Shining kicked another in the chest.

At the same time, one of the criminals in the truck dropped his gun and looked around. He quickly pulled open a crate and whistled. "This should work."

Upgrade stretched his arm out and used it to grab one of the crooks, forcing his arms down by his side and making him cry out as Upgrade lifted him into the air. He then threw the man away and he slammed into a wall, as he turned to the truck and saw what the criminal had.

It was some kind of rifle, which the crook carried like a gatling gun. The barrel was made up of three rectangular tubes, which glowed on the inside as he powered it up. And as he pointed it towards Shining, a ball of energy formed inside of it. "SHINING!" He ran over to him and as the crook fired and the ball went flying out of the cannon.

Upgrade pushed Shining out of the way and before he could try and defend himself, the energy sphere slammed into him and he was blasted backwards. "FLASH!" Shining cried, seeing the mechamorph be sent flying into a bunch of trash in the alleyway.

Shining quickly shot the crook a glare and as the weapon seemed to need a cool down, the Plumber raised his Multi-Strike blaster and fired. The stun blast hit the man and made him go limp, as the remaining crooks all charged at him.

As Shining fought, Upgrade moaned as his body practically turned to a liquid state. No matter how hard he tried, he couldn't make his body solid. The best he could do was raise his head, allowing him to see Shining fight. In less than a minute, Shining had almost all the criminals beaten.

The only one left was the driver, who leapt out of the truck and tried to get away. "Oh no you don't!" He forced his body to move, pulling himself out of the trash and sliding along the ground after him. And once he was close enough, he fired a beam from his eye that hit the guy in the back.

He cried out, as he was knocked forward and crashed into the ground. Shining finished off the other crooks as this happened and spotted Upgrade, the Plumber rushing over to his partner. "Flash, you alright?"

"Bit of a headache." His body slowly began to solidify again. "But it doesn't look like there's any permanent damage."

"You're lucky you were Upgrade when you got hit. That disruptor cannon would have done some serious damage, if it hit any of your organic aliens." The alien nodded, as he pushed himself up to his feet. He was still a little shaky, but he would live. "Better stay alien as long as you can. Upgrade should be able to walk off the effects better than your human body."

"Good idea," he nodded. "So what do we do with the truck of alien gear?"

"Take it back to base. That cannon wasn't a sanctioned piece of alien gear. An alien must have snuck it past customs and had it stolen before he could sell it." Upgrade nodded and with his body back to normal, he reached over and merged with the truck.

Transforming it into a hover capable vehicle, he took off into the air and flew it towards the base. Meanwhile, Shining began to place the crooks in capture cubes for transport. Once the last one was detained, he began to make his way out of the alley.

But neither he, nor Flash, noticed that Upgrade had left something behind.

In his bid to stop the criminal, Upgrade had pushed his body beyond the point it was ready to move. As such, a large blob of black and white liquid remained on the ground. And it was moving.

The next day.

It was lunch time at CHS and Flash, Trixie and the Rainbooms were all enjoying their meals whilst Flash explained what had happened the previous night. "Are you sure you're okay?" Fluttershy asked, fearing the disruptor cannon might have hurt him.

Flash nodded. "Clawcer made sure I got checked out after I reported what happened." He took a bite of his burger. "As far as the computers can tell, I'm in perfect health."

"Good thing you were Upgrade," Rarity repeated what Shining had said.

Flash nodded. "Guess the Ultimatrix giving me the wrong alien, can have its benefits."

"Why did you stay as Upgrade?" Rainbow asked. "You've been able to change aliens for a while now. Why stay as Upgrade if you wanted something else?"

"Changing aliens isn't easy, you know." Flash reached into Pinkie's hair and pulled out a bag of marshmallows, which he quickly opened. "Three times three?" He threw one at Rainbow and the girl barely managed to dodge.

"Hey!"

"Two times four?" He threw another and another, Twilight catching them whenever they flew past Rainbow. "Five times five?"

"Thirty!" Rainbow finally replied, but got hit in the face.

"Wrong," Flash stated. "That was just basic Math with marshmallows flying at you. Try focusing on an alien, whilst bullets are flying at you. Much trickier."

"Okay," Rainbow nods, "I get it." She pulled the marshmallow off her face and threw it into her mouth, as Twilight returned the others to the bag. "Still, you've gotta find a way to change aliens in a pinch."

Flash sighed, "I need Master Control." The others were about to ask what Master Control was, only to suddenly hear a loud crashing sound coming from outside.

Flash quickly jumped to his feet and ran for the exit, the girls following behind with Pinkie being last after stuffing her face full of food. When they got outside, they ran for the road and spotted what had caused the commotion. A motorcycle.

But this wasn't any ordinary motorcycle, as it was driving around on its own without a rider. And whenever it reached a car, it managed to slam into it and knock it flying into the air. "What is that thing?" Rainbow asked, as Flash took a closer look.

As he did, he recognised the black and green pattern the bike had. And when it suddenly grew a pair of wings, he instantly knew what it was. "A mechamorph!" The others heard this and realised he was right, as the bike took off and flew up into the air.

"What's a mechamorph doing here?" Twilight tried to grab it in her magic, but the bike was too fast. "You think it's that one we caught a while back?" Flash frowned, unsure how to answer it.

"Who cares." Rainbow touched her geode and ponied up. "We've gotta stop it!" She leapt into the air and flew after the bike, her speed being just as fast as the bike's. And after a minute of chasing it, she managed to grab the handles and pull herself onto its seat. "Joy ride's over!" She tried to wrangle the bike under control, but it refused to obey her command. She even tried the break, on a whim, but it had no effect. "Come on!"

