The Omnitrix Hero: Omniversal Collision

by Banshee531

Rating: everyone
Tags: Comedy, Other, Adventure, Shining Armor, Equestria Girls, Flash Sentry, Main 7 (EqG), Ben 10, Crossover, Alternate Universe, Trixie
Length: 46196

Flash's life as a hero takes a strange turn, when another wielder of an Omnitrix appears. Now the two must work together, to stop their worlds from being destroyed by some old enemies. But will two Omnitrix Heroes be too many, or not enough?

A month after defeating Shadow and his Negative Ten, Flash is still getting used to his new Ultimatrix. Other than that, things seem to be going well. At least until a hole opens in the sky.

Just when Flash thought he could take it easy, he finds himself meeting another teen with an alien watch. And as threats from old enemies make themselves known, the two must come together in order to save their worlds.

It's the battle of the millennium, with everything they love on the line.

Written with the help of SuperSonicHeroes

Art by SlidDiamond3214

TVTropes

Published 2024-04-25 06:10:00 UTC
Last updated 2024-05-30 06:20:26 UTC

Chapter 1

Somewhere out in the dark of space, a dark green ship was zooming through the cosmos

It was a rather strange looking ship, actually designed to resemble a reptile's head. It almost mirrored a snake's head, but it had a quintet of horns sticking out the back that seemed to act like the ship's thrusters. The sides of its head, just behind its mouth, had a pair of L-shaped horns pointing forwards. And it didn't have any eyes, instead having a long red visor-like strip of glass running from one side of its head to the other.

The ship was huge, large enough to fit three battleships inside and leave enough room for a small tug boat.

The ship's mouth was closed and as it approached an oncoming meteor, the L-shaped horns unleashed red beams of light that flew out and struck the piece of rock. With a single strike, the whole thing exploded and didn't even leave any debris behind.

But as the ship made its way through the galaxy, an explosion suddenly occurred and caused one of the horn thrusters to die out.

Inside the ship, a bunch of robots were flying around.

Said robots were a bunch of bronze spheres with three half-egg-shaped legs that glowed at the bottom and allowed them to float. They also had a pair of mechanical arms, one having a dexterous set of robotic fingers whilst the other appeared to have an interchangeable arm that could switch between a welding laser, a drill laser and whatever else it might need. The top of the robot had a domed head with a single red blinking eye.

These robots were hard at work, trying to keep the ship completely operational.

But as one was repairing part of a wall, said wall suddenly started glowing bright red. The robot noticed this and pulled back, seconds before the wall exploded into a puddle of molten metal that fell on the machine and melted it as well.

The other robots turned to see this, as a figure stood in the hole where the wall used to stand.

Said figure glowed bright, illuminating the dark room as the robots lowered their brightness sensors. And when they did, the figure was revealed to be a humanoid alien whose entire body was made of a red rock-like substance. A yellow liquid seemed to be running beneath the alien's rocky body and as they stepped forward, their head was revealed to be a giant fireball with a rocky mask-like face. On the chest of this alien was a round metal dial, with a green light on the front that had two black triangles on it.

The alien stepped forward and as he did, his hands burst into flames. "Hey there. Working hard or hardly working?" The robots continued to stare at him. "Hope you're not lounging around on the job. If you are, I'll have to fire you." With that, he started throwing fireballs at all the robots.

Most of them were quickly burned up, unable to handle the heat of the flames.

Those that managed to avoid the flames attacked, their laser tools being used as weapons they tried to cut the magma alien up. But the hothead leapt into the air, his feet blasting out a bunch of flames to propel him upwards and dodge. He did several flips through the air and unleashed a blast of fire, which struck the robots and melted them as well.

The last of the worker droids destroyed, the fire alien landed on the ground and smirked. "I make this look easy." As he said that, the dial on his chest let out several unusual beeps.

He pressed the dial and the beeping stopped, as a voice spoke out. "Ben. Are you okay?"

"I'm fine, Rook." The alien began to march through the corridor. "Did you see that explosion I caused. That had to have slowed this thing down."

"I am afraid not. The ship's speed is actually increasing."

"Seriously?" He asked, as he turned a corner. "What does it take to stop this thing?" He would have said more, but in that moment he found himself staring at a bunch more robots.

These ones were humanoid, standing at around ten feet tall and being made of black armor. Gears could be seen between their shoulders and bodies, with more gears sticking out of their knees and out the top of their rounded heads. Their left arm had a large laser cannon on the end of it, whilst the other had a giant mechanical fist.

"Um...I'm gonna need to call you back." He touched the dial and the call ended, then thrust his hands forward to unleash a blast of fire.

But the front row of robots raised their blaster arms and from them, burst of wind blew out and formed an air wall that stopped the fire cold.

"Hey, not cool." The fire alien then smirked and hit the dial on his chest, causing a bright green light to fill the room. "But this is." When the light faded, a new alien was standing in the magma creature's place. It was some kind of blue humanoid moth, with four large wings. As he breathed, a cold mist came out of his mouth.

He spread his wings and flew forward, the robots unleashing a blast of wind from their guns again. But before it could hit him, the moth vanished and the wind touched nothing.

The machines stopped, only for one to suddenly find itself being surrounded by ice.

Another soon followed, then another and another. Eventually, the hallway was filled with robotic ice sculptures. And atop the last one's head, the moth alien appeared to stand on it. "You guys chill out here for a little bit. I need to find your boss and figure out what he's up to."

He jumped down off the robot and hit the dial on his shoulder, another green flash filling the air. When it faded away, a blue and black cat-like creature was standing there. It was wearing a green and black suit with the dial just below his neck.

The alien began to run and as he did, his speed built up and up and up until he was moving faster than the eye could see.

He shot through the hallways, zooming around and around whilst avoiding all the robots he ran into. And eventually, he arrived at the entrance to what he believed was the bridge. "There it is." He reached out and started typing on a key pad at high speed, typing in multiple different codes until he heard a beeping and saw the door opening.

He rushed inside and when he got there, he looked around and found the ship was a semi-circle shape with a bunch of consoles lining the curved wall. In the centre of the room was a chair, where the captain likely sat. But there was nobody there.

The room was completely empty, making him hum as he moved over to the seat. "I know you're in here. Don't bother the whole, hide in the shadows only to leap out and attack me from behind. Because it won't work." He spun around and sure enough, something was leaping towards him.

He dodged an incoming attack, a purple energy blade swinging through the air in an attempt to cut him in half.

He leapt back and saw who it was. "Eon."

The figure was humanoid and stood at around six feet in height. He was dressed in a combination of black and purple, having a black cloak-like coat that was open from below the chest down. His cloak had purple lines running down the edges, along with a bunch of purple patterns covering it that were shaped like hour glasses and gears. The cloak also had a large triangular collar, which was black with purple on the outline.

Beneath his cloak was a black body suit, with thin purple lines running along it. His cloak's sleeves covered the top half of his arms, whilst the bottom half below the elbow were sealed in metal gauntlets. Most of the gauntlets were black, but the backs of them had purple glass on them that glowed bright.

His head was concealed within a black mask, which had a purple visor, mouth guard and a purple strip running from his forehead all the way down the back of his helmet. Two purple disks were also connected to the sides where his ears should be.

The figure stood there, looking rather menacing as the cat alien stood up. "Love the new look," he joked. "But let's be real here. You and I both know how this is gonna end. You fight me. I fight you. I kick your butt and you tell me I'll rue this day and yada yada yada." He got into a fighting stance before hitting the dial, light filling the room.

When the light faded, it revealed a black and green alien with a single green eye and long tendrils and fingers that ended in gold plugs.

The figure called Eon raised his right arm, as the purple section of the gauntlet glowed and unleashed a light that formed a blade coming off his arm. He charged forward and swung his blade at the alien, who dodged it as lightning sparked around his fist.

He threw it forward and tried to punch him, but Eon raised his other arm as the gauntlet unleashed a disk of energy that blocked the punch.

The pair kept fighting, Eon slashing at the alien whilst the creature dodged and tried to shock him with bolts of electricity. The two seemed evenly matched and as they fought, the alien smirked. "So what's with the ship, anyway? You went through a lot of trouble to get this thing, but I never thought snake heads were your thing. What, you have a pet lizard as a kid that this thing reminded you of?"

"Joke while you can," Eon leapt back and retracted his weapons. "This ship holds the key to my eternal victory. Soon, I'll become the supreme master of everything. In this and every other universe. Its power will allow me to create a universe that I am lord and ruler of all."

"Of course," the alien sighed. "The old 'remake the universe in my image' scheme. How did I not see that coming. Oh, wait. I did. Whatever. Not gonna happen. Because I'm gonna take you down."

"Not this time!" He thrust his arms forward and the gauntlets on his wrists unleashed beams of purple energy, which shot towards the alien.

But he simply crossed his arms as his head tendrils swung around and intercepted the blasters, sucking them in with a smirk on his face. "Seriously dude. I once absorbed the big bang. You really think you're gonna be able to beat me?" Eon didn't answer and kept firing, whilst the alien kept absorbing it all. "What do you hope to achieve here?"

Eon then chuckled. "I hope to waste time. So that you'll eventually time out and return to being a defenceless human."

"Nice thought," the alien stated. "But it ain't gonna happen." Suddenly, his tendril plugs unleashed a green blast of energy that pushed the purple one back. Eon was shocked to see his own attack being overpowered, the beam eventually slamming into him and causing his gauntlets to short circuit.

"AUGH!" He cried, staggering back as his arms sparked.

The alien then ran forward and with one swift punch, struck Eon right in the face and knocked him backwards.

The suited humanoid flew into one of the consoles and slammed into it, bouncing off the machine and falling to the ground. He groaned behind his mask, as the alien stepped up to him. "See. Ain't gonna happen." With that, the dial began to beep and he was suddenly consumed by light.

When it faded, a human teen appeared in the alien's place. He was around sixteen or seventeen years old, wearing a black shirt and dark green camo pants. He also wore a white jacket with green on the top and bottom, with a green ten on the back. His skin was pale peach and his hair was brown, a pair of green eyes staring down at Eon.

He smirked as he crossed his arms, revealing a strange wrist watch on his left arm that was a mixture of green, white and black. "Well that was easy enough. Now, how do I stop this thing?" But before he could start fiddling with the controls, a sound caught his attention.

The floor opened and from out of it, a glass tube filled with smoke folded out and almost touched the ceiling with how large it was.

Once it was completely out, the doors began to open and the white smoke flew out into the cockpit.

The teen coughed as he tried to cover his mouth, fearing it might be poisonous gas. And as the smoke slowly cleared, a figure was revealed to be inside of the tube. A figure that made his eyes go wide. "Vilgax."

From out of the tube, a twelve foot tall alien squid man stepped into the room. His body was almost entirely robotic, being covered in red and black armor that looked like something out of a sci-fi film.

From the waist down, he was entirely mechanical. His legs were a pair of robotic insect limbs, ending in four square toes that stuck out in an X-shape. The left arm was also entirely mechanical, being a large sphere at the shoulder with two sets of connected tubes for the arm. Instead of a hand, he had a large metal pincer that spun like a drill.

His chest armor was red with a black section in the centre, that looked like it had a pair of metal doors that opened up. Above it, a red collar covered most of his lower head with his tendrils sticking out of holes around what appeared to be a respirator. And his left eye was also robotic, being a red hexagon filled with tiny black hexagons.

On his back was a large red metal tube, running down his spine with wires attached to the arm, legs, mask and chest.

"Wow," the teen looked him over, "what happened to you?"

The alien's voice hissed as he spoke, stepping forward whilst the teen took several steps backwards. "This is the fault of an annoying little fly, which has kept me from getting my prize for the last time."

"Huh," he tilted his head. "I guess you're a little upset about me shoving you into your ship's core? Hey, you started it. Don't think you'll be getting an apology from me."

The one named Vilgax growled. "We have never met before. You are not the one that has thwarted me, or turned me into this monstrosity."

The teen still looked confused. "Guess the blast shook a few screws...looser than they already were. How the heck can you forget me? I'm the guy that's beaten you at least a million times." As he said that, the watch on his arm beeped. "Oh, make that a million and one times." He was about to reach for it, but Vilgax raised his mechanical arm.

Before the teen could do anything, his pincer opened up and revealed some kind of blaster pistol within it. A pistol that fired a beam of light right at the teen and slammed into his chest.

The teen cried out, as he was knocked backwards and slammed into the ground. His body twitched, as he began to black out. And as he did, Vilgax stepped over to him.

"As much as I wish for an Omnitrix, I will let you keep yours. For you will be the instrument of my ultimate vengeance against the one that did this to me." The teen moaned as he lost consciousness, whilst Vilgax turned to see Eon beginning to get up. "You had better not be as useless as this from now on. When I agreed to work with you, I had hoped you would be able to pull your weight."

"Well if it wasn't for me, you wouldn't even be alive right now." Vilgax said nothing in response, as Eon looked down at the teen. "The famous Ben Ten. Completely helpless and at our mercy. Oh how I wish we could carve him up like a turkey."

"Enough," Vilgax told him. "We need him alive."

"Why?"

"Out of all the Ben Tens in the multiverse, this one is supposed to be the strongest. That's what you said. That means he's the perfect weapon to use in my vengeance. And if he's meant to be a hero, turning him into an instrument of destruction is the perfect revenge for you."

Eon seemed to be thinking about it. "Fine then. That's the plan?"

Outside the snake ship, another ship was flying around it.

This ship was much smaller than the one it was chasing, being a mixture of orange and white with black trim and a blue glass cockpit at the front. On the wings, the same round symbol that had been on all the aliens could be seen.

Inside, a white, blue and black humanoid alien was flying the ship. He was wearing a blue and black suit and had some kind of gadget connected to his shoulder.

As he flew after the ship, he was typing away at the controls. "Ben," he called out, "Ben! Answer me!" But nothing happened, making him frown. "Alright. I am coming in after you!" He prepared to accelerate up to the ship and blast his way through.

But before he could, the snake ship's mouth began to open.

"That can not be good." He watched as some kind of laser cannon, folded out of the serpent's mouth. And before the alien could do anything, it fired a purple beam of light.

That light struck the spot right in front of the ship and open up some kind of portal, which the ship started flying into.

"No!" The alien hit the gas and flew forward, but he was too far back. By the time he got close, the ship completely disappeared into the portal. And that portal faded away moments later. The ship barely missed getting through it, instead flying through the energy that remained with the alien unable to stop. "BEN!" He screamed, realising his partner was gone. And there was no telling where he had been taken.

Canterlot.

The city of Canterlot was a nice place to live. Most of the time.

If one could live with the occasional alien invasion, magical misadventure or threat of absolute destruction, then the place was the perfect city to live in. The streets were clean, traffic was well maintained and everyone could live happy in the knowledge, that they could go to bed at night and get a peaceful night's sleep.

But every now and then, something exciting tended to happen in this city.

At that moment, every TV in the city switched on and showed news footage. Even the mega screens on the side of buildings, were showing the footage of the open ocean.

"Breaking news. A cargo container, hauling large amounts of rare materials and substances, has been hijacked off the coast. So far, the hijackers have not demanded anything and it is believed they intend to sell whatever was on board the ship to the highest bidder."

The ship was covered in men wearing black clothing, with masks covering their faces and guns in hand.

The pirates were walking along the deck, keeping an eye out for enemy ships. And on the bridge, the lead pirate was steering the ship whilst the crew were all tied up and gagged. "Ha," he laughed. "Won't be long before we're out in international waters. Then, this ship and everything on it will belong to us."

One of the crew, a woman who appeared to be the captain, let out several sounds as she tried to speak through her gag.

The pirate turned to her, leaving the wheel whilst another pirate replaced him. He stepped over to her, kneeling beside her. "Don't worry, sweetheart. You and your crew will be just fine. I'm sure I'll find somewhere to dump you off. Well, the rest of your crew. You, on the other hand." He smiled as he looked her up and down. But the woman just glared at him.

"Sir," a pirate working the sonar stated. "There are no ships in the area. By the time one comes into range, we'll be out in international waters."

"Then we're home free," the pirate laughed. "Nothing can stop us now."

High above the ocean, soaring through the air, a large green jet flew above the clouds.

Inside the jet's cargo bay, someone was standing in the darkness. "We're right over the ship," a voice stated over an intercom. "Get ready to drop." The figure stepped forward, as the cargo bay doors opened.

The figure stepped into the light, revealing a teen with yellow-orange skin and blue hair. He was wearing a black sleeveless hoodie with an image on the back that showed a blue shield with a lightning bolt on it. The same emblem was on the pockets of his hoodie, whilst a white shirt could be seen beneath it that ended just before his elbows. He also wore blue pants and black leather boots, along with a pair of black fingerless gloves with white stitching.

On the teen's left wrist was a metal gauntlet, which was made out of white metal with black on the sides. Tubes ran along the gauntlet, filled with a strange green energy that also flowed from a dial on the end of the gauntlet.

The teen looked down and saw the ship, a smirk on his lips as he turned to look back. "Thanks for the lift," he told nobody in particular. "But I think I'll take the scenic route down."

"Good luck," the voice replied. "And be careful." The teen gave a finger salute before leaning backwards and off the cargo ramp, causing him to fall over the edge and plummet down towards the ship.

He fell faster and faster, but didn't look the least bit worried. And as those on the ship started noticing him, he flipped up a section on the gauntlet that revealed a touch pad.

The dial on the device suddenly unleashed a light, which took shape before forming an image. And as the teen moved his finger against the touch pad, the image the light formed changed to a bunch of different things. Eventually, it settled on one he approved of.

And as the pirates pointed their guns at him, he slammed his hand down on the dial and a bright light filled the air.

The pirates opened fire, trying to gun down the figure in the light before he could cause them problems. But the light faded and in its place, a large collection of green slime dollops could be seen. They rained down on the ship and started splattering everywhere, even on some of the pirates.

They groaned at this, trying to get the stuff off of them.

But then, a strange looking UFO appeared and as it flew around, the green slime was pulled towards it and formed a single mass. "FIRE!" One of them yelled, the lot unleashing a hail of pullets towards the slime.

But they simply flew right through the liquid, which took humanoid form and revealed a world known symbol on its chest. "Goop!" The figure cried before swinging his arms around, morphing them into a whip which struck the pirates and knocked them flying.

"Aim for that thing floating above him!" One cried, as the pirates pointed at the UFO. But the creature named Goop swung his arms around and sent dollops of slime flying at them, each of them hitting the end of the guns.

The pirates were quickly shocked to find their weapons beginning to melt, as Goop hit the dial on his chest and unleashed a green light. "Molestache!" A small orange rodent alien flew out of the light, his moustache growing and morphing into a pair of fists that he used to knock one of the pirates out.

"Get that freak!" One of the pirates yelled, as Molestache ran at them and shot impressive skill with his little body and stache.

He quickly grabbed two of them by the legs and pulled them out from under them, then leapt off the side of a container to backhand another before turning his stache into a helicopter that he used to fly forwards and kick another pirate in the face.

The alien then hit the dial on his belt and another flash of light appeared, blinding them for a moment before fading to reveal nothing. "Where'd he go?" The pirates looked around, but found nothing.

Then, one of them felt something hit the back of their neck. They fell to the ground, the others turning to him before two felt something sweep their legs. They hit the ground, getting knocked out as the others became worried. Then, something appeared on one of the shipping containers.

"Chamalien!" the purplish lizard hissed before leaping at the ground, slamming them into the ship's hull before he jumped into the air and disappeared again.

Up on the bridge, the pirate leader saw his men getting taken out and began to get annoyed. "That's it!" He moved over to the captives and pulled the captain to her feet, rushing over to the window whilst switching on the loud speaker. "Hey, alien boy!" Nobody responded. "You have thirty seconds to give yourself up before I start blowing brains out." He looked around, expecting Chamalien to show himself. But he didn't. "I'm serious."

Suddenly, a flash occurred behind a nearby container. "There he is." He waited, but the hero still didn't show himself. "Five seconds. Four...three...two..." Before he could get to one, the ground between his feet suddenly extended upwards and struck him in the groin.

The pirate's eyes went wide, as his entire body seized up. And before he could recover and do anything, a black chair suddenly grew out of the ground and he fell into it. The arms locked his wrists into place, forcing him to drop his gun, whilst the entire room changed.

"Welcome to Upgrade cruises," a voice spoke out. "We hope your stay is an enjoyable one." The other pirates suddenly found themselves getting grabbed by mental cables, which flew out of the walls and pulled them towards it. They all dropped their guns, whilst metal arms came out of the ground with jagged blades on the end.

These blades were used to cut through the crew's bindings, freeing them to take command of the ship again.

"Captain," Upgrade's head popped out of the console, "I'll leave the sailing to you." The captain smiled, as the rest of the crew took the discarded guns and pointed them at the pirates. Upgrade began to pull himself away from the walls, which started dropping the pirates. But now that they were weaponless, they were at the crew's mercy.

The rest of the pirates were soon rounded up and placed inside an empty container, allowing them to be safely put out of the way whilst the ship headed for port. Once he was sure the ship was safe, the teen used his phone to call someone.

"Ship's safe. Ready for pick up." A few moments later, the green jet came down from out of the clouds. The teen turned towards the crew and gave them a salute, as the jet lowered a rope that he grabbed as it flew by. Everyone watched him disappear into the air, the rope retracting into the ship before it shot off with a sonic boom.

Back in the centre of Canterlot, a large building stood.

Said building, was Canterlot's Plumber HQ. Where the Plumbers worked, trained and prepared for any situation. And inside the HQ, a young girl was sitting at a large computer doing some work on it. A small dog was curled up beside her, as she made the computer change to show video footage of the cells in the lower section.

Inside, most of the Negative Ten were locked up. Animac, Doddery, the Hypnotist, Dragstar, Negatine and Dynamo Danger, all lay in different cells looking bored out of their minds.

The girl sat back as she thought about the remaining members of the Negative Ten. Chrysalis and Devious were out there, somewhere, likely searching for the rest of the magical Medallions. Viral had been placed in a specially made cell, that Azmuth had created to keep her from escaping into the internet. And Shadow had been sent to a special Plumber prison, which was the only place he could be kept where he wouldn't be able to escape.

As she changed the computer back to the screen from before, a message came up and she quickly answered it.

On the screen, the alien teen was smiling back at her from a seat on the jet. And next to him was a man with white skin and blue hair, who was currently flying the jet. "Hey!" The teen smirked, "calling to let you know we're on our way back."

"Great," she smiled. "Hope everything went well with the ship."

"Everything's perfect," the man replied. "Flash was able to get in, take them down and return the ship to the crew without anyone getting hurt."

"That's good," she nodded before turning to Flash. "So, did you happen to transform into anything new?"

Flash shook his head. "No. Just Goop, Molestache, Chamalien and Upgrade."

"So you didn't even go Ultimate?" As she asked that, Flash suddenly looked a little uncomfortable. "You've had the Ultimatrix for over a month now. But you haven't used its evolution feature since the first time."

"Because I haven't needed it," Flash replied. "I'm not making Shadow's mistake and making myself more powerful than I have to be. Anyway, we'll talk to you when we get back to the base." With that, he cut the call before she could answer.

Flash leaned back, as the man flying the jet glanced over at him. "What do you want, Shining?"

"Are you sure there isn't more to your lack of going Ultimate, than you're letting on?" Flash glared at him. "I'm just saying. If there's another reason you don't wanna go Ultimate, you just have to tell me. And you're right. You shouldn't have to go Ultimate if you don't need to. But if a time comes when you need to go Ultimate, will you?"

Flash sat there and thought about it, as he looked down at his Ultimatrix.

He remembered facing off against Ultimate Riot-Horn and how powerful the beast had been, its defeat only coming from outlasting it. Then he remembered going Ultimate himself, and the power he had as Volt-Edge. He had never felt so much power, even when he was Way Big. But was it...too much power?

As they flew into Canterlot's airspace, Flash turned to Shining and was about to say something. But then, something happened.

A brilliant flash of light filled the air and blinded the pair, Shining pulling away so he didn't fly into the light. "What the heck was that?" Flash asked, as Shining made the jet's windows dim to block out the light.

Once they could see, the pair looked out the window and saw a pillar of light soon down from the sky. The jet flew around it before heading straight up, as high as the jet could go. But the source was far higher than the jet's limits, Shining heading back down as he made another call.

"Twilight! Please tell me you're picking this up."

"Oh yeah," the girl's voice replied. "The sensors are going crazy. Detecting energy spikes that are off the scale. The source of the light is just beyond the planet's atmosphere. Whatever it is, it's giving off more energy than three nuclear power plants."

"That can't be good," Flash frowned. "What's it doing to the planet?"

"Nothing," Twilight replied. "As far as we can tell, nothing's happening to the spot that was struck." Flash and Shining nodded at one another, as Shining head down towards the surface. As they did, Flash got up and moved over to a section of the jet's floor.

As he did, he activated the Ultimatrix and slammed it down to transform. "The Worst!" The yellow putty alien cried, as the jet got closer to the street.

The beam had struck the middle of downtown, right in a busy intersection. But like Twilight had stated, there didn't appear to be any damage. And as Shining flew closer, the floor beneath The Worst opened up and he dropped down into a tube before being fired out the bottom of the jet.

He rolled himself up and slammed into the ground, crying out as he bounced along the ground and eventually slowed to a stop. Once there, he unfurled himself and staggered around. "We have got to come up with a better way to drop me off." He shook his body before rushing forward, hitting the Ultimatrix and reverting back to human form.

Flash slowly made his way towards the pillar of light, carefully keeping an eye out in case anything insane happened.

The Ultimatrix's coms were open, allowing Twilight and Shining to talk to him. "Radiation levels are safe," Twilight announced. "But be careful. Who knows what this thing will do."

Flash kept moving forward until he was right next to the pillar, the teen reaching out with his hand. "I must be out of my mind." He was seconds away from touching it, when the Ultimatrix beeped.

"The energy's going through a phase shift. Get out of there!" Flash didn't need to be told twice and turned to run, getting several feet away from the pillar when the thing flashed and something suddenly shot out of it.

Flash spun around and saw whatever it was fly through the air, then began to fall towards him. His eyes went wide as he dropped to the ground, as the object smashed into the street.

Rock and debris went everywhere, a large crater forming a meter or so away from Flash. The teen picked himself up and looked towards the crater, as whatever had made it walked out of the hole.

And that something, was a giant brown dinosaur-like creature. It stood at around twelve feet in height and was wearing a bunch of black metal armor, which covered its chest, arms, knees and head. It had a long tail, which had several rock spikes sticking out the end of it. Finally, its eyes were glowing bright red.

The dinosaur looked around before turning to Flash, staring him down before letting out a mighty roar. Flash didn't know why, but he had the feeling this creature had come looking for him.

Author's Note

Well, we're back. Flash Sentry, Ultimatrix Hero, has returned and is now facing a new threat. How will Flash face these new challenges and what surprises and new aliens await for him, as he battles against these dangerous opponents? I can't wait to see myself.

Chapter 2

Flash could hardly believe what he was seeing, as the beast's roar threatened to shatter his eardrums.

The dinosaur then raised its giant fist and tried to smash it down on Flash, who barely managed to leap out of the way in time. The fist slammed into the ground and shook the street, Flash being sent staggering by it and falling on his face.

As the dinosaur pulled its fist out, Shining's jet flew down and started unleashing a barrage of bullets.