Down on the ground, Flash activated the Ultimatrix and started cycling through his aliens until he found a flyer. "It's hero time!" He slapped the dial down and in a flash, he was transformed. "Terraspin!" The giant turtle retracted his head into his shell and started spinning his fins, morphing into a propeller that sent him skywards.

He flew up towards the bike, as the machine moved around in random directions to try and throw Rainbow off. And after a few attempts, it finally did so and she was thrown over the handlebars.

"WHOA!" She cried, as Terraspin got below her and caught the girl on the back of his shell. "Ugh!" She looked around and smirked. "Thanks for the save." She was suddenly reminded of her pet tortoise and nodded. "You know, I think this one might be turning into my favourite alien."

Terraspin was about to reply, only for the bike to curve around and shoot towards them. "Hold on!" Rainbow did so and the alien tilted away, the bike shooting past him before curving around again. He dodged it again, then again and again before getting bored of this. "Alright. Let's try this another way."

The bike flew around and charged again. But this time, Terraspin pulled himself upwards above the bike and unleashed a blast of wind straight into it.

The bike seemed to be taken by surprise by this, as it was pushed towards the ground and soon crashed into the road. And as Terraspin flew down, keeping his air blast on the bike as strong as he could, Twilight found some rope nearby and ran over with it.

She quickly threw it at the bike, using her magic to tie it up. The wheels, handlebars and a few other areas, which locked it in place even after Terraspin pulled away from it. And as Rainbow leapt off, he landed and changed back to human. "Did we get it?" Rainbow asked, as they stared at the bike.

But then the mechamorph flew off the bike, the bike returning to normal whilst the alien began to take shape. And when it did, they were all shocked by what they saw.

The Mechamorph was half the size of a regular one, looking more like a child than anything else. But what really shocked them, was its head. For instead of the regular mechamorph head, this one had the head of Flash Sentry. It looked just like him, though it was black with green lines on his face and white hair.

They all stared at the alien in shock, having no idea what the heck they were looking at. The girls slowly turned their attention to Flash, who was just as shocked by it. "What the heck am I looking at?" He asked, as the girls stood there and stared at the Flash mechamorph hybrid.

But before anyone could do anything, something suddenly shot over towards the alien.

It was some kind of metal disk and when it attached to the mechamorph's back, the poor thing suddenly started crying out as its body suddenly lost control of itself. Its arms split into multiple tendrils, whilst its legs melted into a single gooey mess.

"What's happening?" Sunset asked, only for them to then notice someone walk onto the scene. A Plumber.

Flash was about to ask if it was Shining, but the guy was too short to be Shining. And before he could ask what he was doing, the alien agent moved over to the mechamorph and pressed something on his belt.

The next thing they knew, a strange looking device appeared on his back. One which looked like a leaf blower with a vacuum hose. He quickly pointed it at the mechamorph and activated it, creating a sucking force that pulled the poor thing into the hose.

"What are you doing?" Flash asked, as the Plumber sucked the entire alien into his device.

"My job." As he kept sucking it up, Flash noticed the machine had a glass container on the back. And the blue and white liquid was soon deposited into it, the Plumber eventually turning off the machine and hitting a button on the controls. He then removed the machine and carefully took the jar off of it, revealing it now had a lid on the top.

Flash rushed over to it, as the alien inside tried to escape now that the disk was no longer causing it any trouble.

Its head reformed and it stared at Flash, the teen still wondering what the heck had happened. "We need to get to the base," he told the girls. "Clawcer might be able to tell us what this thing is." He turned to the Plumber in question, who reached up and pressed the side of his head.

The helmet disappeared and revealed a human with silver skin and blue hair. "Name's Steel Sweeper."

"Oh yeah," Flash nodded. "I think I've seen you around the base. Anyway, can you give us a ride to the base?" The Plumber frowned, as he turned to the girls. "Come on. Clawcer might want to hear their side of the story."

"Fine. But if I get in trouble, I'm throwing you under the bus." They all nodded and despite school still being in session, they all headed to where he had parked his Plumber vehicle.

As it turned out, Clawcer did want to hear the girl's side of the story.

Flash was so focused on his mechamorph lookalike, he couldn't give a detailed explanation of what had happened before Steel showed up. Twilight and Sunset did that, whilst they were all in one of the Plumbers labs.

Clawcer was mentally controlling a bunch of the machines, using them to scan the creature inside the jar. Shining had also arrived and was just as surprised by the creature. "What is it?" He asked, everyone else wishing they knew the answer.

"It's obviously a mechamorph," Clawcer replied as he brought up the scan data. "But unlike any mechamorph I've seen. Its nanite circuitry is infused with human DNA." He turned to the alien hero, "Flash's DNA."

"What?" Flash cried, as he turned back to the jar. "How the heck does this thing have my DNA?"

Rainbow turned to Flash, giving him an odd look. "You haven't been using the Ultimatrix for...other things, have you?" Flash wondered what she meant, but quickly caught on and looked disgusted.

"Seriously?" He glared at her, "you think I'd use it for that?"

"Hey," Sunset laughed, "the Omnitrix was made to help with interspecies relations. What better relations are there than that?" The other girls laughed, whilst Shining and the Plumbers gave Flash a weird look.

"Nothing like that has happened," Flash stated. "Now can we please focus on how this thing came to be. Do you think someone was trying to mix my DNA with an alien's? Like what Tirek tried to do?"

"No," Clawcer told him. "This thing has no indication that it was engineered. It was clearly born the same way a normal mechamorph is born." His eyes then went wide, as he snapped his claws together. "Of course. It's obvious." He turned to Flash. "Don't you remember which alien you were last night?"

Flash frowned, then went wide-eyed. "Upgrade. You mean that disruptor thing did this?"

"Exactly," Clawcer nodded. "I'm only guessing at this moment, but I'm willing to bet that getting hit by it caused you to accidentally detach a small part of yourself from your main body. Somehow, that small piece managed to develop some form of consciousness."

"How is something like that possible?" Rarity asked, as Twilight turned to her.

"Actually, that's how mechamorphs reproduce. They detach parts of themselves and program them. The state of the mechamorph is based on how much effort the original made into the programming."

"Exactly," Clawcer nodded. "Many mechamorph spawns come out with limited intellect, because their original didn't program them properly. They mostly act like animals unless they're reprogrammed."

Flash took a closer look at his mechamorph doppelganger, his head spinning. "So this thing was spawned from me?" Clawcer nodded, as Pinkie spoke up.

"So...does that mean it's basically Flash's child?" Flash started sweating, fearing that he might have just become a teen parent before he was ready.

"It won't be anything for long," Clawcer told them. He stared at the scan data and frowned. "That's not good. Not good at all."

"What's wrong?" Fluttershy asked, fearing Flash's spawn might be in danger or something.

"This mechamorph was spawned by accident, using nanites that were being affected by the disruptor cannon. It hasn't been properly programmed and its body is highly unstable. Getting hit by that magnetic field disk didn't help the process." Everyone turned to Steel, who frowned.

"What? I was doing my job."

"Yes," Clawcer nodded, "and now we need to do our other job. Saving lives. If we don't find a way to stabilise this mechamorph's matrix, it'll eventually be unable to maintain any control over its nanites and break apart." This worried everyone, as the mechamorph continued to try and break through the glass.

"So what do we do?" Shining asked, as Clawcer began to grab several pieces of machinery.

"I think I can whip something up to stabilise it." Everyone smiled, "but it might take a few minutes." But as he said that, the mechamorph's struggles inside the jar grew more and more out of control.

"Hey!" Steel rushed over to it, "relax." He picked it up, "we'll have you fixed up in no time." But the mechamorph suddenly thrashed about and hit the side of the jar, causing it to jolt in his hands. "Whoa!" Steel suddenly found it slip out of his grasp and as he tried to grab it, he failed and the jar shattered on the ground.

Everyone gasped at this, as the mechamorph was freed and didn't waste any time.

It began to slide along the ground, as everyone else tried to grab it. But none of them could and the alien leapt over to a piece of Plumber tech that looked like a calculator with more buttons. "Don't let it touch any tech!" Clawcer's orders couldn't even finish before the mechamorph hit the calculator and merged with it.

Flash ran over and tried to grab it, but the device suddenly grew wings and a thruster.

The machine shot off, flying off the table and shooting towards the door. And before anyone could stop it, the mechamorph shot a laser from the front and blasted a hole in the door. One that it used to escape into the main area of the base.

"Stop that thing!" Clawcer cried. "The more it uses its abilities, the more its matrix will destabilise!" They all nodded and ran after it, as the machine flew through the hallway blasting anything that got in its way.

Rainbow tried to use her super speed, but the mechamorph swerved around a corner before she could grab it and she skidded along the ground before tripping over. The others ran after it, Fluttershy staying back to help Rainbow up, as the mechamorph flew into the main control room.

Shining quickly opened up his coms. "Emergency. Out of control mechamorph in the control room. Do not use any form of weapon on it." The alien was so unstable, Shining didn't know if it could survive getting blasted.

The Plumbers stared at the mechamorph, as it flew around the room clearly trying to figure out what to do next.

As the others got into the room, the alien finally expelled itself from the calculator and flew towards a nearby wall. And as soon as it touched it, it merged with the machinery and started spreading through the entire base.

"That's not good," Flash gulped. "This thing could turn the whole base against us!" He expected the security system to switch on and attack them. But it didn't and instead, the mechamorph's body retracted from the rest of the room and moved upwards towards the roof.

Everyone watched, as the blob practically melted into the ceiling and disappeared. "It's heading outside!" Shining cried, as everyone ran for the transporter pads.

Outside the base, some Plumbers had just arrived in their vehicle and parked up.

As they headed for the entrance, a black and white blob shot out of the doorway and flew past them. They both leapt back and spun around, as the blob hit their car and merged with it. They quickly took out their blasters and attempted to shoot them, but the mechamorph transformed the car into a flying vehicle and took off. They fired, but their blasts all missed.

Moments later, Flash and the others ran out of the building. "Mechamorph?" The hero asked, as the Plumbers pointed at the retreating object. "Quick!" He ran for his car, Twilight, Sunset and Rarity getting in with him.

Shining used his hard-light rod to make his own car, which the other girls climbed into. And as they raced off after the mechamorph, the Plumbers shared a look wondering what was going on.

"Where's it going?" Rainbow asked, as they tried to chase after the mechamorph whilst it flew above the traffic they needed to skirt around.

Shining tried to bring up a map of the town and figure out where it was heading. "If it keeps going this way...it'll reach Cosmic Town in no time."

"That makes sense," Twilight nodded. "It can probably sense the higher level of tech over there." She frowned. "This is bad. If that thing manages to connect to a ship, it could take off and we'll never get to it in time." The others nodded, as they watched the mechamorph disappear. Some of them were seriously wishing they had gotten into an airborne vehicle to give chase.

At the space port, multiple ships were currently parked in the landing zones whilst being loaded, unloaded and refuelled.

One ship had a bunch of aliens that were about three feet tall, having hunched backs, pink skin and large goggles over their eyes. They also wore mining equipment, the aliens unloading a bunch of crates full of some kind of rock.

The captain was holding a clipboard, staring at it whilst watching his crew move the boxes in and out of the ship. "Get those new drills loaded up. We've still got plenty of ore to mine."