They slammed into the dinosaur, but the creature barely seemed phased by it and only slightly annoyed. However, the onslaught did give Flash the opening he needed to roll onto his back and activate the Ultimatrix. He cycled through his aliens, trying to find one strong enough to fight this creature.

But the dinosaur finally turned to him and prepared to attack again, forcing Flash to focus on saving his skin.

As such, as the dinosaur swung its fist towards him, a green flash filled the air and Flash disappeared. The dinosaur struck the ground, but hit nothing. "Missed me." The creature turned to see XLR8, who smiled before speeding out of sight.

The alien speedster started spinning around the dinosaur, creating a tornado that he hoped would pick the beast up. But all this did was push the beast off balance for a moment, until it raised its arms and smashed them down into the ground.

The street shook again and XLR8 was knocked staggering and forced to slow down.

The dinosaur charged and leapt into the air, bringing both its feet together intending to smash into the ground and create an earthquake level shockwave. XLR8 saw this and gasped before hitting the Omnitrix, allowing him to transform into a blue quadrupedal lizard.

"Arctiguana!" He cried before unleashing a blast of ice towards the ground, quickly creating a ramp that moved up towards the dinosaur.

The giant found itself hitting the ramp and slipping down it, sliding towards Arctiguana as the lizard leapt into the air before firing out a blast of ice below him. This created an ice wall, which he landed on before jumping off. Moments later, the dinosaur slammed into it and shattered the ice.

The beast roared as it rolled along the ground, ice bouncing off its hard body and armor as it came to a stop.

"That's right," Arctiguana smirked. "Bring it on." He unleashed another blast of ice towards the dinosaur, who quickly picked itself up and used one of its gauntlets to block the ice. This caused the metal armor to freeze up, but protected the creature as it began to rush forward.

Arctiguana fired a freeze ray at the ground, icing it up and causing the creature to slip and fall.

It roared as it slid towards the lizard, who leapt over to one of the buildings and hung onto it as the dinosaur smashed into the ice ramp from before. "Shining. Any idea what this thing is?"

"Vaxasaurian," he read off his ship's computer. "Abilities include strength and size alteration. But it says this species is usually docile."

"He doesn't seem very docile to me!" Shining looked out the window, as Arctiguana leapt away from the building. Seconds later, a chunk of ice slammed into the building and broke apart. "What am I supposed to do?"

Shining kept searching, trying to find something that could help Flash not get destroyed. "Try talking to it. They're supposed to be intelligent enough to understand speech."

"You're kidding, right?"

"Just try," Shining replied before switching the frequency. "Twilight. Tell me what you know about this light pillar. Is it doing anything else?"

"No," Twilight replied. "After that thing leapt out of it, the energy started decreasing. I think it's going to disappear."

"So we gotta send that thing back before it does?"

"Something's off about that thing. It's acting beastly, but it knew to use its armor to shield itself. But then it's just attacking, without any thought or strategy." Shining watched Arctiguana leap over the dinosaur, who simply staggered around as the lizard landed.

"You're right," he realised. "that means...someone else is feeding it commands."

"Exactly," Twilight nodded. "Someone's controlling it. Which means there might be a way for us to free it from that control."

"Get working on a way to stop it. I'm going down there to help Flash." He cut the call and pulled the jet down towards the battle, as Arctiguana tried to freeze the dinosaur's feet to the ground. But the beast simply broke through the ice and punched the ground again.

As Shining flew down, he switched the jet to autopilot and leapt out the same hole Flash had been thrown out of.

Falling towards the ground, he took out his Multi-Striker and holo-rod before turning it into a hand held copter blade. This slowed his descent, as he fired his blast at the dinosaur. But the vaxasaurian once again used his gauntlets to defend himself, whilst Shining landed on the ground.

At the same time, Arctiguana hit the Ultimatrix and transformed again. "Eatle!" The beetle alien roared, as he quickly grabbed a bunch of the destroyed street and shoved it into his mouth. Moments later, the alien hero's horn end glowed before firing a beam of energy.

The beam struck the dinosaur, along with Shining's blasts. These struck areas that weren't covered in armor, causing the alien pain and making it stagger back. But with a mighty roar, it turned towards a building and grabbed onto it.

With one great pull, a large section was ripped out and the dinosaur raised it above its head.

"I don't think so!" Eatle shoved some more rock into his mouth before launching a laser right at the building wall, destroying it and causing the rubble to rain down upon the beast.

As it did, Shining noticed movement above them.

Something was flying towards them and as they got close, a flash caused them to transform. The next thing he knew, a large staff slammed into the ground and someone slid down it.

"Are you guys having a party without me?" Trixie asked, her staff shrinking back to normal as she got into a fighting stance. Eatle and Shining did the same, Shining holding up his blaster and Eatle got ready to transform if needs be.

The vaxasaurian pulled itself out of the rocks that buried it, kicking several away only for Shining to blast them to rubble.

Trixie touched the coin on her head before thrusting her staff forward, a flash of light creating an exact copy of the beast. This confused the dinosaur, but it quickly got over it and tried to punch the illusion. But its fist just flew through it and knocked the monster off balance, as Eatle charged forward.

He hit the Ultimatrix and transformed, leaping into the air as a green flash surrounded him. "Bloxx!" The gorilla made of building blocks flew out of the light and extended his arm, punching the vaxasaurian but doing little against the creature's hard face.

He then extended his other arm and grabbed its gauntlet, using it to swing under the dinosaur whilst Shining started firing.

Trixie created multiple copies of them, distracting the beast as it tried to kick the fakes away. As it did, Bloxx reshaped his fists into a pair of cannons. He pointed them at the dinosaur and started firing squares of condensed bricks, which slammed into the unarmored sections of the vaxasaurian.

They exploded into multiple smaller bricks, slashing at the beast's body. But its skin was so thick, they didn't even seem to scratch it. All it did was litter the ground with rocks, but the dinosaur's large feet simply crushed them underfoot. "Oh, come on!" The vaxasaurian turned to him and reached out, Bloxx trying to escape but getting caught around the waist. "HEY!" He was lifted into the air, as the dinosaur's grip got tighter and tighter. "Not...fun."

"Let him go!" Shining cried, running up to the alien and leaping into the air. His Multi-Striker morphed into a sword, which he swung at the monster's wrist. But it shifted its arm so the sword struck the armor, doing nothing against it.

Bloxx pulled on his body and made everything below his chest detach, the blocky gorilla arm walking up the dinosaur's arm as his legs regrew. As they did, Trixie created a flock of illusionary birds that circled around the beast and distracted it.

This allowed her to get behind the creature, as Bloxx landed on the other side. She then thrust her staff forward and extended it, Bloxx catching the other end and Shining changed his Multi-Striker.

It transformed into a bazooka-like weapon, which he quickly fired towards the dinosaur's chest.

The vaxasaurian crossed its arms and the blast slammed into its gauntlets, knocking it staggering backwards as the metal began to crack. And as it did, Bloxx and Trixie held the staff as high as they could.

The dinosaur tripped over the staff and fell towards the ground, roaring as it crashed into the street and made a trench in the ground. The pair smiled at this, but then the vaxasaurian's tail flicked around and smashed into Trixie.

"Augh!" She was knocked flying back, slamming into a building and falling to the ground.

This distracted the boys, allowing the dinosaur alien to roll around before pushing itself up. It then turned to glare at them both before raising its arms. Bloxx saw this and quickly reached over to grab Trixie, pulling her towards him as Shining ran over as well. And when they reached him, he hit the Ultimatrix seconds before the alien slammed its arms into the ground.

A shockwave flew out and damaged several buildings in the area, sending rock and dust slamming towards its opponents.

The dinosaur roared when the shockwave died down, whilst the dust began to settle. And when it did, a wall of crystals could be seen before retracting into the ground. Diamondhead sighed in relief, whilst Shining held a recovering Trixie. "We need to stop this thing, now."

Just then, Shining's badge beeped and Shining answered the call. "Twilight. Tell me you've got something?"

"That armor is affecting the alien in a strange way. A signal is being sent to the helmet and shifting its brainwaves. But it's the signal's origins that's the surprise. It's coming from the pillar." They all turned to the light, still coming down from space.

"So how do we stop it?" Diamondhead asked, as he started firing gem shards towards the alien.

"The signal might be coming from the pillar, but the armor's being powered by something else. Something located beneath the chest armor. Take that out and you might be able to stop it."

"Yeah. Sounds easy!" Diamondhead charged forward, as Shining carried Trixie over to safety.

The vaxasaurian slammed its fist into the ground, but Diamondhead did the same and created a line of crystals that blocked the incoming shockwave. He then punched the ground again, causing gems to grow around the dinosaur's feet. Diamondhead then charged and as the vaxasaurian pulled at the gems, he leapt up and slashed at the chest armor.

He cut into it, but not enough to make it fall apart.

And as he landed, the dinosaur tried to punch him. But he leapt to the side and extended his bladed arm forwards, slamming it into the chest armor and cutting through it some more.

The vaxasaurian finally managed to pull its leg free and kicked it towards Diamondhead, who crossed his arms just in time to brace himself before getting knocked flying backwards. He kept his feet on the ground, skidding to a stop as the dinosaur charged again.

Thinking fast, Diamondhead slammed his hands into the ground and was pushed up by a wall of crystals that appeared.

The vaxasaurian couldn't stop in time and slammed into it, causing it to stagger back whilst Diamondhead leapt down and turned his arms into hooks. The speed of his fall allowed him to hook the blades into the damaged armor and give a might pull, causing the whole thing to finally rip off the dinosaur.

"Got it!" He cried, landing and throwing the armor away before looking up. "Now what's powering-" He stopped when he saw it, his eyes clearly playing tricks on him.

In the centre of its chest was a round dial, with the same black and green symbol that was currently adorning Diamondhead's chest. An Omnitrix.

"That's impossible." He was pulled out of his shock, when the vaxasaurian thrust its fist towards him. But Flash had had enough for this fight, sidestepping the punch before rushing forward.

Using all his strength, he leapt up towards the dino's chest and swung his arm around to slap the dial. And when he did, a green flash of light filled the street and the vaxasaurian roared before shrinking down. The armor and helmet fell of of him, as a human replaced it.

When the light faded away, a brown haired peach skinned teen landed on the ground and looked unconscious.

Diamondhead landed next to him and gave the teen a once over, as Shining and a now awake Trixie walked around the diamond wall. "Where's the dino?" Trixie asked, holding her head as they spotted the teen on the ground. "And who's that?"

"He's the vaxasaurian," Flash replied before a bright flash of light filled the air.

They turned towards the light pillar, which was glowing bright before appearing to retract into the sky. "Now what?" Shining asked, as the light got further and further away. And eventually, it completely disappeared. But not without consequence.

Up in the sky, glowing against the blue air around it, was a giant golden crack.

It was like a crack one would see on a wall, zigzagging several times whilst unleashing some kind of golden mist. It was thousands of miles into the air, but its size allowed it to be seen from the ground.

"That can't be good," Flash gulped before turning back to the teen.

Shining opened a call to Twilight. "Are you reading anything from that...whatever it is?"

"Actually, yes. Now that it's in that state, its energy signature is more stable. I'm getting a clear reading on it." They waited for her to examine the data. "But I'm still not clear on what it is." They moaned. "But, the energy is very similar to the device Shadow had."

"Which device?" Trixie asked.

"The one that he used to look through other universes."

Shining frowned as he stared at the crack. "So you're saying, that crack is connected to another universe."

"That would explain this," Flash spoke up. They looked down and saw him kneeling beside the unconscious teen, whose sleeve he had pulled up to reveal an odd yet familiar device. A mostly white wrist watch with green trim and black on the dial. The pattern on said dial was very familiar.

"Is that..." Trixie couldn't bring herself to answer.

"An Omnitrix," Flash replied. "Remember what I said about him being the vaxasaurian. He was using this Omnitrix to transform. And the Omnitrix was being used to power the armor that was controlling him.

"So..." Shining looked around at the damage and devastation, "none of this is his fault."

Flash nodded and looked up at the crack in the sky, a twinge of danger moving down his spine. Something or someone was behind this guy's attack on their town. And if they wanted to fix whatever was going on, they would need to learn everything they could from the teen that had just attacked them.

Golden lightning spread throughout a void of many colours.

The place was the most insane thing anyone could ever think to be. Every colour one could think of, along with many mixed colours, filled this empty space. And in certain areas, storm clouds or nebulas could be seen flying randomly through this void.

In one section of this place, the snake-head ship could be seen floating in front of a large crack in the void. Said crack looked exactly like the one that was currently hanging over Canterlot, the energy within the void hitting it at random intervals.

Inside the ship, Eon and Vilgax were watching the battle between Flash and the vaxasaurian.

The last thing the footage showed, was Diamondhead leaping towards the camera before a green flash made the feed go dead. "No!" Eon cried, slamming his hands on the console.

Vilgax glared down at him. "You assured me that this Omnitrix wielder would be far more powerful than Sentry. And yet, he was easily defeated."

Eon turned to him. "Tennyson lost because of the limitations we put on him. If we had allowed him to fight on his own, he would have defeated this Sentry without issue. But that would risk him being able to fight off the armor's control. At his full power, Ben Tennyson is a dangerous enemy to face. And now that he's been defeated, we will most likely have to deal with him ourselves."

"Hardly," Vilgax announced. "Unlike you, I plan for every contingency."

Eon raised an eyebrow. "What did you do?" Vilgax stepped forward and with his non-mechanical arm, started typing away at the computer.

"The armor we attached Tennyson with has a secondary signal, which will allow us to hack into any security system it's near. I'm certain when Sentry takes him back to their base of operations, they will take the armor with them. And then, we can take control of their base and use it against them."

"Not a bad plan," Eon nodded. "But that still doesn't fix the problem we have with the ship." He turned to look out the window, at the crack that had formed. "We used up all our power getting this far. This piece of junk is thousands of years old. It's running on fumes right now and doesn't have the power to go the rest of the way."

"Then we'll just have to get more power."

"And where do you plan on getting it?" Eon asked. "This thing doesn't just take double A batteries. It would take the energy of a sun to get this thing charged up. There's no way that planet has anything that powerful."

"Don't be so sure," Vilgax told him. "Sentry wasn't the only fool that tried to stop me in the past. He has friends that have their own strange abilities. And several of them, are infected with an energy source that'll be more than enough to power this ship. We just have to get our hands on them."

"And how do you intend on doing that?" Eon asked.

"Isn't it obvious? Those fools are heroes. And heroes arrive whenever weaker fools are placed in danger. All we have to do, is pray on their greatest weakness. Their care for others." Eon nodded. It was the perfect way to get their targets. And once they had them, they would have the power needed to destroy everything.

In the Plumber base, the brown haired kid let out a moan as he began to come around.

He opened his eyes, but had to shield them from the light that was beaming down on him from above. And as he slowly recovered, he looked around and realised he was in some kind of cell. "What the?" He sat up, his head feeling like he had just taken a tetramand punch to the cranium. "Where am I?"

"In one of our holding cells." He spun around and saw Flash, Shining and Trixie standing on the other side of an energy field. "And you'll be staying here until we know we can trust you," Shining explained.

The teen smirked. "Okay. That's not happening." He pulled up his sleeve, but his eyes went wide when he found a metal cuff around his wrist. He tried to remove it, but it wouldn't come off. Which meant he couldn't use the Omnitrix. "Take this off, now!"

"I don't think so," Flash stepped forward. "Listen. If you turn out to be trustworthy, we'll let you out with an apology. But until then, just sit tight and maybe tell us what you know about that crack in the sky."

"Crack in the sky?" He asked, "what are you talking about? And why should I tell you anything?" Flash responded by holding up his arm, showing him the device he was wearing. "Is that..."

"The Ultimatrix. It's an upgraded version of your Omnitrix that-"

"Transforms an alien into their Ultimate form," the teen glared. "I know. I used to have one. But why do you have it? Are you working with Albedo?"

"Never heard of him," Flash replied. "Look Ben. We just wanna know what's going on. I know this might be hard to believe. But you're currently in another universe."

Ben looked surprised, but then shrugged. "Not really. Ain't the first time I've found myself in another one." He stared at the device on Flash's arm. "So...you're the one with the Omnitrix in this world?"

"Yeah," Flash nodded, "I used to have an Omnitrix. But I...I had to destroy it to save everyone. I was able to get the Ultimatrix, but..."

"I get ya," Ben nodded. "I've been where you've been. Just not the same." He sat back down, as a thought appeared in his head. "Hey. If I'm not world famous, how do you know my name?" Flash held something else up. A wallet, which fell open to reveal a driver's licence. "Seriously?"

"We were checking for any other weapons," Shining explained. "You're clean. But it also let us know who you were." He stepped forward. "I think it's time for some introductions." He stepped forward, taking out his badge and showing it to Ben. "My name is Shining Armor. I'm a member of an intergalactic police force called-"

"The Plumbers," Ben replied. "I know. I'm a Plumber too." That surprised them.

"Right," Shining put the badge away. "Anyway." He gestured to the other two. "This is Trixie Lulamoon. And this world's alien hero. Flash Sentry."

Trixie waved as Flash nodded, the teen speaking up again. "Look. I'm sorry we have to do this to you. But after what happened, we can't risk you possibly being a double agent or something."

"Why?" Ben asked, "what happened?" Shining held up his badge and used it to project a recording for Ben to see, showing him in his armored vaxasaurian form. "No way! He cried, "I did that?"

"You were under some kind of control," Shining explained. "But we still can't be sure you didn't let yourself be put under control in order to act as a victim."

"Ouch," Ben frowned, "paranoid much. So how do I prove that I'm the good guy?"

"We have a friend that can read minds," Flash explained. "She's gonna take a little look inside your head and see what's really going on up there. Once we're sure you're on the up and up, you'll be let out of that cell."

"I'll go see how much longer she'll be," Shining headed towards a teleporter pod. Trixie followed suit and soon, it was just Flash and Ben alone.

The pair looked at one another for a moment, Ben choosing to lay down on his cell bench. "So," he smirked, "you world famous like me?"

"Yup," Flash nodded. "My identity was made public a while ago. Though I wish I still had my secret sometimes."

"Same here," Ben agreed. "Being world famous has its perks, but it can also be a total drag. How'd your identity get revealed? Someone announce it to the world?"

"Pretty much," Flash nodded. "In your universe, do you have a squid-like villain named-"

"Vilgax?" Ben sat up, "you have one here?" Flash nodded. "Tough break. My Vilgax has been making my life difficult for almost seven years."

"Seven years?" Flash looked him over. "How old are you?"

"I just turned seventeen," Ben smirked. "Why? How old do you think I am?"

"Seventeen. But that would mean you and Vilgax have been enemies since you were ten years old."

"Yeah," Ben nodded, "that's how long I've had the Omnitrix." Flash looked shocked by this. "Wait. How long have you been an alien super hero?"

"Not seven years," Flash stated. "It's only been...I'm not sure how long? Less than a year."

"Seriously?" Ben asked, "And you've already got an Ultimatrix?" Flash shrugged, "I don't get it. I've been to a bunch of different universes. Met a bunch of different Omnitrix wielders. They've all had theirs for years." Flash frowned, wondering why his came so late.

In the higher levels, Shining and Trixie were with Twilight.

On the computer, security footage showed the rest of the Rainbooms heading into the base. "Great," Shining nodded. "Once Sunset scans this guy's memory, we can figure out who he really is." He turned to Twilight, "any luck finding a Ben Tennyson in the database? Maybe this world's version of him can give us a clue about his character."

"No Ben Tennyson," Twilight replied. "None that's alive, anyway." As she said that, the computer beeped and Twilight brought up another window. "DNA analysis on this Ben is complete. Nobody with his DNA signature is registered anywhere." Shining frowned. "But...there is a connection to the Plumbers"

"What do you mean?" Trixie asked, as Twilight brought up a Plumber info page on a young human.

"His DNA has several markers that indicate he's a descendant of a Plumber. Max Tennyson."

"I knew that name sounded familiar," Trixie realised. "Xylene told us if he was alive, she would have sent the Omnitrix to a Plumber named Max."

Shining nodded. "That's the guy Tirek killed." He stared at the face on the screen. "So, he survived in another universe. Then must have had a family, with Ben being his descendant."

"Probably his grandson," Twilight guessed. "If that world's Xylene programmed the Omnitrix to connect to Max's DNA, Ben's is a close enough match to let him use it."

"Guess that explains how Ben got the Omnitrix," Shining agreed. "But it doesn't confirm whether we can trust him or not." As he said that, the Rainbooms arrived with Sunset stepping forward.

"Hey!" She cried, "what the heck is going on? The whole city's in a panic."

"We're working on it," Shining told her. "But we need your help to determine something." They all raised an eyebrow, as Shining explained what had happened.

Back below, Flash and Ben were talking about some of their adventures along with the aliens they both had and didn't have.

"You call him XLR8 too?" Flash asked, with Ben nodding. "What the heck? How did we both come up with the same names for all our shared aliens?" Ben shrugged.

"Who knows. I'd say the Omnitrix had a preference for people that can come up with great names, but I've met a version of me that gives them terrible names. He calls XLR8 Speedy Quick."

"Seriously?" Flash asked. "Do I even wanna know what he calls Goop or Molestache?"

Ben shrugged as another question came into his head. "Hey, how many aliens do you have? I know you probably started with ten, but you must have more by now." Flash nodded.

"Yeah. I started with ten, but then I got..." He stopped and started counting the new aliens he obtained since getting the Omnitrix, Ben watching him use his fingers. "I think I have about...thirty. Maybe more. Maybe less."

"Thirty," Ben looked shocked. "You've only had the Omnitrix a few months and you've been able to get a third of the number that took me seven years to get."

Flash shrugged, "don't know what to tell you."

Ben groaned. "So which aliens do you have, other than the ones we've talked about? You have Ditto?" Flash shook his head, "Sandbox?" He shook his head again, "Alien X?"

"That one sounds cool," Flash told him. "What can that one do?" Before Ben could answer, the teleporters flashed and Shining returned with the girls.

Rainbow rushed over to the cell and looked Ben over. "So this is the guy that ripped open the sky?"

"Hey," Ben frowned, "I didn't rip anything. I have no idea what I'm doing here." He frowned. "The last thing I remember is...leaving Methanos and flying through space." This confused them. "My friends and I have been on a galactic road trip, travelling to different planets and seeing what makes the universe tick. We then got a message saying another planet had been attacked and a powerful spaceship was uncovered and taken. After that...I'm not sure."

"Well," Shining told him, "maybe Sunset can uncover those lost memories. If they actually exist." He prepared his blaster and pointed at Ben. "Here's the deal. You let Sunset read your mind. If you try anything, I shoot. Got it."

"Got it," Ben replied as Twilight moved over to the cell.

Trixie stepped up to Flash. "What do you think?"

"I hope he's telling the truth," Flash replied. "I like him. I'd hate for it all to be a lie." They watched, as Twilight typed in the deactivation code. The energy field disappeared and Ben made no movement, allowing Sunset to step forward.

"This might seem a bit weird," she stated before reaching out with her hand. She touched her geode the moment she touched his head, her eyes going white as she saw Ben's memories.

She was shocked when she saw images of a ten year old Ben, finding the watch in the same manner Flash had gotten his. Then she watched him go through many different adventures, over the last seven years. Events that she was shocked he managed to survive. Then, she came to the memory Ben had just told them. And it all played out exactly how he said, with his last memory being using an unknown alien to sneak into the ship before everything went dark.

She pulled her hand away, her eyes returning to normal. "He's telling the truth."

Everyone sighed in relief, Shining lowering his blaster before stepping forward. "Sorry about all this. Can't be too careful." He used his badge to unlock the cuff around Ben's arm, the teen pulling it off and revealing his own Omnitrix.

"Ooh," Pinkie pulled his arm forward so they could all get a look at it. "Fancy. Way more high tech than Flash's."

"Hey!" Flash frowned, but couldn't deny the Omnitrix did look better than his Omnitrix was. "Okay. We know Ben's on our side now. Can we please figure out how he got here and how to fix the rip in the sky?" The others nodded as they all headed up to the main control room, Ben looking around and nodding at the base.

"Not bad. But where are all the Plumbers?"

"We're all that's here right now," Shining explained. "We've been getting some interest from police officers in the city, but their applications are still being processed. Until then, Flash and I are the only Plumbers on Earth. Which means it's up to us to figure out how to fix this thing." He brought the image of the crack up on the monitor.

Along with it, many news reports were also being shown. The crack was located right below the Earth's atmosphere, which meant it was being seen all throughout the country. "So what do we know about it?" Ben asked.

"We do know it's not stationary," Twilight explained. "The Earth's rotated since it's shown up, but whatever it is has stayed above the Canterlot ever since. That's not something a natural phenomenon would normally do." Ben nodded and he stroked his chin, Shining turning to him.

"Do you have any idea about what this could be?"

"Not a clue." Everyone anime dropped at this, "I'm not really the brainiac when it comes to these situations. We need a galvin if we wanna figure this out." As if on cue, a bright flash of light suddenly appeared behind them.

"Then it's a good thing a galvin is here." From out of the light, a tiny gray frog alien appeared.

"Azmuth!" Flash and Ben cried, then looked at one another. It was then Flash realised if there was an Omnitrix in Ben's world, there had to be an Azmuth.

"What are you doing here?" Twilight asked, as Azmuth stepped over to the computer and leapt on the monitor.

"I was at my lab, when the Ultimatrix's sensor started blaring." He turned to Flash. "I can't leave you alone for five minutes, can I?" Flash shrugged, as Ben stepped forward.

"I know you don't know me," Ben showed him the Omnitrix. "But I'm-"

"From another universe," Galvin nodded. "I know. You stink of dimensional oscillation." He then focused on the watch. "Impressive workmanship. Mine, I take it." Ben nodded. "Interesting. So much more advanced than the Omnitrix I designed."

"Well this is the official Omnitrix," Ben smirked. "Took you six years to make it after I got the prototype."

"Six years?" Twilight asked.

"Yeah," Flash nodded. "All the other Omnitrix holders in the multiverse, got theirs seven years ago. Mine was apparently the last one off the assembly line." Every eye turned towards Azmuth, who didn't even look up from the new device.

"Don't give me those looks. I'm a busy man. You can't expect to rush perfection." Nobody said anything. "Besides, we have bigger issues to worry about." He turned towards the screen, which showed the dimensional crack. "This fissure is stable now, but it won't remain that way forever. Unless we can find a way to fix it, our universe could be sucked inside."

"So how do we fix it?" Trixie asked.

"To figure that out, I'll need to know what created it." He turned to Ben, who shrugged.

"Sorry man. I've got no idea."

"It had to be that ship you were chasing," Sunset told him. "The one that looked like a giant snake head...or something."

"A ship that looks like a giant snake head?" Azmuth asked. "Yes, that narrows it down. Can you maybe be a little more specific." Ben and Sunset had no idea how to answer that, making Azmuth roll his eyes. "I guess I'll have to figure it out myself. In the meantime-"

Before he could finish his sentence, the base's alarms went off and everyone turned back to the monitor.

Twilight started typing and did not look happy. "The crack's going through a phase shift. Something's happening to it." They watched as the crack began to spark, the energy bolts coming off it causing city wide electrical disturbances. Another shaft of light then exploded out of it and flew down towards the city, hitting the same spot it had struck before.