Another mining alien panted, as he wiped his brow. "How many drills did we go through on this last dig?"

"Sixteen," the captain replied. "We barely made any profit because of all those breaks. That asteroid is too strong."

"Maybe we should get a stronger drill," another alien suggested. The captain sighed.

"Already tried that. The next strongest drill is worth more on its own than twenty of these drills. No way we can afford to buy one of those." The other miners sighed, as they got back to work. But before any of them could really do anything, something happened that took them completely by surprise.

Out of nowhere, a vehicle crashed out of the sky right beside their ship.

They all leapt back in shock, as the car skid across the ground and became a wreck. An unintelligent cry of pain filled the air, as it came to a stop and they all noticed what the car was. "A mechamorph?" One asked, as the bionic alien melted off the destroyed car. "What's it doing here?"

The mechamorph remained still for a moment, then suddenly shot into the air and hit their ship.

They all cried out, as it began to merge with their ship and threatened to take it over. "Stop it!" The captain yelled, as the miners rushed to try and save their ship. Some tried to grab the mechamorph and pull him off, but that didn't work. Others ran to the cockpit and tried to take control, but the mechamorph was already starting to override the systems.

Then, finally, one of the crew grabbed an electronic stick and jammed it into the mechamorph.

The poor creature cried out, as its body was electrified. It quickly shrank back down, as its body was constantly zapped by a few hundred volts. And finally, it lost its grip on the ship and fell to the floor. It twitched as it lay there, sparking whilst having trouble remaining solid.

"What's with this thing?" One miner asked, as the captain pocked it with a stick. "Did the electro shock damage it?"

"Maybe," the captain nodded before a smile appeared on his face. "Oh, I just had the best idea." The others looked at him, as he chuckled. "Get this thing up onto a table. We've got work to do." The others wondered what he was planning, but followed his lead. They knew their captain was always looking for ways to keep costs low. If this mechamorph could do that, they wouldn't complain.

Flash and his friends had arrived at Cosmic Town and were asking around, trying to find anyone that might have seen the mechamorph fly by.

Shining had headed to the shipyard, whilst Flash and the girls were asking around. "A mechamorph?" Telsa asked, as she swept the ground outside the store. Flash waited, as she thought for a moment. She then shook her head. "Sorry. I haven't seen anything like that."

"Ahh!" Flash groaned. "This is bad. If we don't find it soon, it won't last long enough for us to help it." Twilight walked up, having also asked around. "Anything?"

Twilight sighed, "nothing." Flash frowned and took out his phone, quickly calling Shining's badge.

"Hey. Found any sign of it?"

"Not yet," Shining replied. "I asked a bunch of ship captains, but not one of them has seen anything like that. But this place has so much alien tech, there's no way the mechamorph couldn't be here. We've just gonna keep looking." Flash nodded and hung up, as they kept running around searching for any sign of the mechamorph.

Rainbow and Fluttershy were asking around in another street, whilst Pinkie and Sunset were talking to a bunch of alien kids. Rarity and Applejack both went into multiple different shops, but none of the residents had seen anything.

"How do they not notice a flying car shooting over their heads?" Flash asked, as he and Twilight kept running through the town.

"This entire area is full of flying vehicles," Twilight pointed upwards and Flash noticed the many ships flying overhead. "They've probably learned to tune them out." Flash groaned, realising she was right.

He was so used to being extraordinary in an ordinary world, so kept forgetting these aliens were used to flying cars and big monsters showing up. He needed to remember this for the future. "Great. Guess it figures this thing would be able to get into trouble easily. It's got my DNA. A regular chip off the old block. Or computer chip off the old block." As he said these worlds, Twilight's eyes widened.

"Flash, that's it!" She laughed and grabbed the Ultimatrix. "How do you use the communicator function on this thing?" Flash raised an eyebrow, but showed her how it worked.

Back at the base, Violet Rain was on monitor duty when she got a field call. "Control," she replied.

"Hey," Twilight spoke through the communicator, "can you track a DNA sample? Even if it's on a creature that's having a few defects?"

"Yes. So long as we have the DNA on record, I can scan the entire city for it. Why?"

"We need you to find Flash's DNA signature. If I'm right, you should end up finding two different signals with it." Violet hummed in confusion, but did as she was asked to. She used the base's sensors to send out a scanning pulse, analysing every DNA sample in the city. And eventually, two signals were found.

"You were right. I've got two signals. How'd you know?"

"The mechamorph has Flash's DNA. I'm with him right now on Acamar Street. Is one of them there?"

"Yes," Violet nodded. "Which means the mechamorph is the other signature. I'll send it to Flash and Shining's badges." She quickly got to work, as she cut the call and forwarded the location.

Shining quickly got the message and opened it up, getting the instructions and the location data.

"What? The Mechamorph is here?" He quickly followed the signal and made his way through the shipyard, eventually arriving at a ship he had overlooked before. But now that he was there, he noticed the ship's cargo hold was closed and there weren't any fuel pumps connected to it. "So what's it still doing here?"

He walked up to the ship and connected to its onboard communicator. And after a few moments, someone answered. "Yes, what is it?"

"Plumbers," Shining stated. "I believe there may be an injured alien on your ship. I need to find it."

"There's no alien here. Just us fodienites." The call was cut and Shining frowned before taking out his badge, holding it up and sending out a pulse that would allow him to override the ship's controls. Once that was done, he unlocked and opened the cargo hold.

It was at this moment that Flash and Twilight arrived, Flash having zoomed in as XLR8 with her in his arms. "Shining," he changed back to human, "what's happening?"

"I don't know. But I know the mechamorph's in that ship." Once the cargo door was open, the three headed up into the ship.

In the most inward part of the ship's cargo hold, the mining aliens were all busy doing something to the poor mechamorph spawn.

The captain had something hooked up to the poor thing's chest, using a computer to make the device spark and cause the mechamorph to jolt. "Almost done. Once this is complete, this thing will make us a bunch of money." But as he said that, someone stepped up from behind a crate.

"Freeze!" Shining pointed his blaster at them, "what are you doing to that mechamorph?" The aliens all leapt away and held up their hands. "Answer me!"

"We're just...helping fix it," the captain stated. "The poor thing wasn't doing too well."

Flash and Twilight stepped out and frowned at them, as Twilight looked over at the machine. She gasped, obviously knowing what it was and it wasn't good. "That's not fixing him. That's reprogramming him. It'll lose what little consciousness it has."

Flash and Shining, both amazed she was able to discern that with a look, got into a fighting stance with Flash transforming into Vapaw. "What makes you think you have the right, to forcibly reprogram him?"

"Oh, please." The captain laughed. "Like you don't intend to do the same thing. I'm just making use of a piece of damaged tech. Once it's reprogrammed, I'll be able to upgrade all my equipment to S tier state and make a ton off my mining operation.

"We're not gonna let that happen," Shining stated. "Let him go."

The miner smirked. "I think not." As he said that, the mechamorph suddenly started glowing. The green lights on his body glowed for several seconds, indicating his activation, only to then change colour. Slowly, every green part of it changed to bright red. And once all of him was red, the machine on his chest suddenly melted into its body.

Shining, Twilight and Vapaw all frowned, as the mechamorph sat up and showed little to no emotion in its eyes.

"What have you done to it?" Twilight asked, as the miner captain laughed.

"Nothing you need to be concerned with. He's ours now, so get off our ship and let us begin our mining work."

Shining scanned the mechamorph with his visor, finding that the reprogramming had done nothing to fix its damaged matrix. "If you leave with that thing, he's going to die."

"Oh well. Better get as much work out of it as possible." Vapaw growled at this, clearly not happy his spawn was being treated like this. "Last chance. Get lost."

"Not gonna happen," Shining stated. "We're taking that mechamorph with us." The miner frowned before taking out some kind of remote, which he pressed several buttons on causing the mechamorph to stand to attention.

"Attack." The next thing they all knew, the mechamorph's body rippled and grew larger. In seconds, it was ten feet tall and looked like it was wearing some kind of mechanical power suit. His Flash head was concealed within a helmet, with a red visor that covered the entire face.

Wings grew out of its back along with a jetpack, which ignited and launched the alien forward.

Vapaw acted fast and pushed his friends out of the way before the mechamorph slammed into him, the two flying through the ship until they shot out of the cargo hold.

"Stop it!" Vapaw cried, as the mechamorph started punching at him. He grabbed his arms and held him tight, as they slammed into the ground and skidded along it. Eventually, the jetpack stopped firing and the mechamorph had Vapaw pinned to the ground. "Let us help you!" The mechamorph kept trying to punch him, but his hold on its wrists were tight.

But then, part of the mechamorph's chest reshaped to form a tiny blaster.

"Uh oh!" As the blaster charged, Vapaw managed to get his feet onto his stomach before throwing him off. The laser then fired and missed, but blew a large chunk out of the ground.

The smoke lion alien rolled back onto his feet, as the mechamorph landed and started charging its attack again. But before it could fire, Vapaw unleashed a blast of smoke that filled the area. This blinded the mechamorph, who tried to locate him with little success.

Then, suddenly, something shot out of the smoke and clawed at the mechamorph's chest.

This made it stagger back, as the predator disappeared into the smoke again before attacking from behind. It then attacked from the side, front, back, back again and the side once more with impressive speed. Each attack caused the mechamorph's battle form to be ripped apart, as it staggered around.

But before Vapaw could attack again, the mechamorph's right arm suddenly transformed into some kind of giant fan. And as the blades started spinning, the smoke was pushed away from it and cleared the area. Vapaw frowned as he was revealed, growling at the mechamorph as it fired its laser at him.

"WHOA!" He leapt into the air, barely avoiding getting a part of his fur shot off. He tried to unleash more smoke, but the fan kept it from blocking the mechamorph's vision. This wasn't going to be easy.

Back in the ship, Twilight and Shining found themselves under attack themselves.

After the mechamorph had grabbed Flash and flown him out of the place, the mining aliens had grabbed a bunch of mining equipment. One such tool was a small laser torch, designed for cutting ore into smaller pieces. But with the safety off, it turned into a rather nifty laser blaster.

The siblings leapt behind a crate, as Shining opened a come to the base. "Agent Armor to base. We're under attack from a group of fodienites that are attempting kidnapping and assault. Send backup."

Twilight looked around the crate and almost got her head shot off, the girl ducking back down whilst trying to focus on the laser. "Never done this without looking." She held her geode and flicked her hand, causing a crate beside the alien to suddenly go flying into the air.

"Ha!" The captain laughed, "nice try." As he said that, he kept messing with the remote in his hand. Giving the mechamorph a bunch of orders, hoping to take out Vapaw and return.

Shining took out his Multi-Striker and changed it into a shield, the siblings nodding at one another before he jumped up and Twilight got behind him.

The alien fired another laser, but Shining's shield blocked it. This allowed Twilight to look through the shield and grab the laser in her magic, attempting to pull it out of the miner's hand. But the alien managed to hold on and was lifted into the air, whilst the others ran forward with buzzsaws, pickaxes and other tools.

Shining motioned for Twilight to leave, his sister doing so with him constantly shielding her until they were out of the ship.

The miners charged after them, clearly realising Shining had locked them out of their ship's controls. The only way off the planet, was to get Shining's badge and switch it off. But that wasn't happening.