"What now?" Ben asked, only for something to suddenly fly out of the pillar. A robot.

"Wasn't expectin' that," Applejack frowned.

"Honestly," Rarity told her, "we should always be expecting mechanical attack droids at this point." Another robot stepped out of the pillar, followed by another and another. Soon, an entire army or robots were marching out of the pillar.

"Come on," Shining told them. "We gotta get down there and stop them before they do any damage." But as he said that, one of the robots fired a beam of light from its arm and destroyed part of the already damaged down town. "Before they do any more damage." He turned to Ben, "I know this isn't your world..."

"Are you kidding me?" Ben asked. "I'm Ben Ten. I fight against bad guys in other dimensions all the time. What are we waiting for. Let's go show those robots why you don't mess with an Omnitrix wielder's home town." The others cheered as they rushed out the base, heading off to protect their world for the hundredth time.

Azmuth watched them head out, then turned towards the pillar. "I need to find a way to close that breach. Who knows what's waiting on the other side of it."

Author's Note

Flash and Ben meet, bond and begin to work together. Eon and Vilgax are in trouble now. How will things turn out for our heroes in the next chapter? What surprises await them? You'll have to stay tuned to find out.

Chapter 3

The city was in crisis, as the robots that had come out of the light pillar began wrecking the place.

Luckily, the area was still abandoned after the previous battle. But it wouldn't be long before the robots moved onto another location. And as they made their way through the city, they blasted any building they came across whilst ripping anything they could out of the ground.

Up in the air, Shining's ship was racing through the sky towards the fight.

Inside, Flash, Shining, Trixie and Ben were up front. The Rainbooms were all in the back, waiting for the ship to land so they could get into the fight. And as they did, Rarity couldn't help but smile at Ben.

"I have to say. He's certainly a handsome young man."

"Rarity," Applejack rolled her eyes, "can ya'h focus on the situation at hand?"

"Oh please. I'm just looking. What's the harm in it?"

"He's from another universe," Sunset pointed out. "And he's probably gonna want to go back to it, when this is over. I don't think he's interested in starting a relationship here."

Fluttershy nodded. "Besides, I think he's taken."

"What makes you say that?" Twilight asked.

"Didn't he say he had a partner?" Fluttershy asked, "isn't that term used by boys who are...you know?" The others realised what she meant and when they did, they all turned towards Ben and were shocked.

Up at the front, Ben looked over at Flash, Shining and Trixie. "So...are you three like...the main team?" They glanced at him, clearly wondering what he meant. "Like, Flash has the Omnitrix, but you can both fight as well."

"I guess," Trixie nodded. "When Flash first got the Omnitrix, Shining and I had to kind of stick to the sidelines."

"Not always," Shining pointed out. "We left the big fights to him, but we didn't just stand around doing nothing. We were working behind the scenes, making sure the villain's plans were well and truly foiled."

Ben smiled. "That sounds a lot like what my cousin and Grampa used to do. We were a team that made sure no aliens got away with causing problems on our planet."

Shining nodded. "And when the girls learned about Flash's secret, they started helping out as well. That's when Trixie and I started getting our own taste of the superhero pie."

Ben nodded, turning to Trixie. "So Flash has his aliens and Shining's a Plumber. What can you do?"

"Lots of things," Trixie smirked. "I'm Lady Masquerade. A hero just as great as Flash Sentry." Trixie wasn't looking at Flash or Shining, so she didn't see them give Ben an unsure look and a shake of the hand. "Depending on the Medallion I'm using, I've got a bunch of different powers. Illusions, flight, strength, defence. Even the ability to slow down time. I'd like to see you or Flash try that."

"Well..." Ben smirked and Trixie realised he actually had an alien that could slow down time.

"Alright," Shining announced. "We're about to reach the closest group of robots. Everybody ready?" They all nodded, as they arrived at the street with a bunch of machines tearing the place up. And when they saw the ship approaching, Shining quickly fired several lasers to blast them back whilst he landed.

As soon as it touched down, the eleven heroes rushed out of the jet.

"Oh, yeah!" Rainbow hit her geode and transformed into her pony form. Ben was surprised by this, the other girls shocking him more with their transformations. Trixie followed suit and once the girls were all powered up, they ran into battle and used their Equestrian Magic and a few Plumber gadgets, to bust their way through the robots.

"Wow," Ben whistled, "your friends have a lot of surprises. By any chance, are they part alien?"

"Nope," Flash replied. "Sunset and Trixie are technically from another dimension, whilst the girls got their powers using magic Sunset brought from said dimension. It's a long story."

"Yeah, I've heard that before." Ben started flexing and getting ready to fight, whilst Shining took to the air in the jet again and started firing at the robots from above. "Alright. Let's do this thing!" Ben activated the Omnitrix, Flash doing the same with the Ultimatrix. "It's hero time!" Flash had to admit, he liked the sound of that. However, he didn't like the sound of the Ultimatrix refusing to work.

"Huh?" Flash tried to use it again, but it still didn't activate.

"Come on," Ben tried the same with the Omnitrix. But it also failed to switch on. "What is wrong with this thing?" Then, both devices gave out the same announcement in their voices.

Multiple uncatalogued DNA samples detected. Function not available."

"What?" Flash tried again, but just got the same announcement. "What uncatalogued DNA samples?" He didn't get an answer, as the robots started firing at him. "WOW!" He and Ben were forced to run into an alleyway, leaving the others to fight off the machine. "Great. Just great."

Ben pressed on the dial, trying to figure out what was wrong. "Come on. Where's the uncatalogued samples? They have to be close by." The Omnitrix dial then changed to a radar, with a small dot next to the centre. Ben raised an eyebrow and turned to Flash, moving his arm around him and having the dot move with it. "My Omnitrix is detecting you."

"Seriously?" Flash asked, only for the Ultimatrix to beep.

"Flash." It was Azmuth. "I just got a signal that the Ultimatrix is detecting multiple uncatalogued DNA samples. What's going on?"

"My Omnitrix is doing the same thing," Ben told him. "And it's telling me the source is...Flash."

"What. That's...not impossible. Hold on." They waited, as more explosions filled the air. "Ben. By any chance, have you scanned alien DNA that wasn't originally in the Omnitrix when you first got it?"

"Um...yeah," Ben nodded. "I've got a couple."

"Flash managed to scan some previously uncatalogued DNA as well. Your watches are detecting the DNA of the aliens the other ones have scanned. Aliens the two of you might not have access to either."

"So what do we do?" Flash asked.

"Give me a few moments. Let's just hope Ben's Azmuth uses the same security codes I use." As this was going on, the others continued to fight against the robots.

Fluttershy and Sunset were carrying Plumber Blasters, shooting the robots down whilst Rarity threw a bunch of diamond shields at their necks. As they were decapitated, Rainbow rushed around wielding a bunch of laser batons. Using her super speed, she jabbed the weapons into the machine's weapons and disabled them.

Applejack was carrying a mace whose head was made out of pure energy. She swung it around, smashing into the robot's head and crushing them.

Twilight and Pinkie weren't using any Plumber tech, though Pinkie did have a small Blaster handy. They were using only their magic, Twilight lifting the robots as much as she could and throwing them.

Meanwhile, Pinkie was using her magic to turn any piece of candy she could find into an explosive. She threw a cupcake at a robot's head and blew it up, then stuck a lollipop onto the arm of another and blasted it away. And whenever a robot tried to shoot her, she would dodge it without even looking thanks to her Pinkie sense.

At the same time, Trixie had transformed into her Mighty Bull form. And whenever a robot got close, she simply grabbed it and threw it at another one. "Yeah!" She cheered, whilst Shining flew overhead and fired at the robots on the ground. "That's the way." But then she noticed they were missing two. "Hey. Where's Flash and Ben?"

"Alright. That should do it. Both of you, hold your watches up to each others'."

"What'll it do?" Flash asked, but Azmuth didn't answer. So they did as he instructed and in that moment, Ben's watch lit up before the face place slid away to reveal an Omnitrix dial. It and the Ultimatrix dial unleashed beams of green light, which struck one another and caused them to beep and flash several times.

Flash and Ben could only watch in amazement, as the process soon completed and the beams vanished before the watches spoke. "Unknown DNA samples acquired. Scan complete." They rebooted, now back to full power.

"What just happened?" Flash asked.

"I had your watches scan one another's codon streams, for previously uncatalogued samples. They then generated a duplicate scan of the DNA and added it into your own codon streams. You now have access to all the alien species the other had that you couldn't have previously unlocked."

Ben smirked. "So we've got a bunch of new aliens now?"

"Exactly." The pair activated the devices and started cycling through them, eventually finding said aliens and being amazed by them. Flash counted six new aliens in his playlist, whilst Ben had gotten the Equestrian hybrids Flash had gained from his friends.

"This is awesome!" Ben cheered, as he got up and ran out of the alleyway. "Here. Let me show you what one of your new aliens can do." He cycled through the aliens until he found one, the dial sliding back to reveal the core. "I call this one, Armodrillo!" He slapped it down and in a brilliant flash of light, he transformed into a giant yellow robot alien.

Flash smirked at the sight of it. "Aw, yeah. Now that is cool." He turned to the fight and started cycling through his aliens. "Let me return the favour." He found his choice. "I call this one, Gryforce!" He slammed the dial down and transformed, letting out a squawk as he spread his wings. But then he realised, he wasn't the humanoid bird alien he had chosen. "Oh," he slouched. "Actually, this one's called Skydiver."

"You have that problem too?" Armodrillo asked, Skydiver nodding. "Well, can't wait to see what this one can do. Watch and learn!" He ran forward and rushed past the girls, towards the nearest robot. And when he got there, he pulled back one of his fists. As he did, the last piston on his elbow extended.

He threw a punch and the piston shot back into the arm, as the fist smashed into the robot and completely destroyed it.

The other robots pointed their weapons at him and fired, but his hard shell deflected the blasts without even getting burned. Armodrillo's hands then retracted into the arm and were soon replaced, by a pair of mechanical drills that he quickly slammed into the ground.

The next thing the robots knew, the ground beneath them was shaking and they were knocked off their feet.

"Now that's a tough alien," Trixie smirked. Another robot was about to fire at her, but Skydiver suddenly tackled it to the ground and used his claws to tear right through it. He then leapt over to another robot and grabbed its arm, spinning around so its laser fired at another robot instead of Fluttershy. He then tore through it with his claws.

"Nice," Armodrillo nodded. "But is that all it can do?"

"Not really," Skydiver flew over to him and slammed his hooves into the chest of a robot. "But Skydiver's more of a water-based alien." He ducked under a laser, as Armodrillo ran forward and punched the robot out. "When I'm in water, I can turn into a mermaid-like creature."

"Like Ripjaws?" The robotic alien asked, as Skydiver leapt over to another robot and ripped into its waist before pulling out a bunch of wires. The two continued to battle side by side, watching carefully and learning how their new alien could be used in a fight.

They and the girls continued destroying the robots, whilst Shining flew overhead. As he did, he watched as more and more of the city was being wrecked by the robots. "This could never end," he realised before using the coms. "Azmuth. Please tell me you've figured out a way to close this rift."

"I don't even know what's causing it. The energy it's outputting is off the scale and I can't identify it."

Shining frowned, only for the ship to suddenly rock. "Wow!" He almost lost control, as the ship was bombarded by more and more blasts. "What's going on?" He switched to the outside cameras and saw a bunch of robots on nearby rooftops, firing at his ship hoping to bring it down. "Nice try!" He barrel-rolled and dodged several shots, then flew straight up and out of range. But as he did, part of the damage wing exploded. "Oh, come on. I just got this thing."

He worked to stay airborne and headed back towards the ground, as more robots fired at him.

Barely managing to avoid these attacks, he shot back and blasted several robots to bits before landing on the ground. As he did, the ship's systems started blaring that it couldn't take off again. "Great." He ran for the exit and once outside, he started firing his Multi-Striker at the robots firing at him.

He blasted several of them and they exploded, the smoke covering Shining as he got in close and switched his weapon to a blade. He then ran out of the smoke and started fighting the robots hand to hand, slashing through them whilst dodging or deflecting their blasts into each other.

Flipping through the air, he cut the legs out from under a robot and stabbed another in the chest. But as he did this, he looked around and saw more robots approaching.

The others had slowly spread out across the many streets, each of them working to take down their own horde of robots one on one.

The only ones that stayed together were Flash and Ben, the pair continuing to fight side by side in order to learn more about their own possible future aliens. But as Armodrillo knocked another robot away, Skydiver leapt back before hitting the Ultimatrix and transforming.

"Volt-Edge!" The electric lizard cried, his body sparking as he unleashed a bunch of electricity in order to fry the robot's circuits.

"Nice," Armodrillo touched his own dial to transform. When the light faded, he was a large wolf-like alien wearing green clothing. "I call this one, Blitzwolfer!" He rushed forward and started slashing at the robots, whilst another got in close and changed its blaster to a buzzsaw.

It slashed at him, but Blitzwolfer caught the arm before his mouth split into four and he unleashed a powerful sonic howl.

This slammed into the robot and sent it flying backwards, ripping its arm off which the alien threw at another one to cut through. As he did, Volt-Edge rushed forward and cut through the group with his electrically charged claws. But whenever it seemed like one was knocked down, two more took their place.

"There's no end to them," Volt-Edge cried.

Blitzwolfer was thinking the same thing, as he leapt over another one and slammed its feet claws into the head of another. As he did, he remembered what Flash was using. "Maybe now would be a good time to go Ultimate." Volt-Edge flinched hearing it. "What's wrong?"

"Nothing," Volt-Edge reached for the dial. As he did, he remembered the last time he had gone Ultimate in this alien form. At least he knew what this alien would become.

But he still hesitated and in that moment, a robot got in closer and swung a laser saw at him. "Look out!" Blitzwolfer howled at the robot, knocking it away from Volt-Edge. But doing so caused another robot to hit him with its laser, blasting him away. "Augh!" He was thrown backwards and smashed into the side of a building.

"Ben!" Volt-Edge rushed over to him. As he did, several more robots pointed their weapons at them. As such, Flash quickly hit the Ultimatrix and transformed. "Gemini!" He cried, the carbuncle alien bouncing over and landing in front of Ben before forming a seven coloured shield around them. "Are you okay?"

Blitzwolfer moaned as he picked himself up. "Yeah. I'll live." He looked over at Flash's alien and looked impressed. "Quick. Go Ultimate. I'll cover you whilst you transform."

"I can't," Gemini cried. "I have no idea what Ultimate Gemini would look like. it might be something that I can't control. I can't just transform like that in the middle of a battle." Blitzwolfer frowned, clearly seeing there was more to this problem than what Flash had just said.

Twilight threw another robot away, then ducked to avoid getting blasted by another.

She thrust her hand forward, sending the robot flying backwards and crashing into several more. but doing so exhausted her, even though she couldn't stop. She had to keep going. Keep fighting and stop these things once and for all. And she wasn't the only one getting tired.

Fluttershy and Sunset weren't the most active of ponies, so the constant running around was seriously exhausting them.

"How many more of them are there?" Sunset asked, as she and Fluttershy ducked into an alleyway to catch their breath. "This feels like one of those video game levels. The ones where there are an unlimited number of enemies to fight."

"How do you usually win those levels?" Fluttershy asked.

"There's usually a counter," Sunset replied. "You just have to survive or take down a certain number before the time runs out." A robot suddenly noticed them inside the alley and turned to attack, Sunset quickly firing her blaster and taking it down. But doing so caused her blaster to run out of energy.

She gasped, as the device went dead. She shook it around, trying to get it to switch back on. But it refused.

Another robot appeared and charged, Fluttershy creaming as she fired at it and the robot's head was blown off. But this caused her blaster to run out of power as well.

The girls shared a worried look, as more robots started marching towards them. All they could do was scream out for their friends.

Rainbow raced through the streets and leapt at a robot, slamming it in the chest and knocking it onto its back.

She kept running, looking back and seeing the robot unable to pick itself up or roll over. But when she looked forward, she saw a laser saw flying for her. "Wow!" He leapt back and dropped to her knees, causing her to slide against the ground whilst the saw flew above her. "Not cool!" She slammed her baton into the robot's chest and zapped it.

At the same time, Applejack swung her mace around and crushed a robot's chest. She panted, wiping her brow as the robot collapsed. "This is more exhaustin' than harvest time."

"Tell me about it!" Rainbow cried, "how many of these things are there?" They spotted Rarity and Pinkie, hiding behind a wall of Rarity's shields whilst the robots blasted them. Pinkie threw several sweet treats at them, but she was clearly starting to run low.

"Hang on!" Rainbow rushed forward, Applejack right behind her. They drew the robot's attention and Rarity used this to throw her gems at the machines, slicing through their necks and destroying them. "You okay?"

"I'm sweating," Rarity cried. "And this outfit was not designed for sweating."

"It's a magical outfit ya'h get whenever ya'h pony up," Applejack pointed out. "A'h think it can handle a little sweat." Rarity didn't seem to think that, an explosion making them look around and see Trixie running out from around a building.

Lady Masquerade spun around, as a bunch of robots ran towards her. But before they could fire, she removed the bell from around her neck before slamming it into the ground. This unleashed a sonic wave, that smashed into the robots and knocked the flying backwards.

Robots down, she looked around and saw the others looking exhausted. "You girls okay?" They gave her an unsure look, as more explosions drew their attention.

They rushed over to it and spotted Shining Armor, cutting through as many machines as possible. But it was clear, he was also getting exhausted from all the fighting he had done. "Hang on!" Rainbow cried, rushing forward and jamming her weapons into the machines.

Rarity threw her gems at them whilst the others ran in, freeing up Shining from being surrounded by the robots.

"Thanks," he nodded. "These things are non-stop. You guys seen Twilight or the others?" They shook their heads, Shining getting worried. "Not good. Flash and Ben must be getting close to their time out. If they're on their own, they'll be in serious trouble." The others realised he was right. They had to find the alien boys before it was too late.

Gemini leapt over a robot, dodging its laser saw and allowing Blitzwolfer to blast it away with his howl.

The humanoid bunny rushed forward and used a pair of force field boxing gloves, to leapt up and smash the robot in the face. But as he did, the Ultimatrix started beeping. "Not now!" He kicked a robot away and leapt over at Blitzwolfer, whose Omnitrix was starting to beep as well.

The alien wolf took a deep breath and unleashed a powerful sonic blast, which slammed into the robots and knocked them all flying backwards. And that was when the pair reverted back to human, both looking worried as their devices were out of power.

"Come on!" Ben gestured for Flash to follow, the pair running as several robots stepped out from around buildings and alleyways.

Several started firing at them, as Ben looked down at his watch. "Any time now."

"How fast does your watch recharge?" Flash asked, hoping a more upgraded model would need less cool down.

"It depends. Sometimes it's a minute. Sometimes it's five. Depends on how hard I push it." They ducked to avoid getting blasted, but another robot hit the ground in front of them and they were knocked flying backwards. Both cried out as they hit the ground, moaning as the robots began to circle around them.

Back on the ship, Vilgax and Eon watched the two defenceless teens getting surrounded.

"Yes!" Vilgax laughed. "Finally. It's only a shame, that I couldn't destroy you personally." They robots aimed their weapons and started charging up, the pair itching to see them be destroyed. However, something suddenly happened that drew their attention.

An alarm went off, detecting a strange energy signal coming from that area. And before either of them could ask what was happening, a bright light exploded behind the alien heroes.

Flash and Ben flinched, as the bolt of blue light shot down from the sky and opened up to reveal a portal.

From out of the portal, a man stepped out wearing a white and brown steam coat. His right arm was made of metal and he had a brown top hat with goggles on it and a brown cane in hand. Just by staring at him, Flash could tell that despite his young appearance, this man was practically timeless.

"Paradox?" Ben asked, Flash surprised he knew this guy.

"Hello, young Ben Tennyson. And young Flash Sentry."

"Do I know you?" Flash asked, but the man named Paradox simply smiled.

"Oh, yes. We've met before. Or in your case, we'll meet later. From your point of view, we haven't met yet. But I've been on many an adventure with you, young Sentry." Flash turned to Ben, who just shrugged.

"Don't bother trying to make sense of it. You'll just get a headache." As he said that, the robots finally started moving again and looked ready to attack.

Paradox noticed Flash and Ben's watches were out of power, making him nod. "Looks like I arrived at just the right time. I brought a little extra help." In that moment, an orange and white ship came flying out of the portal.

Ben laughed. "That's Rook's ship!" Then, the back of the ship opened and two people leapt out of it.

One was a young woman of around sixteen or seventeen, with pinkish purple skin. She was wearing a suit that was a mixture of black and blue. Her chest and arms were black, whilst the rest of her suit was blue. But she wore black leather boots that went up to and over her knees, whilst a blue scarf was wrapped around her neck and trailed behind her. Her waist had a metal belt slung around it, with a strange looking brown bag hanging from the side.

Her face was mostly covered by a black cat mask, which had blue around the eyes and inside the ears, that left her mouth exposed. And on each of her arms were two dome-like coins made of stone, each one having a glowing pattern etched into them.

But the thing that was most noticeable about her, was that her eyes were glowing and her shoulder-length hair was made out of pink energy.

The other was a taller man or around eighteen, having pale cream skin and shoulder length black hair. He wore a gray long sleeved T-shirt and dark gray pants with brown boots, under a green sleeveless jacket with black trim and a long collar. On his chin, he had an X-shaped scar.

Seeing them, Ben's smile grew even larger. "Gwendolyn! Kevin!"

"Who?" Flash asked.

"My cousin and best friend," Ben explained as the robots charged at them. As they did, Gwendolyn raised her arm whilst staring at Ben.

"Do you have any idea, how worried we've been!?" One of the coins on her arm glowed before a bolt of lightning exploded out of her hand, cutting into the robots and destroying them.

Kevin then ran over to a robot and placed his hand on it. When he did, his body and clothes were suddenly coated in the same bronze material that made up the robot. Once he was entirely covered, he turned towards some still working robots and ran forward. And as he did, his arms morphed into blades that he quickly swung around to cut through the machines

"Wow," Flash whistled, "that's cool." As he said that, Ben's Omnitrix beeped.

"You think that's cool," Ben activated the device. "Wait until you see this!" He slammed the dial down and transformed into a humanoid pterodactyl, with a hole in his back that green fire flew out of and propelled him into the air.

He squawked as he flew up, a pair of energy whips extending from his wrists. He quickly flew down and started whipping the tendrils around, whilst Flash looked down at his device.

"Come on!" He cried, anxious to get back in the action.

"Patience," Paradox told him. "Your time will come." Flash wondered what he meant by that, as Ben and his friends started kicking serious butt.

As Ben flew around, Gwendolyn's body suddenly started floating. As she took to the air, fireballs started exploding out of her hands. They crashed down onto the robots, blowing them up whilst Kevin ran through them. He slashed several to pieces, then reshaped his hands into a mace and hammer to crush their heads in.

Flash could only watch in amazement, whilst Ben lassoed several robots before pulling on the whips and lasering through them. Just by watching, Flash could tell these three had years of experience fighting evil.

"Flash!" He looked around and saw Trixie, Rarity, Pinkie, Applejack and Rainbow running towards him. They were shocked by the sight of Gwendolyn and Kevin, then saw Paradox next to him. "What the heck happened? Who are these guys."

"Allow me to introduce myself," Paradox bowed. "Percival Dachs, at your service. But everyone calls me Professor Paradox, time walker extraordinaire ." The others looked at Flash, who shrugged.

"They're Ben's friends, from his universe." He looked around, "where are the others?"

"Shining went to find Twilight," Trixie explained. "And...I don't know where Sunset and Fluttershy are."

"We'd better look for them," Flash pointed out. As he said that, the Ultimatrix turned green. "Finally. He activated the device and quickly transformed. "Gryforce!" Finally getting the alien he wanted, he leapt into the air and flew through the sky.

Shining was on his hard-light cycle, flying through the streets looking for his sister.

And as he turned a corner, he spotted a large group of robots circling around something. Twilight. "Hang on!" He raced towards her, the robots turning to point their blasters at him.

He fired his own lasers, but the robots shot at him several times before he blasted them down. And though he dodged a couple shots, one struck the ground in front of him and he was blown off his ride. "Shining!" Twilight cried, seeing her brother hit the ground rolling whilst his bike disappeared.

He groaned, pushing himself up, whilst several robots charged at him with their laser saws.

He saw them coming and just managed to pull out his Multi-Striker, using it to defend himself in shield form. As the saw ground against the energy shield, several robots made their way around him and prepared to fire. But Twilight managed to spin a few around to blast one another, letting Shining push his opponent away and change his weapon into a sword.

He sliced through the robots, fighting his way through them until he and Twilight were back to back.

"Any ideas?" Twilight asked, wanting to know how they were going to get out of this situation.

"Yeah," Shining nodded, "to demand Plumber overtime with how many of these things we've fought." He changed his sword to a blaster and fired.

"At least you get paid," Twilight pulled the legs out from under several robots. "Seriously. How are we going to stop all these things?" It was in that moment, the orange and white ship flew over them. "Huh?"

"Where'd that thing come from?" Shining asked, as the ship moved towards the ground.

When it reached the street, it suddenly started transforming. And in seconds, it morphed into an orange and white truck that had 'Max's Plumbing' on the side of it. The truck smashed into several robots, running over them before skidding to a stop.

The door opened and someone leapt out of it.

The cat-like alien jumped onto the roof of his truck and removed the device from his shoulder, which started reshaping itself and eventually became a bow of some kind. And when he pulled on it, the string being made of an orange energy, an energy arrow appeared and he fired it towards several robots.

They stabbed into the robots and exploded, Twilight and Shining still shocked by his sudden arrival. "Hurry!" He gestured over to them, "we must escape!"

The siblings weren't sure what to say to this. But Shining suddenly noticed the Plumber badge symbol on the side of the bow, then remembered seeing it on the ship's wings. As such, he grabbed his sister and they ran towards the truck.

The alien shot several more robots, as the two reached the truck and jumped into the cab.

The alien jumped down behind the wheel and hit the gas, the truck rushing forward and crushing several more robots before morphing into the ship form. They took to the air, the alien smiling at them. "Greetings. I am Rook Blonko. Plumber Magister."

"Magister!?" Shining looked shocked, Twilight being confused. "It's a really high rank in the Plumbers." Rook nodded as they flew over the city, avoiding the lasers being fired at them. And as they did, they spotted Gryforce and Ben's alien pterodactyl.

The two aliens shot over the city, the alien Ben called Astrodactyl glancing back and seeing Rook's ship. "I think my partner just saved some of your friends."

Gryforce nodded, as they spotted the pillar of light still going. "Then we just need to find a way to shut this thing down before it sends in any more robots."

Astrodactyl nodded, but then looked down and spotted something. "Actually, I think they're retreating!" Gryforce followed his gaze and saw several robots returning to the ship. But then he noticed two of the robots were carrying something.

"That's not a retreat!" He dived down, "it's a kidnapping!" Astrodactyl dived down after him and his weaker eyes soon saw what Gryforce saw. The robots were carrying two girls. Two unconscious girls, who were about to be dragged through the portal. "Sunset! Fluttershy!" Gryforce then unleashed a sonic blast, but the robots were able to walk through the portal before it struck.

The other bots started firing at them, the pair forced to take evasive action to avoid getting blasted. But as they did, the pillar of light retracted back towards the sky.