The miners charged and Shining changed his weapon to a sword, the Plumber using it to cut the tools apart and allow Twilight to throw the miners back. The one with the laser had been released and was firing again, but a diamond shield suddenly appeared between them and the siblings.

Twilight looked around and spotted her friends, the lot of them running forward having ponied up.

Rainbow quickly sped forward and knocked several of the miners down, whilst Applejack threw one of Pinkie's explosive cupcakes at them. The blast that followed was intense, knocking several of them down.

The miners growled, clearly not liking how things had turned out. And it was only going to get worse for them.

Back with Vapaw and the mechamorph, the alien lion charged forward and attempted to attack without his smokescreen.

He got in closer and tried to slash at the mechamorph, but it leaned back to avoid the slash. He then swung his tail around, wrapping it tightly around the alien's leg before attempting to yank it out from under it and throw it off ballance. But the mechamorph was clearly stronger and instead of being pulled off its feet, it activated its jetpack and shot into the air.

"WHOA!" Vapaw was suddenly pulled skyward and before he could release his tail, the mechamorph cut its jets and slowed down. And as Vapaw kept going up, it used gravity and its own strength to deal a super strong kick right into his chest. "GYAH!" Vapaw's tail came off and he was thrown down towards the ground, smashing into it and breaking the concrete beneath him.

As he lay on the ground, he groaned whilst the mechamorph began to fly down.

But as Vapaw picked himself up, the mechamorph suddenly started thrashing around and made several horrible noises. It sounded like a modem dial tone, mixed with static and chalkboard nailing. The mechamorph fell to the ground and staggered around, as its body sparked.

"Not good." Vapaw frowned at this sight. "He's not gonna last much longer." Once he was fully stood up, he spun the Ultimatrix sideways. "Time to go Ultimate!" He slapped the dial down and in a flash, the spikes appeared before a green light began to spread across him.

In a flash of light, his body completely transformed. He was now standing on two legs and was covered in armor, a dark gray helmet covering most of his head whilst keeping his now purple face visible. The helmet was styled like a metal mane, with several tubes running along it. His chest, which had the Ultimatrix on it, was covered in silver armor along with his stomach and shoulders. His stomach and upper legs were covered in a black rubber armoring, whilst his upper arms were bare.

His lower arms and legs were covered in metal tubes, the same colour as his mane, with the tubes from his mane running down his arms and legs into the back of the tubes. The front of the arm tubes had a bunch of nozzles that looked like they could spray something out, whilst his fists were covered in black gloves

His feet now looked entirely mechanical, looking the same silver colour as his chest armor, whilst his tail looked almost the same as his normal form. The only difference was the tip, which had dark gray metal covering it that opened up to reveal several nozzles. The very tip of it had two small blades that looked like they would snap together at a moment's notice.

The now bipedal alien stood tall and swung his arms around, causing gray smoke to spray out of his new gauntlets as he yelled out his name. "ULTIMATE VAPAW!"

The mechamorph stared at him, clearly confused about what had just happened.

Ultimate Vapaw used this confusion to run forward, his now mechanical legs giving him incredible skills. Within seconds, her was right in front of the mechamorph and threw a punch right at it, slamming it in the chest with impressive power.

The punch knocked the mechamorph back, as its laser fired. But instead of trying to dodge it, Ultimate Vapaw raised his arms and spun the barrels of his gauntlets. When the laser hit one, it was reflected upwards harmlessly. Ultimate Vapaw then charged again and dealt two more punches before spinning around and slamming his foot into its chest.

The mechamorph sparked, as it once again fired its jetpack and took to the air. But Ultimate Vapaw wasn't stopped by this and threw another punch into the air, this one causing a green mist to be shot out of the gauntlets. This mist shot up towards the mechamorph and completely surrounded it.

And before the mechamorph could use its fan, Ultimate Vapaw spun around and flicked his tail into the end of the green gas. The metal on the end of the tail then snapped together, creating a spark that caused the whole thing to ignite.

A trail of fire flew up to the mechamorph and caused it to blow, the explosion rocketing the machine away and causing it to crash into the ground.

As this was happening, a vehicle belonging to the space port was driving by. When the mechamorph slammed into the ground, the alien driver pulled itself to a stop. He was shocked by the mechamorph's sudden appearance, that shock turning to fright when the alien picked itself up and turned to it.

As Ultimate Vapaw ran forward, he heard a scream and saw the mechamorph grab the vehicle and start to absorb it. It was using the machine to repair itself, the Ultimate Alien not allowing that to happen. He doubled his running speed and when he reached the mechamorph, he threw a punch and unleashed a blast of blue mist from his gauntlet.

The mist suddenly covered the mechamorph's arms and as soon as it did, the alien felt its arms becoming ridged and cold.

The mist faded and revealed that it had created a massive ice chunk, keeping its arms from absorbing any more of the vehicle. And before the mechamorph could do anything, Ultimate Vapaw leapt at it and slammed his foot into its chest.

The machine was knocked staggering back, its arms breaking off from the frozen part, leaving it open to be taken down.

In another part of the shipyard, a battle was still taking place.

Shining and the Rainbooms were making quick work of the aliens, who quickly found their weapons getting destroyed. Rarity was using her shields to block the laser, whilst Rainbow ran around and knocked the tools out of their hands. Twilight then pulled those tools away and Applejack threw Pinkie's treats all over the place.

Sunset and Fluttershy were watching from a safe distance, being ready to yell out if they saw any kind of sneak attack or trick.

Eventually, the only miners armed were the captain and the alien with the laser blaster. And as the alien turned the tool up to full power, Rarity created a wall of gems behind him and managed to pull them forwards.

They slammed into his back and he was thrown forward, crying out as he was knocked to the ground and accidentally dropped the tool. When it hit the ground, it fired a laser that shot up and almost struck a fuel tanker. But Rarity was able to put up a shield at the last seconds and block it, the laser, bouncing off and shooting into the sky.

Twilight summoned the tool to herself and now the miners were all defenceless, Shining pointed his stun blaster at the captain. "Give us the remote." The alien frowned, as his eyes shifted between them and the remote in his hand.

He then typed several commands into the device before dropping it, Shining running over to him only for the alien to raise his foot and smash it down on the device. "NO!" Twilight cried, as Shining stunned the miner.

The others tried to escape, but Rainbow quickly rounded them up and Rarity put them in a dome.

Twilight ran over to the remote and picked it up, finding it was smashed beyond repair. "No. There's no way to stop the control device now."

"Won't it just switch off?" Applejack asked, as Twilight frowned.

"Does your TV switch off if you break that remote?" The others understood and a nearby explosion caught their attention. Flash's fight was still going on and unless he found a way to get rid of the control device, the mechamorph wouldn't stop attack until there was nothing left to destroy, or the poor thing couldn't go on any more.

Ultimate Vapaw threw several more punches into the mechamorph's body, doing as much damage as he dared before leaping back.

The mechamorph let out the horrible noise again, as its body sparked and had some kind of seizure. And before it could recover, Ultimate Vapaw thrust his hands forward and unleashed a blast of white smoke that flew towards the mechamorph.

The smoke quickly began to surround it and slowly, it solidified into some kind of foam. And when the last of it faded, the mechamorph was practically encased in the stuff. Only its visor seemed to be free, as Ultimate Vapaw moved over to it.

He raised his gauntlet and only one of the nozzles spayed a black gas, which caused the foam to melt away and reveal the mechamorph's chest. "I'm really sorry about this." He punched into its chest as hard as he could, the mechamorph screaming as it tried to thrash about.

But before it could fight back, Ultimate Vapaw grabbed something and pulled.

That something was the control device, which he pulled out of the mechamorph whilst a trail of white stretchy stuff came out with it. But then, the substance snapped and the control device came free.

As Ultimate Vapaw dropped it, crashing it beneath his feet, the mechamorph's body began to melt out of the foam cocoon. The red parts of it reverted back to green, but it was clearly in a bad way. It didn't reform and formed, remaining a puddle that spread out along the ground.

"No," Ultimate Vapaw knelt down. "Come on. You're stronger than this." As he said that, Shining and the girls ran up to him.

"Flash!" They saw him and despite him being in an entirely new form, they recognised Vapaw's face and saw the mechamorph. They all gasped, Fluttershy looking ready to start crying. "We have to get it back to the base."

"Let's get them to teleport us," Rainbow spoke up.

"No," Twilight shook her head. "In that state, teleporting could kill it!" The others frowned, as the Ultimatrix beeped to show Ultimate Vapaw timing out.

"We've gotta do something!" Flash cried, as he turned back to normal. The others were trying to think and Twilight spotted a nearby jar of ship parts, which she quickly emptied out before floating over to her.

"Rainbow, get ready to run as fast as you can go." Rainbow nodded, as Twilight put the jar down and slowly lifted the mechamorph up and into it. The jar was a little small for it, but she managed to get all of it into the glass container before sealing it shut.

As soon as it was shut, Rainbow grabbed it and took off fast enough to create a wind that almost knocked them all over.

As they regained their footing, Shining activated his coms. "Violet. Lock onto my signal and teleport us all back to the base." Not ten seconds later, the lot of them disappeared and reappeared within the base's main control room.

They all ran for the lab Clawcer had been in and when they arrived, they found him hard at work building a device. "Where's the mechamorph?" He asked.

"On its way," Twilight explained. "It was in a really bad state when we got it. If we teleported..."

"No need to explain. You were right not to do so. There's no telling what the process could have done to it. Hopefully, it'll get here before it's too late. And hopefully, I can get this thing working before then."

Twilight looked around and took in the device, which had several parts connected to a computer that formed a large box with some kind of satellite dish on the end of it, pointing towards the ground. And as she looked closer, she slowly realised what each part was meant to do.

As Clawcer was using his electricity to weld two parts together, he noticed a purple glow and looked around. Twilight was lifting the remaining parts of the machine into the air. "What are you-" He didn't finish, as Twilight placed the parts in the spots they needed to go. Some parts she was able to screw into place, but others she left in place to be welded on. "How do you know what all this does?"

Shining chuckled. "Twilight's been studying alien tech for a while. A bunch of Plumber tech, some stuff we confiscated off aliens, and even some of the Ultimatrix's systems."

"Is that so," Clawcer looked impressed. "You humans are more impressive than I thought." He unleashed his lightning and hit the parts Twilight was holding up, welding them to the rest of the machine whilst she let them go. Can you wire them together the way I need them?"

"I think so." Twilight opened up the parts and started fiddling with the wires, connecting them exactly how Clawcer wanted them. The cerebrocrustacean couldn't help but be impressed, as the lab door flew open.

Rainbow shot through the door and skidded to a stop, actually looking exhausted after how fast she had run. She held out the jar and Twilight quickly lifted it up, as Clawcer did the last few adjustments. She placed the jar under the satellite and removed the lid, Clawcer powering up the machine.

"Everyone, cover your eyes!" They did so, as he pulled the leaver and caused the machine to unleash a blast of lightning.

The energy flew into the jar and started zapping the mechamorph. The alien cried out, as its body thrashed about inside the jar. Everyone watched and worried that it might be too late, many of them trying to look through the bright light and see what was happening.

The process went on for many minutes, several of the group needing to leave the room due to the brightness. But Flash, Clawcer, Twilight and Shining remained, all wearing sunglasses or other visors to block the light.