"NO!" Gryforce flew after it, with Astrodactyl's back jet exploding to rocket him up faster. But even he wasn't fast enough to reach the light before it returned to the crack, disappearing inside of it as the fissure sparked.

Astrodactyl planned to rocket up and try to break through the fissure. But before he could get high enough, the Omnitrix beeped and he reverted back to human. "Wow!" He fell back towards the ground, but Gryforce caught him before he picked up too much speed.

Ben looked up and saw Gryforce, looking devastated. "They're gone."

"I'm sorry," Ben sighed. "We'll find a way to get them back." As they flew back down to the ground, they noticed all the robots had deactivated. Without the pillar open, there was no signal for them to work with.

As they landed, the rest of their friends arrived. Trixie and the rest of the Rainbooms ran in, Paradox strolling behind them, with Gwendolyn and Kevin arriving from another direction. Rook's ship flew overhead, flying down to the ground before reverting back to its truck form. When Twilight got out of the truck, she saw Flash return to human and look upset.

"What's wrong?" The others saw Flash's expression, fearing something bad had happened.

"Sunset and Fluttershy," Flash started. "They were...they were taken."

"WHAT!?" Rainbow screamed, as Ben stepped forward.

"The robots took them through the pillar, right before it disappeared. We tried to go after them, but we didn't make it." The others looked horrified, whilst Paradox sighed.

"I am sorry for the loss of your friends. But I can assure you, we will find a way to save them." the others looked confused by this, whilst Rook stepped over to Ben.

"I am glad to see you are alright," he told the teen. Ben smirked back.

"Good to see you, partner." The Rainbooms were shocked by this, seeing this was Ben's partner. "Don't suppose you guys have any idea what's going on, do you?"

"I can answer most of your questions," Paradox announced. "But the middle of a battlefield isn't the best place for it." He tapped his walking stick on the ground and in a flash of light, they were all somewhere else. The Plumber Base.

Azmuth jumped at their sudden appearance, turning to see them and looking surprised. "What's going on? I didn't teleport you."

"Apologies," Paradox announced. "I thought you would like to hear my explanation first-hand."

"Who the heck is this guy?" Shining asked the others, then turned to Gwendolyn and Kevin. "And them?" At that moment, Gwendolyn's appearance changed. She now had the same skin tone as Ben, with red hair that was actually hair, a pair of glasses over her face, a blue jumper, black pants and pumps.

"These are my friends," Ben explained. "Rook, Gwendolyn and Kevin." He then gestured to the steampunk man. "And this is Professor Paradox. He's...some kind of temporal super being who can travel through time and space."

"A simplistic way of explaining me," Paradox stated. "But it will suffice. We have much to discuss and barely any time to explain it. If we do not act fast, many dimensions will be in danger." That statement worried them.

Sunset groaned as she felt herself beginning to come around.

Her body felt like it had been punched a hundred times and as she became more aware of it, she realised she was sitting in a very uncomfortable position. In fact, she was sitting against something curved and her legs were bunched up with her feet pressed against something.

She opened her eyes and after a few moments of blurriness, she realised she was in some kind of glass tube.

The tube was barely wider than a hula hoop, explaining why she was in such an awkward position. And as she looked around, she spotted several more tubes besides her. And one of them had Fluttershy inside, unconscious but appearing unharmed.

"Fluttershy!" She groaned as she pushed herself to her feet, "FLUTTERSHY!" The scream finally got a response from the girl, who started coming around.

"What?" She opened her eyes and looked around, "where are we?" She quickly saw they were trapped in tubes, "what's going on?" She started panicking.

"Calm down," Sunset assured her. "Don't tire yourself out by freaking." She looked around, "let's see what we can figure out." But there was barely anything to figure out. The room they were in was dark and wires were tied to the ceiling, all of them connected to one of the tubes. "This can't be good."

Professor Paradox tapped his staff on the ground again, causing another flash of light to fill the room.

That light morphed into dome, which completely encased them and allowed them to see images Paradox was describing. The first, was an image of the planet. "This is the dimension we're currently in right now." A second Earth then appeared, "and this is the dimension that Ben and his friends originate from. And these..." Many more worlds appeared, "are all the other universes that exist."

"The multiverse," Twilight realised.

"Actually. The term Omniverse would be a better way to describe it. Because it truly does contain any and all possibilities. If you can imagine it, there exists a universe that has it." He turned to them, "a universe where Trixie discovered the Omnitrix. Or a universe where everybody is the opposite gender. If you can imagine it, it exists."

"Cool," Rainbow smirked. "But what does this have to do with what's happening?" Paradox smiled before the many earths were surrounded by transparent bubbles.

"Every universe has a dimension wall around it. A forcefield that keeps them from colliding." As he said that, two of the Earths were moving towards one another. "These walls create a form of repulsion that keeps them from ever colliding." The two Earths suddenly bounced away from one another, their bubbles inches from colliding. "Through this system, the different dimensions remain in perfect balance with one another."

"But what about Equestria?" Twilight asked. "There's a portal to that Dimension here in Canterlot."

"Yes," Paradox nodded. "A very rare thing indeed. A stable, dimension tether." Two of the worlds came close together and when they did, a sting of light appeared from one and linked to the other. "As you can see, your world and the world of Equestria are linked through this dimensional tether. A bond that allows the two worlds to remain close without being repelled. And under the right circumstances, allows people to cross between worlds."

"Excuse me," Kevin raised an arm. "But what exactly is this...Equestria?"

"A magical world full of creatures from mythology," Pinkie smiled. "It has dragons, sea monsters and everyone who's a human in this world, is a horse in that one."

"Oh," Kevin replied, "I see..." He scratched his head. "Magic world of horses. Sure, why not." The others smirked as Twilight looked around, seeing the many different worlds bounce off once another. Then she realised something.

"If everything inside the bubbles are the universes. Then what about the spaces outside the universe?" She gestured to a spot between two bubbles, which had nothing in it."

"That," Paradox frowned, "is the void. Not a very nice place. It contains absolutely nothing. No light. Not darkness. No anything. It is the absence of everything."

Gwendolyn crossed her arms. "When we went to the Forge of Creation, was that area we passed through the void?"

"Exactly," Paradox nodded. "On that occasion, you were protected by my abilities. But most of the time, entering the void would result in you yourself becoming nothing at all. It is a very dangerous place to wander."

Azmuth had been watching all of this and listening carefully. "I'm assuming whatever this new danger is, it's threatening to destroy the balance between these worlds."

Paradox smiled, "as insightful as ever." then, something appeared in front of them. A smaller version of a snake looking ship that Ben and Rook both recognised.

"That's the ship I went into," Ben cried.

Rook nodded. "And after you boarded, I lost radio contact with you. I planned to follow you into the ship, but the vehicle unleashed a beam that seemed to tear a hole in the universe. Before I could follow, it flew inside and the tear closed."

"I'm afraid the tear didn't close," Paradox announced. "And that thing you saw wasn't a ship at all."

"Then what was it?" Gwendolyn asked, as the ship's image changed. It suddenly transformed into a real snake's head, whilst a serpentine body began to grow out the back. And on this snake body, a pair of bat wings appeared.

"This is a creature that should have never existed. A creature whose birth was a multi-dimensional accident. The Repivor."

"Repivor?" Flash didn't like the sound of that. "I'm guessing it has a reason for you sounding so afraid of it. What did it do?" He saw how big the creature was, especially compared to the many worlds around it. "Don't tell me it ate dimensions?"

"In a way...yes." They all thought Flash was joking. But actually hearing him say that made everyone want to suddenly curl up and hug themselves. "The repivor was one of the few creatures in existence, that could survive inside the void without consequence. It had the ability to pass through the dimensional barriers, allowing it to enter any world it wanted."

They watched, as the repivor shrank down until it was only half the size of the planets. It then passed through the bubble around the planet, but left a large hole in the bubble. And as it flew around the planet, its tail began to glow.

"What's it doing?" Twilight asked, as the repivor flew out of the bubble once again. When it did, the light on its tail merged to the hole it made and created a string that connected it to the world it left. It then flew towards another world and dug into that one's bubble.

"It's creating a dimensional tether," Azmuth realised.

"Exactly," Paradox nodded. "But this one isn't like the tether that connects this world to Equestria. It's unstable." The repivor flew around the planet and then out of the bubble, creating another hole that the light on its tail connected to the first hole. And as it flew back towards the first world, it started towing the second one behind with it.

It reached the first world and flew in through the first hole, filling it with the light of the tether before it flew out the other hole. The two world were now connected by a single loop, running through two holes in each's dimensional barrier.

As the worlds drew together, the holes grew larger and eventually formed one large hole. And as the repivor flew up above the worlds, they connected at the holes and the bubbles merged into one giant bubble. And in doing so, there was nothing stopping the Earths from smashing into one another and exploding.

"Wow!" Flash and Ben blinked, as the worlds imploded and unleashed a shockwave.

Paradox frowned. "Quite the horrible outcome, I'm sure you'll agree. When both worlds collide, they destroy one another and unleash a powerful energy. It is this energy that the repivor devours, growing stronger as it does so. And the universes and everything within them are destroyed, sent into the void and lost for all eternity.

"And the creature did that just to eat?" Gwendolyn asked.

"Indeed," Paradox nodded. "And with the unlimited number of universes out in the world, it could feast forever and not even destroy one percent of the omniverse."

"Endless destruction and suffering," Shining realised. "But...something must have stopped it."

Paradox nodded. "A powerful group of beings, fought against the creature. Beings your new friends are quite familiar with." They all turned to Ben and his friends, who looked just as curious until Rook snapped and leaned over to Ben.

"I believe he is talking about the celestialsapiens." The others all went 'oh' and nodded, whilst the others wondered what they were talking about.

Paradox pointed at the repivor, who was suddenly surrounded by dark figures carrying swords and other weapons. They were all fighting around the monster, eventually cutting the repivor's head off. "Nice," Rainbow cheered, "they killed it."

"Indeed," Paradox nodded. "But it's power still remained." The head of the creature fell into one of the bubbles, shrinking down and crashing into one of the worlds. "After it's slaying, the repivor's head was lost for centuries. Despite that, it's power remained and its head was eventually found by another group of beings. These ones discovered the power of the creature and discovered a way to transform its head into the ship Ben and Rook found."

"And that ship has the same power as the creature?" Twilight asked.

"Not the same power," Paradox announced. "But something similar. And equally dangerous."

Fluttershy and Sunset did everything they could to try and free themselves, but the glass wouldn't give.

As they tried, the roof of the room opened up and Eon floated down into it. And as the girls saw him, they gasped at his horrible appearance. "Ahh...awake I see. Good. That'll mean more power for us."

"Power?" Sunset asked. "What are you doing?"

"Changing the universe," Eon announced. "At least...changing this universe. But to do that, I need your help." He pressed a button on his gauntlet and doing so caused the tubes to light up, the girls looking worried.

Then, they felt a light sucking motion coming from above and they suddenly found themselves glowing the same colour as their geodes. "What are you doing?" Sunset cried, as the light was sucked off their bodies. The light flew through the tubes and into the ceiling, whilst the girls were terrified they were not going to survive this.

Paradox was about to finish his story, but the base's alarms went off before he could.

The dome of light vanished, as Azmuth used the computer to bring up the image of the breach. And when it appeared on the screen, they were shocked to see the gap was opening. "What's goin' on?" Applejack asked, as Paradox frowned.

"The dimensional tear is growing larger. And if it grows large enough, the repivor ship will be able to enter your world. Then, it'll only be a matter of time before the world as you know it is destroyed." Everyone shared a terrified look, fearing that their world and everyone they loved would be destroyed.

They couldn't let that happen. No matter what, they would stop the repivor and whoever was controlling it.

Author's Note

You guys asked for it and here it is. Paradox and Ben's friends have entered the party. But Sunset and Fluttershy have been captured. Will Flash and his friends be able to save them? I can't wait to find out.

Fun fact. The only reason this story became a thing, was because I wanted to give Flash Ben's acquired aliens without it seeming lame that he just had them. I'm not falling into the same trap of Ben 23. I mean, how the heck did he get Armodrillo and Nanomech? That shouldn't be an issue any more. Now Flash has six new aliens to play with after this. And maybe more.

Chapter 4

All over the city, people stared up at the crack in the world and were absolutely terrified.

Many people had tried to get in contact with the Plumbers, hoping Flash Sentry would tell them what the heck is going on. But the alien hero and his friends weren't responding. And now, the tear in the sky was growing even larger.

The tear sparked and grew larger and larger by the second, many people fearing some kind of monster was waiting on the other side to attack. But eventually, the sparking stopped and the tear's growth ended. But it didn't shrink back down, causing many to be scared it might happen again.

Inside the Plumber Base, everyone stared at the tear.

"Why'd it stop?" Pinkie asked. "I'm not complaining, but I thought it was gonna get even bigger and let the snake creature through." Everyone turned to Paradox, who seemed to have all the explanations. But even he didn't seem to know what was going on.

"I can only guess, that the ship's lack of use over the millennia has made it lose much of its energy. Whilst it has the ability to rip holes in dimensions, it no longer possesses the needed power output."

"Really?" Ben frowned. "Do you think whoever's in there was trying to make it through on the first try, but got stuck halfway through?"

"A possibility," Paradox nodded. "It had enough energy to open a breach, but couldn't make it big enough to go through. So instead, they sent the robots through."

"But what for?" Twilight asked. "Are they just planning on conquering the world? If they can send troops through already, why were they clearly trying to widen the breach?"

"And why would they take Sunset and Fluttershy?" Rarity asked.

Azmuth listened to all of this and slowly, he started putting some of the pieces together. "They sent the robots through, captured Sunset and Fluttershy, closed the portal as soon as they had them, then tried to widen the breach again. I think it's obvious what whoever this is is doing."

The others slowly thought about it, but it was Gwendolyn who figured it out. "They're using them to power to repivor." Everyone shared a look of shock. "Those abilities you girls have. Do your friends have them too?"

"Yeah," Flash nodded. "Their abilities aren't as battle capable as the others, but they have powers. Magic powers."

Twilight held up her geode. "We're all imbued with magic. We used to just be charged with it, but prolonged exposure has slowly given us the ability to produce our own magic. If whoever this is, has figured out a way to siphon that magic out of Sunset and Fluttershy..."

"Those girls will be a pair of pretty powerful batteries," Kevin realised.

"Which brings us to our next issue," Azmuth stated. "They tried and failed to open a breach using those two girls. Which means they'll need more of you if they want to open that breach up some more."

The Rainbooms all looked worried, as the others turned towards them. "Then I guess we know what we're doing," Shining stated. "Keeping you girls out of sight until we figure out how to stop whoever this is."

"But we don't even know who they are." Flash pointed out, hating not knowing.

"Paradox," Ben looked over at the time walker. "You usually know everything. Can't you tell us who's controlling that thing and what their weaknesses are?"

"I'm afraid not," Paradox replied. "I already attempted to look into the past and see who uncovered the ship. But the power of the repivor is causing issues with its own timeline. Trying to travel back to an event connected to it, is like trying to walk towards the source of a hundred mile an hour wind. It just isn't possible."

"Great," Kevin crossed his arms. "So we have no idea who's attacking us or what their plans are. Is there anything we do know?"

"Only that this enemy will attack again," Azmuth stated. "They obviously sent the robots here to try and lure the girls out. They very well may try that tactic again." They all nodded, knowing they couldn't let Twilight or the others risk themselves.

Then, Trixie had a very concerned look on her face. "Um...question. I really hope the answer is no, but is there a chance that Sunset and Fluttershy...didn't survive the magic extraction?" That question sent many of them into a state of absolute worry. "I mean, how much damage could being drained of their magic do to them?"

Everyone tried to think of an answer that wouldn't confirm Trixie's worry, with Twilight raising a hand. "I think they should be fine. Remember when I accidentally drained you girls of your magic? You girls were fine afterwards."

"But we were still exhausted," Rainbow pointed out. They all hoped Fluttershy and Sunset were okay. If anything happened to them, their friends would make sure whoever did it would pay.

About the repivor ship, Eon and Vilgax stared at the breach.

"Useless!" Vilgax growled, turning his attention on Eon. "You told me the magic we drained from those girls would re-energise the ship." Eon turned towards him, not looking the least bit scared.

"And it did. We just miscalculated how much the magic would re-energise the repivor." He walked over to a part of the cockpit and pressed a button on his gauntlet, causing part of the floor to sink downwards and allow him to descend into a lower area.

There, Sunset and Fluttershy were laying in their tubes. Both looked exhausted, but alive.

"Ahh," he nodded, "so that's the problem." The girls looked up at him, as he pressed another gauntlet button. Suddenly, small portals opened above the girls and dropped a bunch of seed-like objects down on them.

"Hey!" Sunset cried, blocking her eyes from getting it in them. "What are you doing?"

"Feeding you," Eon stated. "You'll need all the energy you can get for our next attempt to open the breach."

"You think we'll let you use us to invade our world?" Sunset asked, as she and Fluttershy brushed off what she now realised were seed shaped pieces of biscuit crumbs. "If you need us to power this thing, forget it. We won't eat." Fluttershy suddenly stopped herself from eating a piece of biscuit and quickly threw it to the ground, nodding in agreement whilst Eon laughed.

"Eat...don't eat. Makes no difference to me. From what I've heard, there are five more of you girls to use. If you don't have the energy to survive the next drain, so be it. I'll just throw what remains of you into the void and go get the others. Makes no difference to me." With that, the platform he was on flew back up into the ceiling.

Now alone, the girls considered their situation.

If they did die, their friends would blame themselves for not being fast enough. Plus, it would put them in even more danger. They had no choice. "Eat," Sunset told Fluttershy. "And get some rest. We'll need all the energy we can."

"But he already drained us of our magic." Fluttershy looked down at her geode, which was no longer glowing.

"Magic is a form of energy," Sunset pointed out. "After being exposed to it for so long, we can recharge our magic using our own energy. It'll take a while, but our magic will be back to full power. But if we don't eat, we won't have anything to convert to energy."

"Okay," Fluttershy started eating. Both of them felt like animals, eating crumbs off the floor. But it was better than starving themselves and being too weak to survive another magic drain. They just hoped their friends saved them before said drain.

Back at the Plumber Base, Azmuth was still trying to find a way to get them through the breach without ripping all of space and time apart.

The others hated just sitting around, but they didn't see anything else they could do. As such, they had all gone off to try and get their minds off the current situation. As such, Twilight and Shining had gone with Rook after Paradox had warped his Proto-Truck into the base.

"Nice," Shining smiled as he looked at the machine in truck form. "I wish I had something like this before we went public. Would have been way easier if we had a ship that could turn into a normal looking car."

"And this gear," Twilight held up the Proto-Tool. "You said it has a thousand uses?"

"One thousand and twelve," Rook corrected. "I have made a few modifications over the years." He was looking over Shining's Multi-Striker. "But this device is quite remarkable." The weapon was in its standard bent H-shape form, only to then change into its blaster form. "Programmable matter?"

"Something like that," Shining nodded as he stepped over to him. "So you've been Ben's partner for a while?"

"Indeed," Rook nodded. "I was assigned to him by Magister Tennyson, after Gwendolyn and Kevin left so she could attend her college." He turned to Shining, "what about you? Were you assigned to Flash by the Plumbers?"

"Kinda," Shining nodded. "But I already knew about Flash and the Omnitrix before I was a Plumber. Learned about his secret early and almost turned him in. Then I saw how Flash wanted to use it to help people. I didn't wanna ruin his life, so I teamed up with him. Tried to teach him how to use the Omnitrix the right way."

"I see," Rook nodded. "From what I have read in the Plumber database, you took on a similar role as Magister Tennyson did back when Ben first got the Omnitrix."

"Is that so?" Shining took the Proto-Tool from Twilight and started looking it over. "I never got to meet Max Tennyson. He's not alive in this universe. What's he like?"

"His exploits are legendary," Rook explained. "Even after Ben acquired the Omnitrix and became a hero, Magister Tennyson fought alongside him in many battles. He fought in the Highbreed War and Incursean Invasion. Earth would likely be a wasteland, if Magister Tennyson had not been there to help Ben become the hero that he is."

Shining nodded. "Sounds like he's someone worth respecting. Hopefully, I can fulfil his role in this universe."

"I am sure you have already done more than enough, to earn the same level of respect that Magister Tennyson holds throughout the universe. You said you taught Flash how to use the Omnitrix, did you not?"

"I was there to give him some advice at the start," Shining replied. "But Flash seems to be a natural at this heroic stuff."

"That's true," Twilight nodded. "Even before he had the Omnitrix, he would do anything to help people. One time, he ran into the middle of a fight we were having with a giant robot. If he hadn't, we never would have gotten Sunset's geode back and won the fight."

"I feel there is more to that story than I am being told," Rook explained. "Either way, I am sure Flash still has you to thank for how far he has come."

"I guess," Shining nodded before looking around. "Where the heck even is Flash?"

"I think he and Ben went to the training room," Twilight pointed out. "Makes sense. They must have aliens the other doesn't, so they're probably trying to learn as much as they can about them."

In said training room, Flash was staring at a giant planet alien with a flytrap head. He hummed as he looked the creature over, then smirked. "Wildvine."

"Yeah!" The alien cheered before turning back to Ben. "Dude, this is just getting creepy." Flash shrugged. "Alright. Your turn." Flash nodded and activated the Ultimatrix, "here's another of your new ones." He slapped the dial down and transformed into his human diamond dog hybrid form.

Ben started at him, watching as Flash coated his arms and teeth in gems. He hummed, trying to put the words together. Then, he smiled. "Diamutt!"

"Yeah!" Diamutt howled before transforming back, with Ben going for the Omnitrix.

At the same time, Gwendolyn and Kevin were with Trixie and the rest of the Rainbooms.

They were all in the above ground section of the base, Kevin in one corner sleeping with his feet up on the table. At the same time, Gwendolyn was examining Rarity's geode. "Amazing." Her hands glowed purple, the gem doing the same as she examined the magic within. "I can definitely sense a connection between the two of you. And each gem seems connected to each other."

Rarity nodded. "That's what Sunset and Twilight realised. And whenever all of us come in contact with another magical object, it somehow increases the power of that object."

"I see," Gwendolyn nodded as she handed Rarity her geode back. She then turned to Trixie, who had her Luna Cat mask out and was cleaning the Medallion. "That thing feels even more powerful. Where'd you get it?"

Trixie sighed. "It was my mother's. She was the queen of the Luna Cat Kingdom, in another dimension. After she died, I inherited it."

"So you're a princess?" Gwendolyn asked.

"Pretty much," Trixie nodded. "What about you? How did you gain magical abilities?"

"I inherited it from my grandmother," Gwendolyn smiled. "She's actually an alien. An energy being called an anodite. In our world, magic is created using something called mana. Life energy that we can manipulate to perform spells and enchantments."

"So you're half alien?" Rainbow asked, the others looking shocked by this.

"More like quarter alien. Ben's the same way, but he didn't inherit the spark that allows me to control mana. I'm the only one in my family that can do that."

"What about Kevin?" Applejack asked, the girls all turning towards the sleeping individual. "How's he able to...what did he do?"

"He's half osmosian," Gwendolyn explained. "Another type of alien. They have the ability to absorb all manner of different things. Materials, energy and even DNA. But absorbing energy and DNA can cause them to lose mental control. So Keven prefers to only absorb physical objects like metal and other things."

"Geez," Rainbow rolled her eyes, "how many alien hybrids are there?"

"Tons," Gwendolyn smiled. "But most of them are pretty young. Humans and aliens have only been mingling on our planet for a little bit. But every day, Earth is getting more and more open to alien newcomers. In about fifteen years, our planet will probably be the centre of the galaxy when it comes to intergalactic trade and transport."

Trixie and the Rainbooms were amazed to hear this. They also wondered if their world would be like that. They had heard that something like that had happened, when Flash travelled into the future. But given there was no chance of that timeline happening, there was also a chance Earth would remain separate from the rest of the universe.

"So you've been studying magic since you were ten years old?" Rarity asked, with Gwendolyn nodding. "By any chance, do you possibly have a spell that could help us save Sunset and Fluttershy?" Gwendolyn thought about it, an idea appearing to come to mind.

"I just might."

Back with Flash and Ben, the pair had gone through a bunch of aliens. And each one, the other was able to give its official name to.

Now, they were simply relaxing as they waited for their watches to recharge. "Man," Flash smirked, "the universe has some pretty weird aliens."

"Tell me about it," Ben nodded. "And I bet you haven't even seen some of the craziest ones out there. Trust me, things can get pretty insane." Flash agreed, curious about just how bizarre the world could be. "Hey, can I ask you something?"

"What's up?" Flash asked.

"Why didn't you go Ultimate before?" Flash frowned at the question. "I get you didn't wanna use something completely unknown in the battle, but I bet an Ultimate Gemini could have come in real handy. So why didn't you use it?"

Flash frowned, as he looked down at the Ultimatrix. "You said you used to have an Ultimatrix?"

"Yeah," Ben nodded. "But according to Azmuth, it wasn't worthy of me. The minute he finished this Omnitrix, he took it away from me."

"Did the Ultimatrix ever...give you problems?"

"You mean like giving me the wrong alien? Sometimes. But it worked alright. Although, there was one time it glitched and made all my Ultimate forms come to life. That was a heck of a day, let me tell you."

"It brought your aliens to life?" Flash could hardly believe that.

"Yeah. You might wanna have Azmuth take a look at that to make sure it doesn't happen to you."

Flash thought about Ultimate Volt-Edge and the power it had. The thought of that thing getting loose, made Flash feel even more uncomfortable. "I...see."

"But honestly, I had just as many problems with the Omnitrix. I mean, you might wanna have Azmuth look into making sure you don't lay any eggs. Let me tell you, it's not a fun experience."

Flash blinked, unsure if his brain was able to process something like that. "No," Flash had to focus, "did any of your Ultimates ever give you trouble? Like...made you too powerful to control. Or gave you a power that made you too dangerous to be around."

"Not really," Ben shook his head. He then frowned. "So that's it. You're scared going Ultimate will turn you into some kind of monster."

Flash sighed. "Azmuth said the Evolution Function is unnatural. I've only been an Ultimate once and when I was...the power..." He sighed, "I don't wanna lose control. The Ultimate Aliens are just...so powerful. They're not living things any more. They're...weapons."

"Yeah," Ben nodded, "I get that. Do you know how the Ultimatrix created the Ultimates?" Flash shook his head. "I don't really get it either, but apparently it runs some kind of simulation. Puts the alien into the absolute worst situation for a million years, then determines how the alien would adapt to survive in it. They're weapons, because the only way to survive something like that is to become a weapon."

"Exactly," Flash sighed. "I don't wanna become a weapon. That's the last thing I want. What if I turn into one of those things and it somehow turns me into a monster. Surviving for a million years in an apocalypse could drive any species into a raving lunatic."

Ben frowned, unsure how to answer that.

But before he could think of something, Rainbow suddenly rushed into the room. "There you are." They glanced over at her, "come on. Gwendolyn thinks she might have a way for us to save the others." That got their attention.

They all headed towards the main control room, where everyone else was waiting for them.

"You've got a plan?" Ben asked his cousin, who looked a little unsure.

"Kinda. I've got the start of a plan. But how well that plan works out, depends on Paradox."

"On me?" Paradox asked.

"Yes," Gwendolyn nodded. "You can travel between dimensions and into the void. So you could open a portal that'll let us enter the void."

"Perhaps," Paradox nodded. "But the repivor's power pushes me away. The same way I can't travel back and learn who's controlling the machine, I cannot travel to an area near the ship."

"Maybe not," Gwendolyn smiled. "But I might be able to. If you open a portal into the void, I might be able to use a spell to direct that portal to the repivor."

"How?" Rook asked, only for Gwendolyn to glance at the Rainbooms.

"What are you planning?" Shining asked, not liking an idea that involves his sister. If someone was after her, he wanted her as far away from the action as possible.

"The girls are all connected," Gwendolyn explained. "They're linked to their geodes, which are connected through magic. I have a spell that can use that link to guide Paradox's portal. If it works, the portal will appear right next to your friends."

"If it works," Azmuth stated. "But there's still much we don't know about their girl's magic. We don't even know if they're still connected to each other. That could vanish the minute they left the dimension."

"What have we got to lose?" Twilight asked, turning to the others. "What's the worst that could happen if we try this? We fail."

"Not just fail," Paradox stated. "If I open a portal to the void, my power will be the only thing to keep us from being sucked inside. But if the repivor's power cancels mine out, we could be pulled into nothingness before I have a chance to close the portal."

"That sounds bad," Kevin stated.

"I say we go for it," Ben replied. "Nothing ventured, nothing gained." The others slowly started to agree, though Azmuth, Shining and Paradox didn't seem happy about this idea. "Alright, cous. What do we do?"

"You, do nothing." Gwendolyn began to direct everyone around the room. She and Paradox stood in a circle with the girls, whilst Trixie and Flash transformed into their shield forms in order to put up a protective barrier.

Once everyone was...relatively safe, the girls all ponied up as Gwendolyn took her anodite form. And slowly, she started moving her hands around and whispering something. This caused a bunch of symbols to appear around her, a magic circle appearing at the girl's feet as they did their best to combine their magic.

It wasn't easy, since they were missing two members of the group. But they focused and each of their geodes began to glow before the light flew off, connecting to the geode on its left and completing a circle.

As this was happening, Paradox tapped his staff on the ground and another portal opened up. A portal leading to the realm of nothingness, an empty black void that would destroy everything it touched without protection.

Gwendolyn thrust her hands out, her magic connecting to the Equestrian Magic before she thrust her hands up. Doing so caused the lights around them to fly up and connect with Paradox's portal, causing it to change colour. As it did, something appeared inside the portal.

"Look!" Pinkie cried, everyone looking up and seeing a snake-shaped ship appear inside the portal. "That's it!"

"Don't lose focus," Paradox stated. "We haven't succeeded until we actually get inside the ship." They nodded and the ship started getting bigger, as the Equestrian Magic pulled the portal closer to the other Equestrian Magic in the void.

They smiled, as they drew closer and closer. If all went well, the portal would phase through the ship and move straight to Fluttershy and Sunset.

But just as the portal was about to do that, something happened. The ship unleashed a bust of purple lightning, which struck the portal and caused it to start sparking. It pushed the portal away and as it did, Paradox cried out as he clutched his head.

Everyone gasped, as the portal began to fluctuate and Paradox's stability weakened.

Suddenly, a sucking force began to pill the room. It was so strong, that parts of the wall and computers looked ready to be ripped out and sucked inside. And then there were those under the portal.

"Wow!" Rainbow suddenly found herself being pulled into the air, towards the portal. Luckily, Applejack was able to grab her and pull her down, both grabbing the ground and holding on.

Rarity tried to put a wall of gems up to block the portal, but they were quickly sucked inside. "Trixie!" Gemini cried, the pair both shifting their shields and putting them around the portal. But the void was sucking the energy out of the shields, making them grow weaker.

"Do something!" Trixie cried, as Gwendolyn knelt down and placed her hand on Paradox's shoulder.

She whispered a spell and Paradox seemed to recover from whatever happened to him, the time walker quickly slamming his cane on the ground and causing the portal to shrink before finally coming to a close. As soon as it did, the sucking motion ended and everyone breathed a sigh of relief.

"Okay," Gemini turned back to Flash, "I think we're all in agreement. That was a bad idea." They all nodded, as Gwendolyn sighed.

"It almost worked."

"Yes," Paradox stood up. "Alas, the repivor's power cannot come in contact with my own. So long as the repivor is outside this universe, you will not be able to portal your way to it. I'm sorry."

"So we're back to square one," Twilight sighed. "Having no idea how to save our friends." Everyone frowned, worry continuing to plague them. They had to find a way to save their friends before it was too late.

Back in the void, Vilgax stood impatiently.

Eon was doing something on the computer and Vilgax let out a growl. "I grow tired of waiting. We should extract more power from those girls and use it to completely open the portal."

Eon rolled his eyes. "We can't yet. If we over drain those girls before the portal is completely open, they'll die and we won't be able to drain them again. Patience is the best course of action."

"I have been more than patient. I have waited long enough, for my revenge."

"Then why don't you go kill some time?" Eon suggested. "You want revenge on Flash Sentry, then go get it. Unless you're scared of facing both him and Tennyson?"

Vilgax growled, "do not presume to goad me." Eon could tell he had hit a nerve. "But very well. We will attack the city again. And this time, I will lead the charge." The cyborg alien turned away and walked off, leaving Eon to focus back on the controls. As he did, an idea formed in his head. One that made him smirk beneath his helmet.

Back with the others, Rarity had made Paradox a cup of tea to help with his newly formed headache.

As he sipped his drink, Ben watched and smirked. "You know, I never thought you'd actually be vulnerable. You always seemed like this unstoppable time being, who could be right next to a bomb explosion and walk away without a problem. Seeing you actually having some kind of weakness is...I don't know. Reassuring."

"Whilst my humbling situation might make you feel better about yourself, I doubt your friends are all that happy it's happening at such a crucial time."

"I know," Ben nodded. "But still. I don't think I've seen you in any actual trouble since that fight against Eon."

"What's an Eon?" Pinkie asked, the others also curious about Ben's apparent enemy.

"Eon is a time walker," Paradox replied. "Similar to me. He originates from a dead timeline, where the universe has been destroyed. He's actually an evil version of Ben, only without the Omnitrix. He has the ability to age anything he touches to dust. A very powerful enemy, who wishes to become king of the entire omniverse."

"Sounds dangerous," Shining stated.

"He is," Ben nodded.

"But he's also a version of Ben," Gwendolyn pointed out. "So sometimes, he acts pretty dumb."

"HEY!" Ben cried, but found none of his friends were going to argue against that. "Thanks a lot." But as he thought about Eon, something in his head suddenly sparked. A vague, fuzzy, memory. An image flashed through his mind, causing him to clutch his head as the others looked worried.

"Ben," Rook rushed over to him, "are you okay?"

"I...I think I'm starting to remember something." He tried to focus on that image and suddenly, he found himself in the repivor's cockpit. The place looked crazy and he had no idea what any of the buttons on said console did. And as he turned around, he suddenly found a dark figure standing in the shadows of the room.

But just as they were about to step forward, an alarm sound filled Ben's head and he was pulled back to the present. "What's that?"

Everyone turned to the computer, which once again showed the breach's image. "Energy flux," Azmuth stated. "I think the portal's going to-" At that moment, the beam of light flew down and struck the ground. They all gasped, realising another robot attack was likely coming.

"Time to get back in the action," Ben stated as he turned to Flash. "You with me?"

"Oh yeah," Flash nodded.

"Ben," Rook looked worried. "Are you sure that's a good idea? After what just happened?"

"I'm fine," Ben assured him. "Actually, I think I'm starting to remember what happened to me on the ship. But I'll have to focus on that late. We've got some robots to beat." The others nodded, but Shining turned to the Rainbooms.

"You stay here."

"What?" Rainbow cried, "no way."

"Someone's after you," Shining stated. "We are not putting you girls in danger, by having you out in the field. Stay...here." The Rainbooms frowned, but knew he was right.

"Alright then," Paradox stepped forward. "What say we get this show on the road." Flash, Ben, Rook, Gwendolyn and Kevin stepped up to him, with Shining and Trixie getting suited up before doing the same. Once they were all ready, Paradox tapped his cane on the ground and they disappeared.

The robots were doing some serious damage to the city, blasting everything that got in their way. And these weren't the only robots.

The repair robots were also flying around, using their drills and saws to cut through whatever they came across. If someone didn't stop them soon, the city would be reduced to a pile or rubble. Luckily, that was when the heroes arrived.

They all appeared on the street, Gwendolyn taking her anodite form whilst Kevin looked for something to absorb. As he did, Ben and Flash activated their watches. "Time to rock and roll," Flash laughed as he hit the dial and transformed. "LINDWHIRL!"

"I like how you think." Ben transformed into an alien that looked like a large white marshmallow creature, covered is some kind of hard orange shell. "CANNONBOLT!"

"Ah," Kevin rolled his eyes. "You're back to the yelling the name thing?"

"Don't know why I ever stopped," Cannonbolt laughed before he and Lindwhirl nodded at one another. They both curled up and shot towards the robots, picking up speed and crashing into them. Cannonbolt slammed into one and bounced off it, knocking the robot to the ground as Lindwhirl steamrolled over it. He then flew over to another robot, bouncing off it and hitting another. He was flying around so much, all he needed was a dinging sound to be a pinball.

Lindwhirl crashed through several robots, ripping them to shreds due to his more buzzsaw nature.

The others watched and were quite impressed, but the explosions from the other robots quickly brought their focus back to the battle at hand. "I'll take the ones in the air," Gwendolyn's talisman glowed as she took off.

"I'm with you!" Trixie changed into her Sky Butterfly form and flew up with her, as Shining and Rook turned to one another.

"Care to snipe?" Shining asked, taking out his hard-like rod.

"Gladly," Rook placed something on his Proto-Tool and fired it at a building. That something was a grappling line, which he retracted to pull himself up to the roof. Shining changed his rod into a helicopter, using it to lift himself up.

This just left Kevin and Paradox, the osmosian turning to the time walker. "So...are you actually gonna fight?" Paradox smiled before throwing his cane at Kevin, who cried out as he ducked down. The cane flew over him and stabbed into a robot's chest, causing it to fall to the ground.

"I might as well," Paradox smiled as he spun around and slammed his metal hand into another robot.

Kevin was quite shocked by this, but quickly ran up to the robot and absorbed its metal. He quickly morphed his arms into blades and ran forward, slicing through another robot whilst Paradox kicked off another and flew past the first to pull his cane out.

Up in the air, Trixie stabbed as many flying droids with her rapier as she could. Whilst she did, Gwendolyn's hands glowed and she started throwing energy spheres at the others.

She then launched a fireball at several whilst Trixie did a spin kick and smashed her foot through another. The girls then flew off to deal with another flying group, passing Shining and Rook as the pair stood on the rooftops.

"Twenty-five," Shining stated as he sniped down another one.

"Twenty-three," Rook was holding his energy bow. He then fired another arrow, followed by an explosion. "Oh, make that twenty-seven." Shining rolled his eyes and spotted a group of three close together, one about to fire its laser. He quickly took aim and launched at the robot, hitting its cannon arm just as the energy reached its peak.

The following explosion made him smile. "Twenty-eight."

Back on the ground, Lindwhirl and Cannonbolt continued to smash their way through the robots.

Lindwhirl leapt out of his wheel and tackled one, tearing his claws through it before throwing the machine towards another two. He then leapt into the air and curled up, spinning into a wheel that came crashing down on a robot and crushing it into the ground.

At the same time, Cannonbolt flew through the air and bounced off another robot.

As he landed, he unfurled and charged like a football player to tackle another robot. He then spotted a large group, marching towards him with their guns raised. But before they could shoot, he leapt into the air and curled up.

"You'll wanna see this move!" He yelled to Lindwhirl, who watched as he crashed into the ground between the robots and sent out a shockwave that knocked them over. Remaining curled up, he suddenly spun like a top and somehow formed a tornado. This pulled those robots in and they smashed into Cannonbolt, grinding against his shell before exploding.

"Nice," Lindwhirl laughed as Cannonbolt unfurled himself.

"Oh yeah!" He cheered, "that's shell power." It was then that they both turned towards the beam of light, which was still raining down on the planet. "You thinking what I'm thinking?"

"We head in that thing and go save our friends?" Lindwhirl asked. "Yeah, I'm thinking that." Cannonbolt nodded before they curled up and headed towards the pillar.

At the base, Azmuth and the girl watched the aliens heading towards the beam and all realised what he was up to.

"Those idiots!" Azmuth cried, quickly getting in touch with Shining and the others. "You need to get to Flash and Ben, now." He didn't give them time to ask why, "they're heading towards the transport beam. If they get inside, we could lose them both forever."

"Got it," Shining nodded. "We're on our way." But as they watched the two rather fast aliens move, they feared the Plumbers wouldn't get to them in time.

"Flash," Twilight looked worried, "don't do anything stupid."

"I'm sure he'll be fine," Spike told her. "He's gotten out of worse spots than this." But as he said that, another alert came up on the computer.

"Something's coming through the beam," Azmuth announced. "Something much bigger than the robots."

Lindwhirl and Cannonbolt arrived at the street, heading straight towards the beam.

"Alright," Cannonbolt told his rolling friend. "When we're through the portal, get ready for anything." Lindwhirl agreed, but sensed something was wrong. The hairs on the back of his neck were tingling.

"Hold up!" He stropped, Cannonbolt skidding to a stop as well. "Something's not right."

"What?" Cannonbolt asked, only to turn towards the beam and see something suddenly shoot out of it. "What is that?" The object shot into the air, then began to fall towards them. And as it drew closer, its shape became more apparent. "It can't be." Suddenly, the object slammed into the ground and unleashed a powerful shockwave.

Lindwhirl and Cannonbolt were slammed by the wind and knocked flying back, both crying out as they crashed into the ground and slid to a stop. As they did, they were both covered in green light and reverted back to human form.

"Ow," Flash groaned, "what was that?" He turned to Ben and saw he was already picking himself up, Flash doing the same as the smoke from the impact began to clear. And when it did, they watched the large intimidating figure step out of it. And both spoke in unison, "Vilgax."

The cyborg squid alien walked forward, glaring at them both. But then his attention turned towards Flash. "Sentry. It's been a while. I suppose you're surprised to see me, given how our last encounter ended."

"A little," Flash stated. "But I'm not surprised to see you alive. Let's just say, I got a warning that you weren't gone for good." He remembered his trip to the future and his battle with that Vilgax. This one didn't seem to be in any better shape.

Ben looked him over. "So, this is your Vilgax? The one from your dimension?"

"I guess so," Flash nodded. "But how the heck did he suddenly come out of that portal?" If the beam led to the repivor, then that meant Vilgax had been on the ship when it entered the void. And that meant Vilgax had somehow been in Ben's dimension. "What are you doing here? What the heck happened to you?"

Vilgax chuckled behind his mask. "After our last encounter, I was not in good condition." He raised his mechanical arm. "I had managed to escape the bomb you strapped to me, but was caught up in the explosion. I was left, drifting through space. Most of my body was destroyed, but I survived and was eventually saved."

"By whoever's controlling the repivor," Ben realised. "So," he smirked, "you've been turned into somebody's lackey?"

"I am no one's underling!" Vilgax roared. "I am still master of my own fate. And now, I will have the vengeance I truly crave." He glared at Flash, hate burning in his eyes. "As I floated in the vast emptiness of space, in infinite tedium and boredom. The only thing that stopped me from succumbing to madness...was my hatred."

Flash smirked. "No offence, but I think you succumbed to madness a long time ago." Ben nodded, as the pair activated their watches. Vilgax raised his pincer arm and fired the laser from within it. The two slammed the dials down, a green light surrounding them as the laser exploded and covered them in smoke.

Vilgax stared at the cloud, only for two very large bodies to come flying out of it. "RIOT-HORN/FOUR ARMS!" The humanoid rhino threw a punch at Vilgax, who blocked it with his mechanical arm before glancing over at the red tetramand. The four-armed alien was a little shorter than him, with black and green clothing covering his body. Yellow armor surrounded his wrists, shoulders and knees, whilst his head had a black beard and pony-tail.

As Vilgax pushed Riot-Horn away, Four Arms charged forward and threw a bunch of punches towards him. But Vilgax dodged each and every one before swinging his organic fist around, straight into Four Arms' face.

"Augh!" Four Arms was knocked back, as Riot-Horn charged again.

Vilgax's mechanical legs shot up and slammed into the alien's chest, the X-shaped feet wrapping around him so he couldn't be thrown backwards. Vilgax then pushed Riot-Horn down, straight into the ground. "Gyah!" As this was happening, Four Arms picked himself up and leapt with his fists pulled back. But Vilgax pointed his pincer at him and fired, the laser exploding against his chest and blasting him away.

Riot-Horn groaned, as the metal leg pushed him further into the ground. "Oh, how I have waited for this moment. When I could finally destroy you."

Riot-Horn glared at him. "If you wanted to destroy me so badly, why send Ben to do it for you?" Vilgax tilted his head. "Ben was under your control. You could have taken his Omnitrix, but you didn't. You sent him to attack me. Why do that, if you wanted to kill me yourself?"

Vilgax chuckled. "So naive. So slow on the uptake." Riot-Horn tilted his head. "We sent Tennyson to attack you, hoping that he would find a way to overwhelm you. But we also knew you would most likely defeat him, so we prepared something for that. Galvin technology is impressive, but my partner's intricate knowledge of the device was enough to let us install something to his watch."

Four Arms heard this as he picked himself up, then turned towards the Omnitrix on his white belt. "What did they do?"

Back at the Plumber Base, Azmuth and the rest of the Rainbooms were all watching as the battle raged on.

"Vilgax?" Rainbow asked. "How the heck is that guy alive? We saw him get blown to kingdom come." They all wanted to know the same thing, but also knew they had more important things to worry about.

"We've gotta find a way to help Flash," Twilight told them.

"You can't go out there," Azmuth reminded them. "If you do, you'll just be giving Vilgax what he wants. You girls didn't stand a chance against him the last two times you fought. You really think this time will be any different?" But as he said that, something happened.

The base's lights suddenly started flickering, as the computer suddenly went dead. "What happened?" Spike asked, the girls wanting to know what was going on with the battle.

Azmuth tried to get the computer systems back online, but they refused to answer him. He took out a tablet and connected it to the base's computer, but as soon as he did the tablet went dead as well. "What's going on? A virus? How could a virus get through our defences?"

"Very easily." The voice echoed through the room, as a bright light blinded them all. "All you need to do is use a virus that was created centuries after the firewalls were made." A figure stepped out of the light and the girls were shocked by his appearance.

"Who are you?" Twilight asked, as a blade extended out of his gauntlet.

"The last face any of you will ever see." With that, the man shot forward and slashed at them with the blade. Rarity quickly put up a shield, but the blade somehow turned it to dust.

"What was that?" Pinkie shrieked, Azmuth putting the pieces together.

"The ability to age something and claiming to have a virus from the future. This must be that Eon character Paradox mentioned." The girls began to worry, since they didn't want to get turned to dust. "Be careful."

Eon chuckled. "Oh, you don't have to worry about me ageing you into dust. I have a need for you."

Twilight's eyes widened. "You want to take us to power the repivor."

"Smart girl," Eon nodded. "Yes. Now come quietly and you won't get hurt...yet."

"Not a chance!" Rainbow ran forward at high speed, pulling out her electric batons to try and stab him with it. But Eon dodged the swing and blocked the second with his sword, causing the baton to disintegrate.

"Don't make this any harder than it already has to be." Eon kicked Rainbow in the chest and knocked her back, as Pinkie threw a bunch of sweet treats at him. But he blasted them with a time ray, dusting them before they could explode. Applejack then charged in and threw her energy mace, the time sword doing nothing to it when they connected.

The two fought against one another, Eon's strength no match for Applejack. But before Applejack could knock him back, Eon leapt away before hitting the ground between her feet with a time ray.

Applejack suddenly found that section of the base beginning to rust away, causing her to fall through the hole it made and scream. "Applejack!" The others cried, with Eon taking this chance to run forward and punch Rainbow as hard as he could.

Rainbow screamed as she was knocked to the ground, the other three girls running forward protectively. As they did, Azmuth tried everything to get the base's systems back online. But they refused to do what he said.

Eon smirked, raising his time sword before charging forward.

"Raaaaah!" Four Arms threw a punch as Vilgax, who leapt off Riot-Horn and got a good distance away. "You okay?"

"Yeah." Four Arms helped Riot-Horn up, the pair turning to Vilgax as he charged. "This is gonna be tough. Maybe I should go Way Big and throw him into space again!" Vilgax threw his claw at them, the pair leaping to the side as Four Arms grabbed a piece of rock.

"In my experience, Vilgax doesn't lose the same way twice!" He threw the rock at the squid, but Vilgax caught it in his non-robotic hand and crushed it. "Maybe show him something he's never seen before. Time to go Ultimate!"

Riot-Horn hesitated at this, as he held his hand up to the Ultimatrix.

He remembered when he fought Shadow with the Ultimatrix. Riot-Horn had been the alien he had used to go Ultimate. Flash knew what Ultimate Riot-Horn could do, but did he want to risk using such a powerful alien? Even against Vilgax?

"Flash!" Four Arms yelled, Riot-Horn looking up and seeing Vilgax rushing towards him.

Before Riot-Horn could react, Vilgax's pincer flew out and grabbed him by the neck. Riot-Horn gasped, as Vilgax pushed him backwards and pinned him against a nearby wall. He couldn't breathe, the alien squid tightening his grip on him. "This little game is about to come to an end." He reached for the Ultimatrix. "I will take your device and use it as it should have always been used. To conquer the galaxy."

"Not gonna happen!" Four Arms suddenly grabbed him around the waist and shoulders, pulling him back and causing him to release Riot-Horn.

The rhino alien gasped, as he was finally able to breathe again. And as he did, Vilgax struggled against Four Arms.

"Get him!" The tetramand cried, "hit him with everything you've got." Flash reached up to hit the Ultimatrix, but still stopped. Instead, he let his new glowing horns shift the energy into the rest of his body. His fists were surrounded by the spheres and he charged forward, as his strength increased.

"RAAAAAAAAAAH!" He roared, pulling his fist back. But before he could reach Vilgax, the doors in his chest suddenly opened to reveal a large cannon. "What?"

The cannon charged up in a second, it unleashed a powerful beam of energy that smashed into Riot-Horn. This caused it to roar in pain, as he was pushed backwards and smashed into and through the building behind him. At the same time, the recoil pushed Vilgax and Four Arms backwards until they also smashed into a building.

"Ahhhhh!" Four Arms flinched, as he was sandwiched between Vilgax and the building.

His arms released Vilgax and the squid alien grabbed one in his pincer, using it to pull him around before dealing several powerful blows to his face. And on the last one, Vilgax released him and the punch knocked him flying back.

As he crashed into the ground, Riot-Horn pulled himself out of the building and staggered forward.

He was in bad shape and as Vilgax snapped his pincer open and shut, Riot-Horn's legs gave out and he fell to the ground. Both he and Four Arms were consumed with light and reverted back to human, leaving Vilgax to chuckle at their beaten and bruised bodies.

"Finally," he raised his pincer, "I will end you." But before he could attack, a laser came down and struck him. "Augh!" He staggered back, looking up to see Shining and Rook atop a building.

Both Plumbers leapt down, as Trixie and Gwendolyn flew in. At the same time, a flash of light warped Kevin and Paradox into the street. "Back off," Shining announced. "You're not getting their watches today."

Vilgax growled as he prepared to attack. But before he could, a flash of light appeared behind him.

They all looked around and saw someone, standing beside a bunch of robots who were carrying something. And when he saw him, Paradox's eyes went wide. "Eon!" But the others were more focused on what the robots were carrying.

"TWILIGHT!" Shining cried, seeing his sister and the rest of her friends were all unconscious.

Eon chuckled, as Vilgax gave him a quizzical look. "You were so focused on Vilgax and the robots, you failed to realise the true mastermind behind this was going after the one thing that can fully power the repivor." Flash and Ben had mostly recovered at this point, the pair pushing themselves up and seeing the girls were captured. "Vilgax. I think it's time to go."

Vilgax chuckled. "Yes." He turned to the heroes. "I will let you live, so that you may bear witness to the destruction of everything."

"What are you planning?" Ben groaned. "Use the repivor to smash this world into another. I thought Vilgaxs wanted to conquer, not destroy. Where's the glory in that?"

"Oh, we have no intention of destroying this world or yours." They all wondered what he was talking about. "When the repivor is charged, its power will grant us the ability to merge this world with another. And when it does, we will decide which aspects remain and which are lost to the void. And I promise you, the world we create will not be one with Flash Sentry or Ben Tennyson."

Worry flew through everybody, as the thought of them creating an entirely new world to their exact whims was not something they liked the sound of. "We won't let that happen!" Flash staggered forward and tried to activate the Ultimatrix, but Vilgax was faster.

The cannon in his chest opened up again and before Flash could transform, it fired a beam of energy right at him. This time, Vilgax's feet dug into the ground and he wasn't blasted back, whilst the energy rocketed down the street towards Flash and Ben.

Shining and Rook leapt forward, transforming their weapons into energy shields. But before the beam could hit them, Gwendolyn and Trixie created force fields around the lot of them. The beam hit Gwendolyn's shield and pushed against it, eventually shattering it. It then struck Trixie's and the same result occurred, the beam losing steam but still being able to break through the energy barrier.

Then, it struck the Plumber's shields. If it had been any stronger, it would have obliterated their weapons and slammed into them. But the beam's power had whined enough that they were able to take it, though they found themselves getting pushed backwards and into the others.

As this had been happening, Eon ordered the robots through the warp beam. One by one, the girls were abducted and disappeared. And as the last robot stepped through, Eon turned to Vilgax. "We're leaving."

Vilgax nodded as the beam in his chest died down, those it had been blasting having been blown almost all the way out of the street.

Flash and Ben saw Eon step through the portal, Vilgax turning to leave. "No!" Flash ran at him, refusing to let him get away with his friends. Ben tried to go alien, but the Omnitrix wouldn't respond. And as Flash ran, Vilgax's robotic legs bent before propelling him forwards.

Everyone watched him shoot through the air and eventually, he fell through the light and disappeared. And no sooner did he vanish, the beam began to retract into the air and returned to the crack in space time.

"NOOOOOOOOOO!" Flash screamed, falling to his knees and hitting the ground. Everyone else was horrified by this development, as they stared up at the dimensional breach.

Things had just gone from bad to worse and if they didn't do something soon, everything would be lost. They had to save their friends and save the universe. But how?

Author's Note

I've lost count of how many times I've had the Rainbooms captured and turned into batteries. It's kind of becoming a cliche at this point. Either way, hope you guys enjoyed this chapter. How will things turn out from here? Stay tuned to find out.

Chapter 5

Sunset and Fluttershy had been stuck in their glass containers for a while, with nothing happening around them.

Fluttershy sat on the ground, curled up with her knees to her chest, whilst Sunset kept trying to find some kind of weakness in the glass holding her. "Come on. Just one little crack or break. I'm not asking for much." But whoever made these pods had definitely known what they were doing. It would take one of Shining's weapons to break through these things.