"Come on," Flash told his spawn. "You can do this. You've got my DNA and I never give up, even when I should. If you're really a part of me, then you can't give up either." They kept watching, as Clawcer's scanner told him how much longer the process needed to go on for. And finally, he pushed the leaver back up and the energy slowly began to power down.

When the machine was switched off, Flash and the others moved over to stare at the jar.

They watched the mechamorph, as it just remained a liquid inside the jar. It didn't move, didn't make a noise and didn't seem to even glow. Slowly, the light from the green parts of its body grew dimmer and dimmer.

"No, no, no!" Flash cried, as Shining turned to Clawcer.

"Were we too late?"

"Maybe. The matrix has been stabilised, but that doesn't mean it'll survive. It's just like a human having their organs repaired. Even if the damage is undone, if the body doesn't have the strength to keep going..." He turned to Flash, "we've done all we can. There's nothing more we can do except hope it's strong enough to survive."

Flash sighed, as he stared at the mechamorph.

So they waited. An hour passed and there was no change, Clawcer and Shining having to go and continue their Plumber duties. Another hour passed and Rarity, Pinkie, Applejack and Rainbow had to head home. After another hour, Fluttershy also had to head home with Sunset going with her. Soon, only Flash and Twilight were left.

The pair sat there, staring at the jar.

Twilight looked like she was about to nod off, whilst Flash stared at the jar without even blinking. He didn't know what would happen if the mechamorph lived or died. If it died, Flash would be heartbroken. But if it lived, what was he supposed to do? He wasn't ready to be a dad.

Shining and Clawcer finally stepped into the room, noticing the two still watching over the mechamorph.

"Guys," Shining told them, "I think it's time you headed home. Come on. I'll give you both a ride."

"But the mechamorph?" Flash asked.

"If anything happens," Clawcer told him. "I'll have the night watch let us know. You need some rest." Flash sighed, but nodded before turning to the mechamorph.

He placed his hand on the jar, unsure why he was actually doing it. "If you can hear me. Stay strong. I'll be back to see you tomorrow. Just...don't give up." He turned to walk away, Twilight, Shining and Clawcer feeling sorry for them. But as he walked away, Twilight noticed something.

The green lines on the mechamorph began to glow for a moment. "Flash!" She pointed at the jar and Flash spun around to see the mechamorph glow before dimming.

Flash rushed to its side and held the jar, as it glowed brighter again. "Yeah. That's it. You can do it!" The others gather around him, as the glow grew brighter. Flash turned to Clawcer. "Is there anything bigger we can put him in?" Clawcer nodded and rushed out of the room, as the glow got even brighter.

He returned a few minutes later, carrying a petri dish large enough to bathe a baby in. He put it down and Flash slowly poured the mechamorph into it, the little guy now able to spread out more freely. They feared he might just melt into the dish, but he stopped and formed more of a pile inside of it. And as the lines grew bright enough, he began to slowly form a shape.

That shape was Flash's head, which was now sitting on top of the mechamorph pile. "H...Hi." Their eyes all went wide, a smile appearing on their lips.

"Hey," Flash told him. "You doing okay now?"

"I...I think so. I remember...I don't remember much. Just images. I remember...you."

"Obviously," Clawcer laughed. "Since you and he share DNA, you were likely drawn to Flash like a salmon to its home stream. But you shouldn't have those cravings anymore. Now that your matrix is fixed, you're now your own person."

"My own...person." The mechamorph still looked confused. "I'm not sure who I am?"

"That's natural," Shining told him. "Don't worry. In time, you'll figure out who you are."

"What do I...call myself?" Everyone else looked at one another, realising that was a good question. He needed a name, since they couldn't just keep calling him mechamorph.

"Um..." Flash tried to think, as Twilight used her magic to lift the container up onto a table so they were eye level. He wanted a name that meant something, but also something easy to remember.

"How long will it be for him to fully form?" Shining asked Clawcer, as the brain crab scanned him with a device.

"I'm afraid that won't be for a long time. His matrix has stabilised, but the damage was still rather strong. We'll have to wait for him to heal on his own before he can try and form anything more than this. It's possible he can fuse with items, but that won't repair the damage. He might even become trapped in that form if he tried."

Flash frowned at this. It would be a while before the little guy could move about on his own. That meant he would need help to see the world and every amazing thing about it. And Flash would be willing to help with that. "He's my spawn after all. A ch-" He stopped when he realised something. "How about Chip?"

Everyone turned to him in shock. "For a name? Chip." Twilight seemed to realise where he had gotten that from and smiled, whilst Shining and Clawcer both seemed confused.

But the mechamorph smiled. "Chip? I like it."

"Chip it is then," Clawcer nodded. "Alright, Flash. He may be your spawn. But I wouldn't start calling myself dad if I was you." Flash looked confused by this. "The way Chip's DNA is close to your's is more like that of a sibling than a parent and child."

"Sibling?" Flash thought for a moment, as that made him smile. "So that makes us brothers."

"Brothers?" Chip hummed, then smiled. "I'm you brother."

Flash nodded as he held his hand out, "nice to meet you, little bro." Chip let out a small part of his body and tried to form a hand, with little success. All he could do was curl the strand of his body, Flash smirking as he fist bumped him.

Thus began the life of Flash Sentry's mechamorph brother, Chip. In the months that followed, Chip would slowly work to find a place in the universe. He would do what he could to help his new friends and family, no matter what it took. And one day, his name would be known throughout the galaxy.

But right now, he was just happy to be alive and able to think his own thoughts.

Author's Note

Well that was certainly an interesting chapter. Flash got not only a new Ultimate, but a new family member. How will Chip's story play out? Only time will tell.