Before Sunset could try and think of something else to do, noise finally filled the room when the ceiling entrance lowered.

Fluttershy stood up, as they watched Eon and several robots descend. And when they saw what they were carrying, they gasped. "NO!" Sunset cried, seeing Twilight and their other friends being carried. "What did you do to them?"

"Nothing permanent," Eon joked. "Yet."

The girls watched, as the robots stepped over to the empty tubes and placed each of the girls inside before sealing them off. As they did, the machines around the tubes started glowing and blinking. "Now what?"

Eon chuckled. "Once the containment pods are calibrated to your particular energies, we'll be able to drain the power you have and finally charge up to repivor. Once that happens, there'll be nothing that can possibly stop us in this world." He laughed again, as he and the robots headed for the exit. And as they disappeared, Sunset turned to the others with worry etched on her face.

"Come on, Flash. We really need a save right now."

The Plumber Base had been completely trashed.

Metals scrap littered the room, the computer had been destroyed, the power was off and a massive hole was in the middle of the room. The place had obviously been through a serious battle and would take time to be repaired.

That was how Flash and the others found the place, when Paradox once again teleported them into it.

Everyone gasped at the sight, Shining rushing over to the computer whilst the others searched the place. "Azmuth!?" Flash called out, hoping the galvin was alright. They had lost the girls, so didn't want to lose him.

"Flash!" It wasn't Azmuth's voice that caught their attention, the group turning to see Spike running at them. The little guy looked absolutely terrified, but he didn't appear injured. "Twilight," he reached Shining, "he took her. He took everyone."

"Eon," Shining growled. It was then that they heard a groan, Flash rushing over to a pile of metal and lifting it to reveal Azmuth. The alien frog was laid out on the ground, though he didn't appear too injured.

"Are you okay?" He carefully reached in and grabbed him, pulling him out from beneath the metal. "Please, say something?" Azmuth groaned something, Flash holding him closer. "What did you say? I didn't hear you?"

"I said your breath stinks," Azmuth groaned. Flash realised he was breathing on him and pulled back.

"Sorry. Long day. Haven't had time to brush." He shook his head, "that's not important right now. Are you okay?"

"I have been better," Azmuth moved to stand up. He held his back, as he stood on Flash's hands and looked around. "I see Eon did a number on this place after I was incapacitated."

"He's got Twilight and the others," Shining told him.

"That...is unfortunate," Azmuth frowned. "I'm sorry. The base's defences were nullified by some kind of futuristic virus. I don't know how it was introduced into the computer system, but it made it so Eon could enter and defeat the girls without needing to worry about the defence systems."

"It's my fault." Everyone turned to Ben, who held his Omnitrix tight. "Vilgax said his partner installed something in the watch. My guess is it's the virus that took the base down. Must have been wirelessly uploaded when you brought me here."

"I see," Azmuth sighed as Flash put him on the ground. "It's concerning that they were able to do such a thing to the Omnitrix, even if it's not the one I built. But it is not your fault."

"No," Flash looked really angry. "It's my fault!" He slammed his foot into a piece of metal, sending it flying across the destroyed room. "If I hadn't been such a coward, Vilgax would have been taken down. I should have gone Ultimate, but I let my fear get the better of me. Now Twilight and the others are captured and we have to find a way to save them and beat both Eon and Vilgax."

"Flash," Shining frowned. "You shouldn't think like that."

"Why not?" Flash turned to him. "You saw what Vilgax could do. He was able to beat me and Ben and he barely seemed to be trying. And now that he's got the girls, they'll have everything they need to rip a hole in our world and smash it into another one."

Rook turned to Paradox. "Vilgax said he was going to remake our worlds. How? You said the repivor's power was to make worlds collide and destroy one another."

"That was its power," Paradox nodded. "But when it was transformed into a ship, its abilities became much less chaotic. Now, when the two worlds collide, whoever's controlling the ship will be able to merge those worlds into one. This world and your own will combine and when it does, Eon and Vilgax will be able to remake it in any way they desire."

"And it's not just Earth," Gwendolyn realised. "Every planet in every system in our dimension will be merged with its twin in this dimension."

"Yes," Paradox nodded. "They're planning on making Earth the frontal point of the collision, but it will happen on a universal scale. There's no telling how a new universe made by those two will turn out. Not a pleasant one to live in, I'm willing to guess."

"At least you'll get to live in it," Ben pointed out. "Vilgax's planning on wiping Flash and me out. Create a world where neither of us exist. And he probably plans to take our watches from us when we disappear."

"Would he even bother with the watches?" Kevin asked. "He only wants them to take over the universe. If he remakes it, he'll probably put himself at the top anyway."

Gwendolyn frowned. "Still, I don't like the idea of him having so much power. We have to do something."

"First things first," Azmuth stated. "We need to make sure he didn't leave any other little surprises in Ben's Omnitrix. Once we've confirmed that, we can focus on stopping them once and for all." He turned to the others. "We still have time before they begin their plan. Rest up as best you can. The next fight might just be our last." They all nodded and left, whilst Flash and Ben stayed behind.

Azmuth quickly summoned a computer down from his ship and set it up, Ben being forced to sit down and stick his hand in a machine to scan his watch. As they waited, Ben turned to Flash. "It's not your fault." Flash glanced at him. "Trust me, I get what you're going through. When I first got the Ultimatrix, I freaked out every time I turned into a new Ultimate."

"So how did you get over it?"

Ben shrugged. "I guess I realised it was no different from being any of my other aliens. Yeah, the Ultimates had a lot of power. But I've got a lot of pretty powerful aliens. I've got one called Atomix that took another Ultimate Alien down. If I was too worried about losing control of my aliens, I'd never have the guts to transform. For all I know, the next time I do I could unlock an alien that causes death to anyone around me. But I still transform. Because I'm not gonna let what might happen to me, scare me."

Flash let this info sink in, as Azmuth finally finished setting up the scanner and began linking to the Omnitrix. "I know I told you to be careful with that Ultimate function. But I didn't mean you should be too scared to use it entirely."

Flash said nothing, as Ben turned to Azmuth. "He said he doesn't like them, because they're unnatural."

"Is that so?" Azmuth asked.

"Yeah," Flash turned to them, "so what? Is it wrong that I only wanna use aliens that came about naturally?"

Azmuth chuckled. "Someone seems to be forgetting about some of the aliens he already uses." Flash raised an eyebrow at this. "The aliens you call Gryforce and Yak-Smasher. How did you get them?"

"By scanning Drift and the other Equestrians."

"And where did they come from? What are they?"

"Hybrids," Flash replied. "Made by...oh." He suddenly remembered that the five aliens he happily used a bunch of times, were technically no different from his Ultimate Forms. Unnatural creations made in a lab.

"And it's not just them. There are plenty of aliens in the universe that were created by artificial means. The alien Gyrotor was engineered by U-Reek-Ah's species. And I myself created the galvanic mechamorphs. There are many creatures out in the universe that wouldn't have been born through natural means alone. Do you think they shouldn't be trusted?"

Flash frowned, "I guess not."

Azmuth nodded as his computer beeped. "Ah, there's the virus. Shouldn't be too difficult to remove it. And once I do, I'll be able to make an anti-virus to keep Eon from causing us problems."

"Great," Ben smiled, "and there's nothing else in there?"

"Nothing I can locate," Azmuth stated. "But just to be sure, I'll run a full system sweep of the device. That'll also let me take a closer look at this Omnitrix and see how my dimensional counterpart chose to improve on perfection."

Ben smirked as he glanced back at Flash. "Dude, you need to relax. I get that the universe is in danger, but you can't let yourself get too worried about it. That'll just make it harder for you to find the motivation to save the day."

Flash sighed. "You're the same age as me, but you've got so much experience. You've been doing this for seven years. I've barely been doing it for one."

"Maybe," Ben smirked. "But look at all you've been able to accomplish in that time. It took me two years before I learned to change aliens without master control. Plus, you haven't done anything stupid to the Omnitrix. I can't tell you how many times I've screwed up the Omnitrix because I was messing around with it."

"Really?" Flash asked.

"Oh yeah. If we survive this, I'll tell you all about the times I messed up. But that's my point. I'm a screw up and I've done some amazing things. Heck, I once stopped a Big Bang from going off. And you've already been through a ton of stuff that's taught you what you need to know to be just as good. And even if going Ultimate scares you, I know you'll use it when the time comes."

"Why?"

"Because even if they're unnatural and have power beyond what you're expecting, they're still you. All of your aliens, even the Ultimates, are still just you in a different form. Sometimes, your personality might change a little bit. But you're a hero and no matter what, that heroic spark will always shine through."

Flash smiled, Ben sharing the smirk as Azmuth kept working on the Omnitrix.

The galvin genius decided he liked this Ben kid. He knew Ben and Flash would work well together. And hopefully, they would be able to save the worlds from being completely destroyed.

Back on the repivor, Sunset watched as their friends were finally starting to come around.

"Twilight!" Sunset yelled, as Twilight opened her eyes and looked around. "Come on, wake up! If you don't, Eon's gonna use us to...well I don't know what they're gonna do. But I get the feeling it's not gonna be anything good. Come on!"

"Sunset?" Twilight's gaze finally fell on her, "what's going on? Where are we?"

"I'm not sure," Sunset frowned. "Not someplace great. Which is why we need to get out of here." The others started coming around as well, Sunset calling out to them. "Applejack. Try and break the glass. Hurry!"

"What?" Applejack asked, only to realise what Sunset was saying. "Oh, right." She turned around and held up her leg before slamming it into the glass, hoping to shatter it. But the glass didn't even shake. "Come on!" She slammed into it as hard as she could, with the result being exactly the same.

Rainbow started trying to break out too, attempting to build up speed and smash through it. But with the tubes being so small, she couldn't pick up the speed needed. Twilight, Rarity and Pinkie also tried, Twilight grabbing the glass in her magic and trying to pull it open, whilst Rarity and Pinkie threw their attacks at the glass.

But nothing seemed to work. "It's useless," Fluttershy cried. "This glass is too tough to break."

"There's gotta be a way," Twilight declared.

"Well we've gotta think of it quick," Sunset stated. "Eon said once these things calibrate to our magic, they'll start draining it out of us."

"And then they'll open a portal to Ben's world," Rarity realised. "They'll destroy both dimensions."

"We've gotta get out of here," Rainbow started bouncing back and forth against the glass. But as she did so, the rooms started lighting up with the girls looking worried.

"Oh no," Sunset gasped. Before the others could ask what was going on, the light sucking began to pull their hair and loose clothing up towards the top of the tubes. They all started glowing the colours of their geodes, that light being pulled up into the tubes and flying through the wires of the ship.

"This isn't good," Twilight gasped.

Up in the cockpit, Eon smiled as he watched the power of the repivor increase. "Yes," he laughed, "it's working. Those seven girls will recharge the ship and allow us to finally enter that world."

"Good," Vilgax nodded. "Then it's time to bring Flash Sentry and Ben Tennyson to an end. To create a world where we rule supreme and nobody will be able to stop us." They watched the power increase more and more. Once it reached a certain point, they could burst open the breach and fly the ship into the universe.

Back on Earth, Ben's watch had been given the all clear.

"Nothing else was installed into the device. You won't have to worry about being a trojan horse anymore." Ben smiled, glad his best weapon hadn't been sabotaged any more than it was.

But before they could celebrate, Paradox appeared in a flash. "I'm sorry to break up the party, but we have a problem." He tapped his cane on the ground and they all found themselves back outside the base, where Shining and the others were looking up at the sky. "It has begun."

Flash and Ben both looked up and saw the breach sparking and flickering. "What's it doing?"

"The breach is reacting to a building power source on its other side," Paradox stated. "This can only mean one thing."

"They're draining the girls of their power," Gwendolyn gasped. Paradox nodded as the breach's energy continued to glitch and spark.

Eon watched the energy bar becoming more and more filled, whilst the cries of the girls being drained was like music to his ears.

"Almost." He reached for the leaver and as the bar hit the level he needed, he pulled it. "NOW!" The ship's engines hummed as the mouth of the snake opened, the laser barrel folding out of it. And once it was fully extended, the purple energy formed within before firing at the breech.

The energy slammed into the rip in space and time and caused it to grow larger and larger. Slowly, it changed from a rip form to looking more like a circle.

The change in shape and size was also seen on the other side, everyone gasping as they watched this.

As the breach formed a perfect ring, the energy that made it up started flying outwards in bursts of lightning. And when it did, everyone was able to see inside it and gasped at the sight of the giant snake ship. "The repivor," Paradox announced in an ominous tone.

The serpent ship slowly made its way out of the portal, the city sized vehicle looming down on the Earth as it drew closer and closer.

The city was in a complete uproar by this, Flash hearing screams and the sounds of vehicles echoing through the city. Everyone was trying to escape the coming disaster, but Flash knew there was no safe place if Paradox was to be believed.

His phone suddenly went off and Flash took it out, seeing it was his mother. And he wasn't the only one, as Trixie and Shining's phones also rang with their family on the other side.

"Flash," Misty cried across the line, "what's going on? We didn't want to call in case you were in the middle of whatever this was, but this is too much. What's going on?"

"Well," Flash gulped, "to put it as simply as possible. Vilgax is back and he's gonna use that ship to smash our world into another and create a whole new one. If I don't find a way to stop him, we might end up living in a reality where we're his loyal slaves."

His parents remained silent for a few moments before Trail spoke up. "We believe in you, son. What do you need us to do?"

"Stay inside and stay safe. I don't know what's gonna happen, but you'll probably be safer there than if you tried to get away." He then remembered what happened to the buildings around the portal's exit. "Get into the basement. Don't come out until I call you again."

"Okay," Misty told him. "Just be careful. We love you." Flash returned the gesture and hung up, Shining and Trixie doing the same after calming down their loved ones as well.

"We can't let Vilgax do what he plans on doing," Flash stepped forward. "If we let him remake our world, it won't just be us who are in trouble. Everyone we know and love will suffer in some way." He turned to Ben and all the others. "Our friends. Our family. We're going to stop this for them. No matter what Vilgax plans on doing, we're going to stop it. FOR EVERYONE!"

"Yeah!" Ben cheered, "that's what I like to hear. Let's take these guys down."

"Glad to see you're back to your usual self," Shining smirked. "But we've still got a problem." He looked up at the ship, as it almost finished leaving the portal. "If we wanna save the girls and stop that thing, we're not gonna be able to do it from the outside."

"I hear ya'h," Kevin cracked his knuckles. "We gotta get in there."

"He's right," Paradox nodded. "Alas, this is something I cannot help with. The repivor's powers will repel me if I try and transport us inside."

"You don't have to," Gwendolyn smirked. "Leave it to me. Since it's not in the void anymore, I can teleport us inside. Since the girls aren't here, I won't be able to send us to their exact locations. But I should still be able to get us close enough to actually be inside the ship."

"So what's the plan?" Trixie asked.

"We should divide and conquer," Rook explained. "If we all attack at the same point, we will not be able to accomplish everything we need to do in time. We must save the girls, stop Vilgax and make sure the repivor is never used again."

"He's right," Azmuth stated. "When we get there, we will split up. I will take a team to deal with the ship's engines. The rest of you will go save Twilight and the others. Eon and Vilgax are likely wherever they are."

"I will go with Azmuth," Rook stated. "Kevin and Shining. The two of you are mechanically skilled. Destroying the engines will be easier for you."

"I'm good with that," Kevin smirked.

"Alright," Shining didn't look happy about this and turned to Flash. "You'd better save my sister." Flash nodded as Gwendolyn took her hero form and summoned a dome of magic. Spike and Paradox remained outside said dome, the pup looking worried.

"Be careful," he told them. They all nodded and in a flash, they were gone and Spike looked up at the ship. "You think they can win?"

"What I think is irreverent," Paradox noted. "It's what they believe that matters. This battle will decide the fate of not one world, but two. All we can do is trust they will be able to pull it off." They continued to watch as the ship flew out of the hole and moved towards the planet, looking like it was moving slowly despite the speed it was moving at.

On board the ship, a bright flash appeared in a hallway and the group appeared from out of it.

As soon as the light faded, everyone looked around to make sure there weren't any robots or droids already there. But the place was completely empty and Rook quickly held up a device, "I have locked onto the signal for the engines." He pointed down a corridor. "I believe this direction will lead us to them."

Gwendolyn was also scanning, "and I've locked onto the girl's mana." She pointed in the opposite direction, "that way."

"Then this is where we split," Kevin placed his hand on the wall and absorbed the material. "Divide and conquer, just like you guys suggested." They all nodded as Azmuth spoke up from Shining's shoulder.

"Be careful, everyone. There's no telling what surprises await us in this ship." They all nodded and began to go their separate way, Flash and Ben both activating their watches as they ran.

When they turned a corner, Flash's group found themselves instantly staring down a group of robots. "Great." Trixie frowned. She switched to her Rapid Turtle form, whilst Flash transformed into Dragoon.

Ben slammed the watch down and in a flash, he transformed into a blue monkey creature with four arms and four eyes. "Oow, oow, oow!" He jumped up and down, "let's go gearhead. Show me what you got!" He ran forward, whilst Flash took to the air. "Or better yet!" The monkey leapt forward, "I'll show you!" He slammed his fist into the robot's chest, but did practically nothing. "Ow!"

"Wow!" Dragoon tackled the robot to the ground, "you sure showed him!" He unleashed a blast of fire, burning the robot's head and causing it to melt.

"Just watch!" The alien named Spidermonkey leapt onto the roof and pointed his tail at the robot. "I'll have this bucket of bolts in the scrap heap in no time!" From out of his tail, a web line shot out and struck the robot. The alien chimp then pulled and it was yanked towards the ground, as Gwendolyn unleashed a blast of mana that cut it to pieces.

Several prepared to fire, but Trixie used her Medallion's ability to freeze them. She then threw her shield at the machines and it sliced through their blasts arms before returning to her, time speeding back up and causing them all to explode.

"Nice!" Gwendolyn smiled as she and Dragoon flew forward, Trixie and Spidermonkey chasing after them as they searched for the girl's locations. But as they turned a corner, they found a bunch of maintenance droids working on the hallway. But as soon as they saw them, they turned their attention and tools on them. "Not good."

"I got this!" Spidermonkey shot several blasts of webbing, hitting the droids in their faces and causing them to become blind.

As the robots tried to regain control, Dragoon flew forward and cut through the machines with his razor sharp claws. He then spun around and slammed them with his tail, knocking them away. "How many of these things do they have?"

"Maybe they were on sale," Spidermonkey guessed. "Makes sense. Probably the only way to sell these hunks of junk. Oow, oow, ahh, ahh!"

"Come on," Gwendolyn told them. "We're getting closer to the girls." They nodded and kept following her through the halls, destroying any robot that might get in their way. But as they made their way through the ship, they were completely unaware that they were being watched.

Ever since they had appeared within the ship's halls, Eon and Vilgax had been watching through security footage.

"How did they get in!?" Eon slammed his hand on the console. "The power of the repivor shouldn't have let Paradox anywhere near it." He checked on the Rainbooms and when the screen came up, the girls were all laid out in the tubes completely exhausted. "They've been sufficiently drained. Even if they're freed, they won't be able to fight against us."

"They are not the issue," Vilgax growled. "You said that being inside the repivor also protects one from the effects of the dimensional collision. If Sentry and Tennyson are on this ship, we won't be able to erase them from existence."

"True," Eon nodded. "That does make things difficult."

"It will make everything we're working for worthless. If those two are allowed to survive, they will find a way to overthrow us in our new world. They must be wiped out."

"Then why don't you throw them out," Eon stated. "You were able to beat them before, so go do it again. Take them out and throw them off our ship. Or better yet. Take them down and throw them off when we re-enter the void. It won't be long before we have to make another trip into it. Throw them out the ship's protection and they'll vanish."

Vilgax seemed to like this idea, the alien squid turning to leave. "I will dispose of them. But you had best make sure this ship remains flying. If that other group is able to make it to the engines, there's no telling how much damage they can do."

"Would you relax," Eon told him. "I can handle them." Vilgax said nothing, as he headed out the cockpit to go deal with Flash and the others. As he disappeared, Eon turned to the screen as it showed another group.

Azmuth's team drew closer and closer to the ship's engine room.

Using Rook's scanner, they were being led right towards them. But between them and the engines, many of Eon's robots were standing in their way. "Get lost!" Kevin swung his mace arm around and smashed it into a robot, knocking it down as Shining fired his Multi-Striker Rifle.

"We need to find a way to shut these things down faster," the Plumber fired another shot and hit one in the head. "This is taking too much time."

"Don't supposed you've got some kind of EMP setting on that thing?" Kevin asked, only for Shining to frown.

"I do, but it still only fires in one direction. I'd only be able to take two or three robots down at a time." Three robots turned a corner and Shining switched his rifle to the EMP cannon, firing it and hitting them. But it was like Shining said. There were just too many robots to hit all at once.

"We are not much further," Rook told them. "The engines should be at the end of this next corridor."

"Then get ready," Azmuth stated. "I'm willing to bet there are even more robots waiting for us in there." They turned the corner and spotted three robots, Rook using his Proto-Tool to form a sword and charging with Kevin. they both knocked one down, Shining blasting the last one as Kevin started pounding on the door.

After a few hits, the metal broke away and they stepped inside. And what they saw was like nothing they could imagine.

The room was full of different machinery, too complex to explain. They all hummed and shook with vibrations, making them sure this was what was powering the ship. And what they didn't see, were a bunch of robots guarding it.

"Where's the mass horde of robots we were told to expect?" Kevin asked. The others were wondering the same thing, but realised this was a golden opportunity.

"Before any more robots arrive," Azmuth stated. "Seal the place up so we can get to work." They nodded and Rook quickly slammed the door shut, using his Proto-Tool to weld it closed. At the same time, Shining and Kevin looked around for any other ways the robots might get in.

There were two more doors and Kevin used his absorbing power to seal one of them shut, whilst Shining lasered his own door closed. "How exactly are we gonna get out of here?" Kevin asked.

"My ship can teleport us out," Azmuth assured him. "Once we've taken the ship out of commission, we'll warp out and try to get in contact with the others." They liked that plan. "Now. Let's take these engines out."

"With pleasure," Shining turned his weapon into a bazooka and fired. The laser sphere flew up and smashed into part of the engine, causing the ship to rock. But as it did, an alarm filled the room and a red light flashed.

"What's that?" Kevin asked.

"You must have set off an alarm," Azmuth realised. Moments later, parts of the wall opened up and long metal tendrils shot out. On the end of these tendrils, were robotic snake heads. And as they opened their mouths, a hiss could be heard. But that hiss came from the electricity that was sparking from their fangs.

"That can not be good," Rook gulped. One of the chords shot towards them and tried to bite, but Rook changed his Proto-Tool into a sword and cut the head off.

Shining did the same with another, whilst Kevin simply bashed one in with a hammer fist.

Azmuth, being more of a builder than a fighter, ran to take cover as the others kept fighting. "Azmuth!" Shining slashed another one apart, "start taking this thing apart. We'll protect you."

"Okay," Azmuth nodded as he turned his focus on the engine behind him. He quickly spotted what looked like an access panel and leapt up onto it, pulling the panel off. But just as he was about to climb in, the ship suddenly rocked and they found themselves being thrown above the room.

"What's happening?" Kevin cried, as some snakes coiled around him and tried to bite him.

"The ship must be shifting positions," Rook cried. "The inner gravity must need time to compensate."

"But if the ship's moving..." Shining remembered what Paradox had said. "It's gonna rip another hole in the universe."

And sure enough, the ship was doing just that.

Those brave enough to watch what was happening outside, saw the ship pull up moments before it was about to slam into the tallest building in the city. As it did, its mouth opened and the blaster barrel extended out of it. Slowly charging up to fire another dimension destroying blast.

Paradox saw this and looked worried. "Come on everyone. You can do this."

Kevin turned his arms into a pair of scissors and cut through the snakes holding him. "Azmuth! Get breaking stuff!"

"I know!" Azmuth ran back towards the engine and leapt inside, Shining shooting a snake that tried to grab him as he did. He looked around the parts, trying to figure out how this thing worked. "Okay. That...and that. If that routes energy into there?"

"What are you waiting for?" Kevin asked. "Pull stuff out!"

"I am not just going to pull stuff out. The idea is to destroy this contraption after everyone is safe. If I don't know what I'm unplugging, I could blow this ship up with us still inside."

"He's right," Shining agreed. "Slow and steady."

"Just not too slow," Rook agreed as he pulled a snake out of the wall. "We are still on a time crunch here." Azmuth frowned, but kept studying the engine layout. But it was like nothing he had ever seen.

Back on the ship, Flash and the others continued to fight their way to the cockpit.

Dragoon cut his way through another robot, as they headed up a stairway. But as they did, they heard movement and looked down to see even more robots climbing up after them. "Not good," Trixie gulped.

"I got this!" Spidermonkey leapt down and hit his Omnitrix, transforming in a flash of light. When the light faded, it revealed a weird lizard creature with green eyes, black lips and spines on his body. The alien suddenly ballooned up and almost filled the staircase, only to then shrink back down as a blast of yellow liquid exploded out of his mouth.

The liquid shot down the staircase like a fire hose, slamming into the front group of robots and pushing them back.

The robots all started falling down the stairs, which quickly became covered in the yellow liquid and made impossible to climb. And as the lizard shrank back down, the Omnitrix and Ultimatrix both beeped before the two hit them and reverted back to human form.

Both saw their watches were still green, but would need a few minutes to fully recharge.

"Come on!" Gwendolyn cried, the four heading upwards.

"Let me guess," Flash told Ben. "Spitter?"

"Got it in one," Ben smiled. "As cool as he is, he doesn't have a lot of uses. Other than spitting that stuff, he can't really fight. I like to give him a use when I can." They kept climbing the stairs, Gwendolyn taking them higher and higher. And whenever they came across one of the robots, she and Trixie took them down whilst Flash and Ben saved their strength.

"We're almost there!" Gwendolyn announced after reaching the floor. "Their mana is really close. But it's fluctuating."

"Meaning?" Trixie asked.

"I've sensed this before, when someone's energy has been drained. The girls must be exhausted after having their magical power drained."

"Are they gonna be alright?" Flash asked, worried something bad was gonna happen to them.

"They feel fine. But I don't wanna risk letting Eon drain them again." She gestured around a corner, "we have to hurry." They turned said corner, but stopped when they saw something at the other end of the corridor. It wasn't a robot. It was much worse.

"Vilgax," Ben frowned as the cyborg squid alien stood waiting for them. Flash and Ben stepped forward. "Gwendolyn. You and Trixie need to find another way to the girls. Leave him to us."

"Are you sure?" Gwendolyn asked. "Last time-"

"This won't be like last time," Flash assured her. "Go. You said it yourself. We don't wanna risk Eon draining them again. Hurry." The girls nodded and turned to head in another direction, hoping there was more than one route to the girls.

"You were a fool to send your minions off," Vilgax told them. "the two of you are no match for me."

"We'll see about that," Ben smirked as they activated their watches. "You ready?" Flash started at the Ultimatrix, knowing he might have to use the Ultimate function.

"I'm ready." Flash wouldn't let his fear control him. Like Ben had said, the aliens were him. No matter what he became, he would fight and protect his world. "Let's do this!" The pair slammed the dials down, both transforming. Flash transformed into Kagenobi, whilst Ben turned into a giant humanoid grasshopper.

"Let's rock!" The alien named Crashhopper shot down the corridor with a single kick of his super powered legs, propelling him forward like a missile towards Vilgax.

The cyborg raised his arm and swung it down towards the bug, but Crashhopper suddenly spun around and propelled himself upwards to dodge the strike. He then bounced off the ceiling and spun around, slamming his spring legs into Vilgax's face with enough force to knock him backwards.

As Vilgax was staggered, Kagenobi melted into the floor and flew down the hallway. Whilst Vilgax regained his balance, the shadow ninja appeared out of the ground and drew a blade from Vilgax's shadow. He swung it around and slashed at Vilgax, who blocked with his metal arm.

As Vilgax tried to grab Kagenobi, Crashhopper bounced around and propelled himself forward to deal another kick to his face. But Vilgax grabbed him before he could hit him, his organic hand squeezing him tightly.

But Kagenobi melted into the ground and got behind him, pulling a spear out of the ground and stabbing it towards one of the tanks on Vilgax's back. But Vilgax dodged the attack and threw Crashhopper at him, Kagenobi letting the bug fly through him as he leapt into the air and threw a bunch of shadow shuriken at him.

Vilgax quickly raised his mechanical arm and fired the pincer beam, destroying the shuriken whilst Kagenobi landed and Crashhopper picked himself up. "you are both ants. I will find great pleasure in ripping your Omnitrixes off of you.

"You can try," Kagenobi created a pair of short swords.

Crashhopper smirked. "But you'll suffer the same fate as everyone else who's tried." The pair charged, Vilgax doing the same. They knew this fight was just beginning. If they wanted to save their worlds, they would need to defeat Vilgax and stop this thing once and for all.

In another part of the ship, Gwendolyn and Trixie fought their way through several more robots.

They had had to go the long way to get to the girls, but they were close. "It's just behind this door," Gwendolyn announced. But as they stepped up to it, they found it was locked with a code. "Come on." Gwendolyn tried to get through, but no code she tried worked.

"My turn," Trixie changed into her Mighty Bull form and removed her bell. "Stand back!" Gwendolyn did so and Trixie slammed the bell into the ground, causing a serious dent in it, then pointed the bell at the door as the soundwaves flew off of him.

The door was slammed into and smashed apart, allowing them to enter.

They found what appeared to be a cockpit, confusing them since there was no sign of the girls. "I don't get it," Gwendolyn looked around. "The girl's mana was coming from this room." She swept her arms around to scan the plan, gasping. "They're below us."

"On the next floor?"

"No," Gwendolyn shook her head, "not the next floor. There's a room beneath this place. They're down there somewhere." Trixie nodded and cracked her knuckles before punching the floor, denting it but not doing much damage. She punched it again, then again and again.

As she did, Gwendolyn moved over to a console. She looked over the controls, but had no idea what any of them did. "Maybe I can find a way to stop this thing." She started fiddling with it, but the repivor did nothing. "Come on. There's gonna be a way to make this thing stop."

"That won't happen." The girls gasped as they looked around, seeing Eon step out from the shadows. "I've locked the controls. The ship is set on its path and won't change until the task is complete," As he said that, a bright flash exploded through the view screen.

They all looked out of the windows and saw a familiar laser explode out of the mouth blaster and hit the sky, creating a second tear in the universe.

"No," Trixie gasped before glaring at Eon. "Stop this! Let Sunset and the others go!"

"I don't think so!" Eon's gauntlet extended its energy blade, "they're our precious batteries. To use again and again, to help us create a new universe."

"What?" Gwendolyn asked. "You can't be serious? You're gonna keep fusing worlds?"

"That's right," Eon nodded. "Again and again. We'll combine our newly created world with another one, taking the best that that world has to offer and adding it to our masterpiece. And eventually, there'll only be one universe left. A perfect universe, where I am lord and master over all."

"You can't be serious?" Trixie asked. "Paradox said there are an infinite number of universes. You could keep fusing worlds forever and not combine more than one percent of it."

Eon chuckled, "Paradox always was a man who liked to exaggerate. There can't be that many universes. And even if there was, I'll find a way to make this ship powerful enough to do the job." He stepped forward. "I bet there's more than one world out there with versions of those girls. I'l snatch them up and use them to power the ship. Making it stronger and stronger. Eventually, there will be no universe except the one I envision."

"You're insane," Gwendolyn cried. "We're not gonna let you destroy any world." She thrust her hands forward and unleashed a blast of mana, but Eon thrust his hand out and fired a beam of time to counter it.

The two beams collided and cancelled each other out, Trixie slamming her bell into the ground. The sonic blast flew towards Eon and slammed into him, the time being grunting as he was pushed backwards. But he was soon able to hold his ground and pushed forward. As the sound waves died down, he glared at Trixie.

"You think that's enough to stop me?" He asked, as Trixie prepared another blast. But Eon was faster and fired a time beam towards her.

Trixie gasped and barely managed to dodge, as the beam struck her bell and caused it to turn to dust. "Hey!" She leapt away, trying to remember what she had read about her objects her Medallions formed. 'The bell won't rematerialise unless I'm out of this form for at least an hour.' She landed and quickly changed, "Luna Cat!"

Eon watched her outfit transform and before he could adjust, Trixie created a bunch of clones that filled the cockpit.

Gwendolyn took this confusion to unleash a blast of fire, which Eon had to dodge whilst the Trixie clones got in close. "You think I'm scared of a few fakes!?" But to his amazement, one of the clones swung her staff around and hit him in the shoulder. "Augh!"

"Solid illusions?" Gwendolyn asked, as the real Trixie looked exhausted from doing that.

"I can't make more than one solid," she explained. "And it doesn't always work out. But I can make a solid illusion if I try really hard."

Eon growled at this, whilst Gwendolyn and Trixie got into a fighting stance. Only one group was walking away from this with the Rainbooms.

Back in the engine room, Azmuth and the others continued to do what they could.

As Shining, Rook and Kevin fought against the electric snakes, Azmuth was busy getting familiar with the ship's layout. "Alright," he started pulling parts out. "I think I might know how we destroy this thing." He pulled on a wire and attached it to another wire. "We need to disable the ship's power dampeners."

"You want to make it overload?" Rook asked, cutting another snake up.

"Exactly," Azmuth nodded. "Flood it with so much power, it can't hope to contain it all. More power than it can expel. It'll explode and never be a threat to the omniverse again."

"Great," Kevin bashed a snake away. "Get to it then!"

"I am," Azmuth removed a part from the engine. "But we'll need help from the others. Twilight and the others, will need to supply it with the energy. Overcharge it with all the magic they can give it."

"Great," Shining slashed at another snake. "And how do you intend to get them to do that?" Azmuth smirked, as he removed a part and returned it upside down.

Vilgax caught Kagenobi's sword and punched him with his real arm, knocking him back as Crashhopper bounced forward.

The alien insect then slammed onto the Omnitrix and transformed, turning into a giant humanoid tiger wearing a wrestling outfit. The tiger roared as he slammed his fist into Vilgax, the speed from Crashhopper's take off tripling the impact.

As Vilgax was knocked flying back, the tiger roared again. "Let me tell you something, different Vilgax from the one I've beaten a hundred times, but is still really annoying! Rath, will make you feel the hurt. Rath, will make you regret trying to smoosh two worlds together! Rath, WILL DESTROY YOU!"

Kagenobi picked himself up and saw Ben's sudden change in attitude. Maybe he didn't want to unlock this alien.

Vilgax growled as he picked himself up, then chuckled. "No. I will be the one to destroy you!" His feet dug into the floor, as his chest armor opened up.

Their eyes went wide at this. "Not good," Kagenobi cried. He looked around, but there was no way they could escape in time.

"You think Rath is scared of a laser?" The tiger asked. "Rath eats lasers for breakfast! Rath will devour your laser and use its energy, to lay the smack down on you!" But as Vilgax fired, the beam was so powerful that it took up the entire hallway.

Kagenobi rushed forward and jumped in front of Rath, hitting the Ultimatrix to transform into Gemini.

He quickly put up the seven-coloured bubble and the laser slammed into it, the impact pushing the force field into the pair. Both aliens cried out, as the bubble was smashed into the back wall and broke right through it. It then broke through several more walls but managed to maintain integrity.

Then, they broke through another wall and found themselves in midair.

"Wow!" Gemini cried, seeing they were now outside the ship. The repivor was flying away from them, heading towards a tear that was still growing larger.

"Gravity!" Rath yelled, "we meet again. Bring it on! I'm ready for a rematch!" But as they fell, Gemini created six duplicates. Two of them grabbed him and the other four grabbed Rath, the lot then throwing the pair towards the ship before disappearing.

Both cried out, as they crashed into the ship. Rath quickly stabbed his black claw into the machine, whilst Gemini tried to grab on. But he was having trouble and almost fell off, until Rath caught him.

Pulling him back onto the ship, both suddenly found they were being pulled towards the metal. It was like the ship had its own gravity, holding onto anything touching the ship. "We need to get back inside," Gemini told Rath.

The tiger turned to him. "Let me tell you something, alternate alien hero who isn't another Ben Ten, that I'm starting to think might be better at this than Rath! Rath already knew that!" They started making their way back towards the hole, half expecting Vilgax to be waiting there to blast them.

But as they got closer, something leapt out of the hole and crashed down on the ship in front of them. Vilgax.

"Are you crazy!?" Gemini cried. "We have to get back inside, before we enter the void."

"Oh, you're not going back inside." He pointed his metal arm at them and fired from his pincer, Gemini putting up a shield to block it.

As he did, Rath hit the Omnitrix and transformed into an alien made of purple rocks and red crystals. And when Gemini lowered the force field, the alien fired a blast of multi-coloured energy that shot towards Vilgax and slammed right into him.

This caused Vilgax to be knocked staggering back, as Gemini charged forward and changed into Cat-Apult. The alien cat leapt at Vilgax and slammed his tail into him. The impact caused Vilgax to stagger, but he quickly recovered and swung his metal arm around to knock Cat-Apult back.

The cat alien barely managed to stay in the ship's gravity field, falling back and landing as the crystal alien stepped up next to him.

They glanced at one another, knowing they had to work together in order to stop Vilgax once and for all. And so, they charged forward, Vilgax doing the same before the three clashed.

In the main control room, Trixie and Gwendolyn continued their fight against Eon.

Gwendolyn launched a blast of lightning, which Eon deflected with his time sword. As he did, Trixie rushed up and changed into her Rapid Turtle form. "Time powers versus time powers!" She slowed time as best she could, hoping Eon would freeze as well, then leapt at him to deliver a punch.

But Eon was moving completely normally, firing a time beam at her.

She held up her shield and the beam struck, Trixie thinking her shield would disintegrate. But instead, the beam bounced off and hit a nearby wall with no effect. "Foolish child. I can exist outside of time."

"Not good," she gulped as time returned to normal.

Gwendolyn flew at Eon and chanted some kind of spell, causing ropes of energy to appear around him and tie him up. "Augh!" He struggled, "release me!"

"I don't think so!" Trixie used this chance to leap into the air and deliver a powerful kick, right to his chest. He roared as he was thrown backwards, Trixie jumping back whilst Gwendolyn fired a bolt of lightning.

But Eon saw this coming and leapt up, the bolt striking the energy ropes. To the girl's shock, the rope exploded and Eon was freed. "Pathetic!" He fired a laser that shot straight towards them, Gwendolyn gasping until Trixie leapt in front of her.

She raised her shield and the beam struck it, getting deflected down onto the floor. At first, nothing happened. But then, the floor began to rust and turn to dust. Soon enough, that part broke away and revealed a large hole in the floor. And when Trixie looked inside, she gasped seeing the Rainbooms inside. "Girls!"

Sunset let out a groan, as he opened her eyes and looked up at them. "Trixie."

"Hang on," Trixie cried. "We'll get you out of here." But that might be easily said then done.

Vilgax swung his claw at Cat-Apult, but the cat leapt back as Chromastone fired another laser at him.

Vilgax blocked with his own laser and as he did, Cat-Apult saw the breach beginning to form a circle as the ship got closer. "If we don't get back inside now, we're all gonna die."

"I don't think so," Chromastone stated. "There's no way a Vilgax would come out here, knowing he would die if the ship flew into the void. He knows we're safe." Cat-Apult looked surprised by this, whilst Vilgax chuckled.

"You're smarter than you look. Yes, the repivor creates a protective barrier around itself as it enters the void. A barrier large enough for us to stand inside without worry of the void's effect." The ship began to enter the portal, as Vilgax fired a laser at the two of them. "But if I throw you out of the ship's protection...you'll be gone forever." He fired again, but the two dodged the beam and hit the dials.

In a flash, they were both transformed into a pair of beastly aliens. Vapaw and Wildmutt charged, Vapaw unleashing a blast of smoke that somehow wasn't blown away and surrounded them.

Vilgax fired into the cloud, but missed and couldn't see a thing when it suddenly surrounded him. He swung his pincer around, but missed and growled. And then, something shot past him and slashed at his body. He roared at this, trying to grab who did it. One of the wires, connecting his body to the tube on his back, was then slashed at and cut through.

He growled before firing several shots into thin air, hitting nothing except parts of the ship.

Then, two green flashes appeared outside the clouds before it started fading. And when it did, Volt-Edge and Frankenstrike stood on either side of him. Both sparked with lightning and fired it at Vilgax, hitting him several times as they charged forward.

Vilgax fired at them, but they managed to avoid the beams with Frankenstrike dealing a powerful punch to Vilgax's chest. This knocked him back, as Volt-Edge slid along the ground and slashed at another wire.

The two hit the dials again and transformed into Bushwhacker and Swampfire, Bushwhacker reaching out and grabbing Vilgax before pulling him forward. Swampfire's arms ignited and as Vilgax was pulled forward, he thrust the fire at him and unleashed a powerful flamethrower.

"GAAAAAAH!" He cried, as Bushwhacker let him go. As he did, the part of the ship they were on entered the void. And just like Vilgax said, they were perfectly fine.

Bushwhacker and Swampfire nodded at one another before hitting the dials, transforming into Gyrotor and Terraspin. The pair blasted a powerful steam of wind towards Vilgax, slamming into him and pushing him backwards. The force pushed Vilgax back and he threatened to be thrown upwards and out of the ship's protection.

But at the last moment, he slammed his claw into the ship and was able to hook himself. The pair increased the power, but Vilgax and the ship's metal was strong enough to withstand it. As the ship completely entered the void, the heroes looked around and saw the many colours and images around them.

"It wasn't like this when Paradox brought us," Terraspin stated. As he said that, the ship fired another laser. One that opened yet another breach, creating a crack in the dimension that slowly started opening. "We're about to enter my world."

"Then we've gotta hurry!" Gyrotor hit the Ultimatrix and transformed, becoming Lantool and flying towards Vilgax.

The wind died down and Vilgax pulled his pincer out of the metal, as Lantool shot towards him and swung an energy hammer towards him. Vilgax dodged this and fired a laser at him, Lantool creating a shield to block before firing an energy gatling gun at him.

Vilgax leapt back, as Terraspin transformed into Eye Guy and fired a beam of energy at him.

Vilgax blocked with his own laser, as Lantool flew in closer with twin energy swords. He slashed at him, Vilgax blocking both with his pincer before reaching out and grabbing the energy alien. As Eye Guy fired another beam, Vilgax threw Lantool into it and the attack slammed into him.

"Augh!" Lantool was blown upwards, towards the edge of the repivor's barrier.

Vilgax smiled at this, only to see a green flash and look round to see Eye Guy become the alien known as Jetray.

The alien manta ray shot up and grabbed Lantool, seconds before he hit the barrier. As he did, he turned back to Vilgax and fired a beam of light from his eyes. But Vilgax responded with his own laser, which Jetray dodged as he let Lantool go.

The energy being shook his head and quickly hit the Ultimatrix, transforming once again into the alien known as Firefly. And as Vilgax fired at them, Firefly used his gauntlets to propel himself downwards whilst dodging the lasers. And as he did, he fired blasts of webbing towards Vilgax.

The alien squid blasted through the web, as Jetray shot down to try and blast him close up. But Vilgax dodged this and actually grabbed him around the waist, squeezing tightly as Jetray cried out.

Firefly tried to help, but Vilgax chose this moment to open the doors of his chest. And before the insect could dodge, a blast of energy exploded out of it and slammed right into him. "GYAAAAAH!"

"FLASH!" Jetray screamed, as Firefly was thrown backwards and fell towards the back end of the ship.

Vilgax laughed as he slammed Jetray into the ship, then threw him away. Jetray rolled along the metal and finally came to a stop, panting as he picked himself up. "Face it. Nothing you do can defeat me."

Jetray stood tall and took a deep breath. "I wouldn't count on that." He struck the Omnitrix and in a flash, transformed yet again. This time, into a large white and green robotic alien with the Omnitrix symbol on his chest and glass tubes for arms. The symbol and tubes were full of a bright green energy. "Homina, homina, homina!" He shot forward and smashed his fist right into Vilgax's chest. "Take that!"

At the same time, Firefly was rolling through the air.

He tried to gain control, but was spinning too fast. "Can't stop!" He cried, thinking of changing to another alien. But which one could save him? And which one could stand up to Vilgax.

It was then that he realised what he needed to do. If he wanted to beat Vilgax, he had to push past his limit. It was time to face his fears. Time to go Ultimate.

"Here goes!" He reached for the dial, quickly spinning it before slamming down.

In a burst of light, his body transformed so that his skin was now crimson red. Meanwhile, his armor turned bright yellow with blue flame patterns covering them. His legs were gone and from his waist, a metal skirt was sticking out of it that looked like a rocket-booster. His butterfly wings were gone and in their place, a new pair of arms could be found that looked just like his front ones. Below his front ones, a second smaller pair of arms could also be seen. These ones didn't have the gauntlets on them, instead having three clawed fingers sticking out of them.

His head was also different, as a new helmet was covering it. The helmet was yellow in colour and had a white section where the mouth should be. His eyes were covered by a pair of round red visors and between them, starting from above his mouth moving up between them, was a blue metal horn-like protrusion that went up its head and split above the eyes to form a Y-shape.

The skirt unleashed a blast of fire, only it wasn't the normal fire. Instead, it was bright blue and stopped his fall cold.

"ULTIMATE FIREFLY!" He cried, as he managed to stop himself. The jets on his back also ignited and pushed him forward, the evolved insect moving like a rocket towards the battle.

The alien known as Atomix dodged one of Vilgax's blasts and threw a punch right into his chest, knocking him back.

Vilgax slid to a stop and prepared to attack, but a fireball suddenly shot past Atomix. "Coming through!" Ultimate Firefly smashed his horn into Vilgax, the impact knocking him backwards and also crushing the doors of his chest cannon closed.

"Wow." Atomix watched as the insect pushed itself back, using the flames of his booster to burn Vilgax as he flew back over to them. "Love the new look." Suddenly, the breach they flew towards fully opened and revealed another city on the other side of it.

"Is that..." Firefly asked.

"That's my world," Atomix realised. He suddenly noticed the shape of the city. "That's my home. Bellwood."

"How fitting," Vilgax stood up. "Your homes will be the spot that the worlds will collide, destroying you and creating a new universe for me to rule." The alien heroes glared at him, as the ship flew into the portal.

"That's not gonna happen!" Ultimate Firefly cried.

"Because we're gonna stop you!" Atomix announced before the pair leapt forward. This was it. Do or die. Either they stop Vilgax and save their world, or everything they knew and loved would be over. They refused to let that be the case.

Author's Note

The final battle has begun and Flash has finally gotten over his fears. What do you think of the new Ultimate Firefly? Pretty cool, huh? So, how will this battle come to an end? You'll just have to wait and find out.

Chapter 6

Back in the cockpit, Eon continued to blast his time ray at Trixie and Gwendolyn. But with Trixie in her Rapid Turtle form, she had a way to block time blasts with her shield.

Eon fired many rapid blasts at them, hoping to get a lucky shot and dust them into nothing. But every time, the attacks simply bounced off the shield and hit something else in the cockpit. Luckily, the repivor's power protected itself from being aged into nothing, so long as it wasn't continuously hit like the floor had been.

Speaking of the floor. Gwendolyn and Trixie had quickly moved themselves over to the hole that had been made, allowing them to see down into the lower chamber. "You girls need to wake up!" Gwendolyn cried, as the Rainbooms moaned.

They were all exhausted from the energy drain, Sunset and Fluttershy especially. "Gwendolyn?" Twilight asked, "Trixie too? You came to save us?"

"Duh," Trixie deflected another time ray. "Can you girls get up? We need to get out of here."

"Can't," Pinkie groaned, "too tired."

"The glass is too strong," Applejack told them. "We couldn't smash ourselves out, even if we weren't drained of power." Gwendolyn frowned at this, as she turned to Trixie.

"I need to get down there."

"Go," Trixie told her. "I can handle this guy." Gwendolyn nodded and jumped down the hole, leaving her and Eon to fight one on one. "Alright, time boy. Anything else you can do aside from your boring little time ray?"

Eon growled, as he summoned his time sword. "I'll show you what I can do!" He charged forward and Trixie blocked his sword with her shield, but the impact was impressive and Trixie was almost knocked off her feet. But she managed to fight back and push him away, the pair watching one another carefully for an opening.

Down below, Gwendolyn studied the glass containers they were in and couldn't find a way to open them. "There has to be some kind of control."

"Eon used his gauntlets," Sunset explained. "He's connected to the ship's systems."

"That could make things tricky." As she said that, a sound suddenly filled the room. A sound coming from Twilight's pocket. "Is that a phone?"

Twilight took out her phone and was shocked to see who was calling, the tired girl accepting the call. "Shining?"

"Twilight," Shining's voice laughed. "I can't believe this worked. Are you alright?"

"Trixie and Gwendolyn are here," Twilight replied. "Trixie's fighting Eon and Gwendolyn's trying to get us out. Where are you?" She could hear something in the background. Some kind of crackling sound.

"I'm in the engine room," Shining explained. "We're trying to take this thing out and Azmuth has a plan." He dodged one of the metal snakes as it tried to bite him, "but we need your help?"

"Us? We're trapped. How can we be of help?"

"I know this might sound crazy, but you need to give the repivor more of your magic."

"WHAT!?"

"Just listen. Azmuth's disabling the ship's power dampeners. When that's done, the ship won't be able to handle using too much power. It'll overload and blow up." He blasted a snake without even looking. "I know you're probably tired, but this might be the only way to destroy this thing."

The Rainbooms all looked a little worried about this.

"How's he expect us to give it any magic?" Rainbow asked, "we're totally drained. It could be hours before we can generate enough energy to blow this thing up." They all nodded, as Gwendolyn tried to think.

"Maybe I can use my mana to charge it up instead."

"I don't think so," Sunset shook her head. "Eon said the ship needed to calibrate to our magic before it could use it as fuel. Your magic's a completely different thing, so it might not be compatible." Gwendolyn frowned, then seemed to have an idea.

"I think I know what to do. It's a long shot, but it just might work." They raised an eyebrow at this, wondering what Gwendolyn was planning.

Back outside, the battle between Vilgax and the two alien heroes raged on.

Atomix repeated the same words, as he built up more and more radioactive power. "Fissile Whistle!" He charged forward and slammed his fist into Vilgax's face, knocking him back. As he did, Ultimate Firefly flew overhead. His back thrusters fired to keep him from being blown away, as his main booster rocket exploded to send out a powerful flamethrower.

These flames rained down on Vilgax and made him roar in pain, as he unleashed a blast from his pincer. But Ultimate Firefly easily dodged it as Atomix leapt into the air.

"Isotope Hope!" He fell down and slammed his foot into Vilgax, knocking him backwards.

As this was happening, Bellwood was getting rather close. Atomix stared down at his home town and knew a lot of people were likely getting worried. Fearing something horrible was gonna happen. And as it did, his Omnitrix dinged.

"Ben!" A voice spoke through it, as Atomix ducked under Vilgax's punch. "Are you there!? We're picking up your signal from that ship that just appeared."

"A little busy right now, grandfather." He leapt back, as Ultimate Firefly flew down and Vilgax tried to open the weapon in his chest. But a clonking sound suddenly made him look down and actually noticed his chest armor was bent, a result from being slammed into by Ultimate Firefly.

As he stared at his chest, Ultimate Firefly thrust his arms forward. As they opened, white threads shot out of the gauntlets and struck Vilgax, the Ultimate Alien flying around him and encasing him in a cocoon. The webbing was much stronger than his base form's, Vilgax finding himself trapped within it as Atomix built up more and more power.

"Homina, homina, homina." The energy inside his chest and gauntlets glowed brighter, as Ultimate Firefly's new arms cut the thread so Firefly could get away. "Half-life Strife!" A beam of radiation exploded from his chest, shooting towards the cocoon.

As it did, Vilgax finally managed to get a tear going and ripped through the webbing. And as he pulled himself free, he saw the radiation beam heading his way.

An explosion soon followed, one that caused the ship to rock back from side to side. This resulted in Vilgax being blasted far down the ship, so far that the heroes could no longer see him. "Alright!" Ultimate Firefly cheered, Atomix giving him a thumbs up. Hopefully, he was down and out.

But before they could celebrate, the ship suddenly moved. "Hold on!" Atomix cried, as the repivor shifted upwards.

Firefly used his webs to stick himself to the ship, as it changed positions and was pointed up towards the sky. As it flew up, it fired another beam of light. Said beam flew up and struck the sky, at the same position as the breach that they had come through. A second portal was beginning to form, this being the last one needed.

"Paradox said the repivor created two breaches in each world," Firefly cried. "Once this one's formed, it'll start pulling the worlds closer together.

"Then we need to put this confounded ship out of action, once and for all." Atomix stood up and started building power. Ultimate Firefly did the same, the pair blasting the ship with all the energy they could muster. But their attacks were doing little to no damage to the ship, whatsoever.

"I hope the others have found a way to stop this thing," Ultimate Firefly cried.

Inside the engine room, Azmuth was nearing completion.

"Almost got it," he cried as the others were beginning to grow tired. Beside him, Shining's phone was sitting on speaker. "Are you girls almost ready?"

"Almost," Twilight replied. "Gwendolyn's putting the last finishing touches. But are you sure this is going to work? How can we generate enough energy to blow this thing up?"

"The energy it drained from you has allowed it to cut four holes in dimensions. Clearly, your magic is incredibly potent. And from what I can tell, the ship's energy dampeners were barely able to keep up with the power you were supplying it. Without them, there's no way it'll be able to hold all your power." As he said that, he pulled something out. "There. The dampeners are offline. Now the ship will keep charging, even if it's at full power."

Rook cut a snake's head off. "Now, we just have to hope the girls can generate enough power to send it into an overload."

In the cockpit, Trixie dodged Eon's sword and rolled along the ground. Eon then fired a time ray at her and she barely managed to block it with her shield.

Down below, Gwendolyn had some kind of glowing magic marker that she was waving through the air. As she did, pink lines came out of the end and created energy symbols that floated in the air. "Almost done. You girls ready?"

"I guess," Sunset gulped. "You've done this before, right?"

"Lots of times," Gwendolyn stated. "Just never with more than one person at a time." That didn't reassure the girls, as Gwendolyn made the final symbol. She had created seven lines of symbols, each looking exactly the same. Once she finished writing the last one, she waved her hand around and the symbols flew towards the glass tubes.

Each one slammed into the glass and became imprinted, marking the tube with each Rainboom placing their hand on the other side. "Gwendolyn," Fluttershy looked worried, "are you sure you want to do this?"

"We've got no choice," Gwendolyn stated. The charms on her arms began to glow bright, along with her hair, as she started chanting.

Eon heard her chant, glancing down at the hole and seeing what Gwendolyn was doing. "NO!" He cried, preparing to fire a time ray at her. But before it could hit, Trixie leapt in and deflected the blast.

"Not gonna happen!" She cried, as the anodite finished her spell.

"Vonty anna rita!" She thrust her hands out and seven beams flew out of the orb she had created, hitting each of the marks on the tubes. She flinched, as she felt her own energy being drained from her. At the same time, the Rainbooms felt their own strength beginning to return.

"It's working," Sunset cheered.

"Ah, yeah!" Rainbow nodded. "Now that's what I'm talking about!"

"Are you okay?" Rarity asked Gwendolyn, who continued to supply them with as much energy as she could muster. "If this is too much..."

"I'm fine," Gwendolyn replied. "I've always been told I've got a lot of mana. I should be able to supply you with enough energy to blow this thing."

"I'm feeling much better," Pinkie cheered. "But question. How are we gonna give this thing our magic? Do you know how to make it do the drainy thing?" Gwendolyn realised she didn't She had no idea what any of the controls did on this ship.

"Azmuth," Twilight asked, "can you make the repivor drain our magic from the engine room?"

"Possibly. But it would require me searching through all the other machines in this place. And with these snakes attacking us, I don't think I can do it before the ship merges the two worlds."

It was in that moment that the ship finished opening the breach, the large portal floating beside its twin. The ship flew into the portal and as it did, something happened.

Outside, Atomix and Ultimate Firefly braced themselves as they once again entered the void.

The ship's thrusters then glowed, as a string of energy connected the ship to the breach. "What's that?" Atomix asked, as Ultimate Firefly looked back and saw the string. He then remembered what Paradox had shown them.

"That's the chord. It's gonna keep wrapping it between the four breaches and pull it tighter together." He didn't expect that to be the real method that it used to destroy worlds. But he didn't understand how half this stuff worked. "We've gotta get back inside."

Atomix nodded and they made their way back towards the hole. But as they got closer, a beam of light suddenly exploded towards them and the pair barely managed to avoid it. The beam flew past them and struck the ship, actually damaging it until it came to a stop.

The pair picked themselves up and saw Vilgax, walking towards them as his as the laser cannon in his chest smoked.

The metal doors were missing, appearing to have been ripped off by Vilgax. And as he broke out into a run, his claw glowed and he unleashed a laser as he ran.

Atomix quickly shot a blast from his own arm and the two exploded between them, Vilgax leaping into the smoke and letting out a roar as he attempted to slash at Atomix with his claw. Atomix leapt back and Vilgax pulled his pincer back to try again, only for Ultimate Firefly to launch a web shot that hit the pincer and pulled it back.

Vilgax growled and used more strength, overpowering Ultimate Firefly before he could increase the power to his booster.

Atomix saw Ultimate Firefly being swung around and thrown towards him, the radioactive alien managing to catch him only for Vilgax to extend his chest cannon once again. And with a mighty roar, he fired a blast at full power and it flew towards the pair.

Atomix tried to shield Firefly, as the blast slammed into them and exploded. The force made both alien heroes cry out, as they were sent flying down the ship until they fell onto the metal surface. Both groaned, as Vilgax laughed. "You thought you could stop me? Pathetic. Very soon, your worlds will be destroyed and a new world will be born. A world where Flash Sentry and Ben Tennyson don't exist. A world where I reign supreme!"

At that moment, the ship began to move towards something. The first breach it had created. The one leading back to Flash's world. They were running out of time.

Inside the cockpit, Trixie heard the others talking about how they were going to get the ship to drain their power.

She deflected another energy beam, as Eon charged forward and slashed at her. As she did, she heard Sunset talk about Eon having control of the ship with his gauntlet. It appeared the only one that could activate the drain ability was him, which gave her an idea.

Eon's sword slammed into the shield and the impact caused her to cry out, as she fell back and dropped her shield on the ground.

As the disk rolled away, Eon laughed. "Now I've got you!" He thrust his hands forward and unleashed a time ray, Trixie crying out as she rolled out of the way just in time. As she did, she called out.

"Luna Cat!" In a flash, she morphed into her original hero form and smiled before slapping her hands together.

A bright flash blinded Eon, making him stagger back. When the light faded, Trixie was nowhere to be found. "Where are you?" He readied his sword, as Gwendolyn and the others looked through the hole. "Show yourself! Or did you turn tail and run, like the scaredy cat you are?"

"Trixie's no coward," Sunset realised. "What's she up to?" They then heard a sound and Eon turned to the controls.

"What?" He rushed over to the console and looked around, "the ship's losing energy. But how?" He looked out at the cockpit and saw the laser was fine, the portal continuing to grow larger. But if it stopped now. "Sorry ladies." He started pressing several buttons. "But your power is needed once again." He hit a leaver and pulled on it, causing the systems down below to light up.

The girls gasped, the tubes started the sucking motion once again. "What's happening?" Gwendolyn asked.

"He's draining our magic!" Twilight explained, everyone smiling at this. But as they started glowing, the girls felt themselves beginning to get sucked dry. Gwendolyn groaned, as she continued giving power to the others.

Eon laughed, only for a warning light to suddenly come on. "What?" He checked the screen and saw the warning. "Reaching critical mass? How is that possible?" He suddenly felt weird, as the world around him turned wobbly for a moment.

When his vision returned to normal, he stared at the console again and found the energy tanks were on full. They had been empty a moment ago, but now they had reached the point of bursting.

"How is this possible?" But before he could think of an answer, something suddenly slammed into his helmet and knocked him back. "Augh!" He staggered across the room, as a laugh filled the air.

Trixie reappeared, her staff in hand, standing protectively over the console. "Surprise."

"You," Eon growled. "You made me think the engines were running on low, so I would drain them again."

"Pretty much," Trixie smiled. "I didn't hear all the details, but the others needed you to drain them. Now the ship is going into overload."

"You idiot!" Eon growled. "Do you have any idea what you've done!?"

"Saved the day," Trixie pointed out.

"This entire ship is going to blow. With us on board!" Trixie realised he was right. And she also realised the Rainbooms were still trapped inside those tubes.

"Oh...I might not have thought this through long enough." Eon roared in anger and charged, slashing at her with his sword. She leapt out of the way, just in time to avoid getting cut and aged into dust. Instead, Eon's sword cut straight through the console.

"NO!" He cried, as the controls exploded and he staggered back. "Now there's no way to stop this thing from being destroyed."

In the engine room, the electric snakes attacking the boys suddenly started exploding.

"Wow!" Kevin staggered back, as the snakes wiggled about before blowing up. The rest of the room soon followed suit, as Azmuth climbed out of the engine. "I'm guessing that means they found a way to make the ship take their magic?"

"It would appear that way," Azmuth nodded. "Now we need to get out of here."

"Not until we're sure Twilight and the others are safe," Shining told him. Rook chose this moment to stick something onto the end of his Proto-Tool and fire it at one of the doors, blowing it up.

"This way!" He ran for it, Shining grabbing Azmuth and running for it. Rook took out a scanner and used it to lock onto something, "I have a lock on Gwendolyn's DNA. We should be able to get to them if we continue down this corridor." But a part of the wall suddenly exploded as he said that, the four narrowly avoiding getting blasted by it.

"Twilight!" Shining spoke through his phone. "If you can get out of there, now'd be a good time. This thing could blow at any minute."

"We can't!" Twilight screamed, as the room suddenly started sparking and exploding around them. "We're still trapped."

One explosion suddenly blew towards Gwendolyn, who had to stop giving the girls her power and put up a shield. Another explosion then slammed into the side of Applejack's tube, causing the metal at the top to suddenly rip apart. "Huh?" Applejack looked up and was shocked to see an opening in her tube, making her smile as the energy drain ended.

She used what little strength she had to slam herself against the glass, ripping the metal holding her tube more. She did this three more times before the tube finally ripped itself out of place, falling to the ground and allowing her to crawl out of it.

"Applejack!" Rarity cried, as the cow girl rushed over to her container.

"Hold on!" She used all her strength and ripped the glass tube out of the metal container, allowing Rarity to climb out when she put it down.

As this was happening, Eon had been attacking Trixie in anger. But Trixie had made a bunch of copies to hide with, the girls running around the room trying to keep away from the blade. "STAY STILL!" He roared, as more of the room started exploding.

"I don't think so!" The Trixie army replied together. They all laughed, as Eon roared and summoned a large amount of power. He then slammed it into the ground and created a shockwave, which crashed into the rest of the room and did some damage.

Trixie gasped and tried to dodge it, but the wave slammed into her and she was blown backwards. She slammed into the wall, her illusions fading, and slid down it whilst letting out a groan.

Eon chuckled as he stepped over to her. "Now, it's over." His hands glowed and he prepared to age her out of existence.

Trixie gasped, thinking it was all over. But at the last moment, a string of pink light shot out and wrapped around his hands. "I don't think so!" Gwendolyn cried before Eon's arms were pulled up, his blast hitting the ceiling and giving Trixie the time needed to get up and jump a safe distance away.

Eon pulled himself free of the string and looked around, seeing Gwendolyn and the Rainbooms climbing out of the hole. Another explosion soon rocked the bridge, Eon staggering away as the girls all prepared to attack. And whilst he was sure he could defeat them, the ship's destruction was a more pressing concern.

"This isn't over," he told them. "You'll all pay for this!" As he said that, his gauntlet blinked.

"Eon. What is going on?" It was Vilgax.

"The ship's been set to overload. It's gonna blow."

"Then stop it. Put the ship into overdrive."

"Overdrive?" Sunset asked, as Eon looked surprised. He then chuckled and started typing away. "What are you doing?" Suddenly, the ship accelerated and the girls were all thrown backwards.

"What have you done!?" Gwendolyn cried.

"The ship has gone into overdrive," Eon laughed. "It's now running at full power." Sure enough, the portal was getting a lot closer. "It'll soon burn off the excess energy you gave it. Then I can power it back down." But another explosion quickly filled the room, knocking Eon back.

The girls staggered as well, whilst Eon pointed his hands at them.

"Now, DIE!" He fired a beam, but Trixie jumped in front and changed into her Rapid Turtle form. She blocked the blast at the very last moment, as the Rainbooms grabbed hands. Gwendolyn also took hold, sharing her energy with them yet again.

The girls summoned as much power as they could, combining it with Gwendolyn's own magic. And once they had summoned it all, they let it loose. "Together!" Sunset yelled, as a beam of red, blue, yellow, pink, orange, white and purple light exploded into the air. Another veil of pink energy also flew up, the eight energies spiralling together before arching down and shooting towards Eon.

The time master saw this but was still reeling from his last attack. He tried to get out of the way, but the beam was too fast and smashed into him. "NOOOOOOOOOOOOOOOOOOOO!" He roared, as the energy blew him backwards.

It smashed him into the glass of the cockpit and after several seconds, the glass shattered and he was thrown out of the repivor.

The girls watched, as he was thrown backwards and fell further and further away from the ship. And eventually, he left the ship's protective bubble and simply vanished.

The girls watched this in shock, only for another explosion to catch their attention. The ship might find a way to survive, but the cockpit wasn't gonna last much longer. They had to get out.

Rewind one minute.

Vilgax rounded on the alien heroes, Atomix and Ultimate Firefly moaning as they pushed themselves up.

As they did, part of the ship suddenly exploded. The metal surface they were on rocked, knocking Firefly and Atomix down whilst Vilgax's legs held the metal tight. "Eon." Vilgax opened a channel. "What is going on?"

"The ship's been set to overload. It's gonna blow."

"Then stop it. Put the ship into overdrive."

"Overdrive?" Ultimate Firefly asked, as he pointed his back arms towards Vilgax and launched several fireballs at him. But Vilgax simply deflected the blue flames with his metal arm, as Atomix started building up power.

But before he could fire, the ship suddenly accelerated. "WOW!" The heroes cried, Firefly's hands unleashing webs to help them stick to the ground. "What in the blazes happened?" Atomix asked, only for another explosion to occur.

"Your friends failed," Vilgax fired a laser at the pair. Both were forced to dodge it, Firefly ripping the webbing off his arm, jumping back as the ship kept flying fast.

Atomix landed but the movement of the ship caused him to trip, whilst Ultimate Firefly pushed himself forward as best he could. Vilgax then summoned his chest cannon and started charging it up, but a sudden explosion of light caught his attention.

They all looked around and saw a beam of rainbow light, pushing something out of the ship. "Eon?" Vilgax growled, seeing his partner being thrown out of the ship's bubble and disappearing. "Well, at least that saves me the trouble of getting rid of him."

"Can't resist betraying your allies. Guess that's something all you Vilgax have in common." He turned back to Atomix, who was flying forward and throwing a punch towards him. Fissile Whistle!" Vilgax leapt to the side and grabbed the fist in his pincer before spinning around, slamming Atomix into the ground whilst Ultimate Firefly rocketed forward.

The horn on his head burst into flames, as he was suddenly wrapped in the fire and turned into a blazing missile. But as he got in close, Vilgax's robotic legs moved backwards and Vilgax did a limbo pose to avoid him. As the flaming rocket flew over him, his chest blast fired and the energy slammed right into Ultimate Firefly.

"GYAH!" He was blasted backwards, sent spiralling through the air towards the edge of the barrier. And he barely managed to get himself under control before leaving it.

Both Atomix and Ultimate Firefly glared at Vilgax, whilst also fearing for their current time limit. They likely didn't have long left before they had to return to being human. If they couldn't stop Vilgax before then, they were going to be in trouble.

Back in the cockpit, the girls were still trying to find a way to shut off the overdrive system.

"Anything?" Gwendolyn asked, as they pressed buttons on the damaged console. But nothing happened, except explosions continuing to go off near them. "This place isn't gonna last much longer."

It was then that the doors of the cockpit flew open, the girls spinning around to see Azmuth and the boys running into the room. "Twilight!" Shining rushed over and hugged his sister, "are you okay?"

"I'm fine. But if we don't stop this ship, things are gonna get bad." Another explosion forced them away. "We have to turn off the Overdrive. If we don't, the ship's gonna stop overloading." The cockpit shook again, as they staggered over to the console.

Azmuth looked over it, but couldn't find anything that would let him control the ship. "It's been completely fried. Our only hope to take control is remotely."

"Can't we use Eon's gauntlet?" Kevin asked. "Where is he?"

Gwendolyn gulped. "We...kind of blasted him out of the window." They turned to the hole in said window, making them frown. "There has to be another way to stop it." But then, the ceiling above them started cracking apart. An explosion caused it to come loose, threatening to crush them beneath.

"We cannot stay here much long," Rook announced. "We have to leave." As he said that, the ship had reached the original portal and was beginning to make it through the breach. Soon, they would be back in Canterlot

Another explosion made them cry out, as the cockpit flew through the portal. "We've got no choice," Azmuth took something out of his cloak. "Connection formed." He pressed a button, "teleporting!" They were all surrounded with light and in a flash, they were gone.

The people of Canterlot were scared and confused.

When the ship had come through the portal, they thought it might be the end of days. Then it had curved back around and fired a beam of light from its mouth, using it to form another portal that it flew into. After it disappeared, many hoped that would be the end of things. But the portals had remained.

Now, the ship was returning once again. People screamed and watched in terror, as the giant snake head slowly poked its way out of the massive portal.

On one of the buildings, a flash of light had Azmuth, Rook and the humans appearing out of it.

They all shook their heads, dizzy from the sudden teleport. And when they looked up, they saw the ship leaving the portal. "What do we do now?" Twilight asked, but nobody had an answer. "Wait," she looked around, "where's Flash and Ben?" Everyone's eyes went wide, as they looked back at the ship. "Oh no."

The battle continued and the three were leaping and flying around, unknowingly making their way towards the front of the ship.

Ultimate Firefly's gauntlet ignited, as he threw a blazing punch at Vilgax. But the squid dodged it and threw his own punch into Firefly, knocking him flying backwards as Atomix tried to pile drive into his back. But Vilgax dodged this and swung his robotic leg around, slamming into the robot and knocking him flying backwards.

He landed next to Ultimate Firefly and as he did, Vilgax's chest cannon charged up before it unleashed a blast of energy. Both heroes gasped as they unleashed their own attacks, a beam of fire and radiation slamming into Vilgax's energy blast.

They pushed against one another and whilst it seemed to slow the blast down, they were quickly overpowered and Vilgax's attack smashed into them both. And the following explosion threw them backwards, through the portal and into Flash's world.

They cried out, as they were thrown towards the end of the ship's nose and barely managed to avoid falling over the edge.

They groaned, as Vilgax stepped through the portal. "Now you see, why it was not a smart decision to cross me? No matter what you become, you will never defeat me. And now, your worlds will both belong to me. Do the smart thing and give up."

The pair lay there for several seconds, whilst the city watched the ship getting more and more out of the portal. But then, they began to move and pushed themselves up. "You obviously don't know who I am," Atomix stated. "If you did, you would have known I hardly ever do the smart thing."

"We won't let you destroy our world," Ultimate Firefly told him. "Not if you're gonna replace it with an even worse one. We don't care how powerful you are. It's not gonna happen!" They both stood tall, ready to fight again. "Because we will protect our worlds, no matter the cost!"

"Because you know what time it is?" Atomix asked him, he and Ultimate Firefly nodding at each other before rushing forward and yelling together. "IT'S HERO TIME!"

"Die," Vilgax stated. His chest cannon charged again, but Ultimate Firefly had an idea.

Before it could fire, he raised his gauntlets and fired a blast of webbing. Said webbing slammed into the chest cannon before Vilgax could stop it, the heat proof substance setting like concrete as the power continued to build up.

"What?" Vilgax looked down, only for the chest cannon to suddenly explode and cause him unimaginable pain.

"Homina, homina, homina!" Atomix then shot forward, building up power in his hands. And despite the pain, Vilgax attempted to blast him with his pincer cannon. But Atomix got there first and slapped both hands onto the pincer, unleashing all his built up energy.

The next thing Vilgax knew, his pincer exploded and he roared in pain once again.

Ultimate Firefly flew behind the alien squid and unleashed a blast of fire towards the canister on his back, super-heating it and causing whatever was inside to bubble. And after several moments of this, the whole thing exploded and Vilgax was blasted back towards the front of the ship.

As this happened, Ultimate Firefly and Atomix rocketed away from the ship and built up speed.

Vilgax reached the end of the snake's nose and found himself falling over the edge, the alien barely managing to reach out in time and grab the top of the snake's lower jaw. As he did, his damaged body sparked and refused to listen to him. It took all his control to pull himself up into the mouth.

Ultimate Firefly and Atomix soon started curving back around, the pair being completely surrounded in either fire or atomic energy. They roared out as they picked up more and more speed, moving like rockets towards Vilgax and the repivor's mouth.

"No," Vilgax cried as the pair slammed right into him. "NOOOOOOOOOOOOOOOOOOOO!" The impact sent him flying backwards, into the ship's cannon and towards the source of its power. Atomix and Ultimate Firefly pushed him back right into its power source, the energy they unleashed into him being sent into that power source and mixing with the energy made using Equestrian Magic.

This proved too much for the ship, even whilst being in overdrive. The energy shot through the ship and caused it to overload, exploding and causing a powerful blast at the front of the ship.

Everyone on the ground watched in shock, as the ship was propelled back into the portal. At the same time, said portal began to close alongside the other three. The others heroes all gasped at this, hoping Flash and Ben were alright.

Those two were currently flying through the ship, blasting their way through walls and already made holes attempting to escape.

As they did, a familiar beeping made them gasp as their watches began to glow red. They only had a few seconds before they were back to being human. So they gave it everything they had, pushing their alien bodies to the limit as they gave it everything they had.

And eventually, they blasted their way out of the repivor's front and found themselves in the void.

The breach was closing and any second, they would be trapped. With the last of their strength, they added one final blast of speed before they were reverted back to human. As such, they could do nothing but let their momentum carry them. And as the portal was seconds away from closing, they both passed through it.

"YES!" Ben cheered, seeing the portals were gone and they were back in the real world.

"Um, Ben." He turned to Flash, he pointed down. Ben looked down and saw the ground was coming up fast, whilst they were picking up speed and out of aliens.

"Oh." They both started yelling, as they fell like rocks. But before they could reach the ground, a flash of blue light suddenly appeared beneath them and they fell into it.

The next thing they knew, they were slowing down. "Huh?" Flash looked around, seeing they were in some kind of black void. "What's going on?"

"Paradox?" Ben called out, as another blue flash made them look around.

There, they saw the time walker step into the void. "Good show, my friends. I knew you could do it."

"Thanks for the catch," Ben smiled. "Did the others make it out?" Flash's eyes went wide, having been so focused with the fight that he had completely forgotten about his friends. But before he could panic, Paradox nodded.

"Yes. They're all safe and sound. You two were actually the last ones out of the portal. The repivor has been destroyed thanks to your hard work." Flash and Ben sighed in relief, then smiled as they realised the ship was never going to threaten any universe again. "Now, I'm sure your friends are worried about you." He stepped through the portal, the alien heroes following him into it.

On the other side, they found themselves back in Canterlot and looked up to see the breaches were still closed.

Not a second later, they heard cries and looked around to see their friends running towards them. "Flash/Ben!" They all yelled, soon swarming around the pair and asking what the heck had happened to them. They both smiled, knowing this was going to be a long story.

As the sun began to set, Flash and the others were outside the Plumber Base.

The city was, once again, being rebuilt by Azmuth's ship. The Base was also being fixed up, whilst they were enjoying a party on the front lawn.

Pinkie had somehow gotten a bunch of party food, tables and drinks that she had pulled out of nowhere. Ben and his friends were amazed by this, whilst the others were just surprised by how tame it was. And as they enjoyed the food and drink, they all told their stories about how they had stopped their worlds from being combined.

"So that's what happened to Eon," Ben smiled. "Wish I could say that's the end of that, but I get the feeling he's gonna be back."

"Indeed," Paradox nodded. "As a time walker, he most likely saved himself at the last moment. He will likely return again, when he's found some other source of power to use against the omniverse."

"And we'll be ready for him," Ben assured them. He then turned to Flash. "And I hate to say it, but I don't think Vilgax is gone either."

"What?" Flash looked shocked. "How could he be alive? If the ship explosion didn't kill him, being in the void without its protection must have."

"Just don't be shocked if he shows up again," Ben told him. "I've thought my Vilgax was gone for good plenty of times, but he always finds a way to crawl back." Flash frowned, honestly hoping he had seen the last of the squid.

He then smiled and gave Ben a nod. "Well, if he does show up, I'll be ready." He showed Ben the Ultimatrix. "I'm not afraid to use the Ultimates when I need them. Plus, I've got the new aliens you gave me." He then smiled. "But most importantly, I've got my friends by my side." The others smiled and nodded, Ben and his team all smiling as well. "As long as we're together, nothing can stop us."

"Words to live by," Paradox nodded. "But now, I'm afraid, it's time for us to be getting back to our own dimension."

"He is right," Rook told Ben. "After all, Kai was rather worried when she learned you had gone missing."

"She was?" Ben looked rather eager, whilst the others raised an eyebrow.

"Who's Kai?" Rarity asked, as Gwendolyn giggled.

"Ben's girlfriend." That statement sent shock amongst the girls.

"She's not my girlfriend!" Ben cried, his face going red with embarrassment.

"Oh please," Gwendolyn smiled. "That's only because you can't find the guts to ask her out." She and Kevin laughed, as Rook shared a smirk.

"Come on partner," Ben told him. "Help me out here."

Rook thought about it. "I seem to remember needing to pick you up, when your bike broke down and you needed a lift to your date with her." Ben went even more red.

"It wasn't a date. We were just...hanging out."

"DATE," the three laughed as they said this together. Ben looked absolutely defeated, whilst the girls were still surprised by how wrong they had gotten things. Paradox then tapped his cane on the ground, a portal opened up behind him.

The four dimensional visitors turned to their new friends, Ben stepping over to Flash. "Well, this was fun." He held a hand out and Flash happily shook it, Rook and Gwendolyn doing the same for Shining and Trixie.

"Really fun," Flash nodded. "If you take out the whole, near universal destruction thing."

"Good luck in the future," Gwendolyn told Trixie. "I know you'll find the rest of those Medallions."

"Thanks," Trixie nodded. "And good luck with your doctorate study." Gwendolyn nodded.

"I hope we get to meet again," Rook told Shining.

"Me too," Shining nodded. "We could use someone with your fighting skills. You revonnahganders are pretty useful in a fight. Hope we get some of you when our Plumber ranks increase."

Flash heard this and had a thought, which made him smirk. "Hey, Rook." The Plumber turned to him, as he held up the Ultimatrix. "Would it be okay if I got a scan of you? With your species' physiology, I bet all the fighting skills I've been learning could come in handy."

Rook smiled at this and nodded. "Of course. Feel free to scan as much as you want." Flash smirked and sent the Ultimatrix to the yellow setting, a beam of light flying out of it and washing over him before the device beeped.

"Alien DNA sample, scanned and recognised. Revonnahgander. Unlocked and available on playlist four."

"Awesome," Flash smiled. "Thanks man."

"Hey," Ben cried, "how come you never let me scan you?"

"You never asked."

Ben huffed. "Trust me, Flash. Rook might make it look cool, but revonnahganders can be a little stickly. I mean, what are you gonna name that form? Farmer Boring Jeans? Math Man? Oh, Doctor Boring Farmer."

Flash smirked at this, as he brought up the holographic image of his new form. "How about...Furfighter." The others liked the sound of that, as the four began to head towards the portal.

Kevin was the first to walk through, giving them a finger salute before disappearing. Rook and Gwendolyn followed behind, both waving as they vanished. Ben then stepped up and glanced back. "See you around, Ultimatrix Hero."

Flash smiled, "see you around, Ben Ten." Ben nodded before stepping through the portal, the Omnitrix being the last part of him they all saw.

Paradox then walked towards the portal. "Until we meet again. And trust me, you will meet me again." Before they could ask what he meant by that, he disappeared into the light and the portal vanished. They were now all on their own, the long and insane day finally coming to a close for them.

"Well that was ominous," Shining pointed out. "What do you think he meant by that?"

"I don't know," Flash shrugged. "But whatever it means, we'll be ready. If something like this happens again, we can handle it." As he said that, Shining's phone beeped and he answered it.

"Yeah?" Shining nodded. "Got it. We're on our way." He hung up and turned to the others. "Looks like what happened hasn't kept the criminals away. Someone's trying to use the confusion of the day to rob a bank."

Flash smirked and quickly activated the Ultimatrix, finding the alien he wanted. As he did, he knew what time it was. "It's hero time!"

Author's Note

Okay, that was a fun story. Hope you guys enjoyed Flash and Ben's team-up. And what do you guys think of Flash getting a revonnahgander form? I can't wait to use him and I'd love to hear what you think of the name. You could probably come up with something better, but I like Furfighter.

Thanks to SuperSonicHeroes for being my bata reader and all you guys for commenting. The Ultimatrix Hero will return in time. But before that, we have another story to get back to.