Equestrian Omni-Hero: Destroy All Aliens

Chapters

Chapter 1
Chapter 2
Chapter 3

Chapter 1

It seemed like a peaceful night in the land of Equestria as everything seemed calm in the town known as Hoofwood. But then some officer stallions are chasing after what appears to be a high-tech mech as the ponies around are screaming and managed to get out of the way while also crushing some wagons and chariots along the way, luckily no one was harmed.

“In pursuit of an unknown vehicle in pony boulevard near pegasi avenue.” A Pegasus spoke up as they started firing arrows at the vehicle, but then it reflected them off as the cannon turned and aimed a laser beam at them, making half the group dodge. They crashed before a missile was fired, knocking them back.

Just then, the mobile base drove by while inside are Helix, his parents, Xylene, Misty, Flash, and both the Mane and Young Six. They were in pursuit of the vehicle as Helix got a better look at it. “Is that the tank Celestia told us about?” He asked the others.

“Seems about right.” Rainbow said with a shrug. “Because I never saw something that cool before!” She exclaimed with a smile.

“It's not just any tank, it's a fully automated urban assault vehicle.” Twilight told them. “At least that's what Celestia said. She mentioned that it's equipped with some strange tech, my guess is alien tech."

"That might explain why it looks so advanced yet it's out of control." Applejack mentioned before they saw the vehicle extend out its Wheels before it extended its legs out. They all washed as it started to jump off of the ground and up onto the roof of the buildings to drive along them. “Okay, you don’t see that everyday.”

The tank soon jumped off of the building as it started to fire more missiles and lasers from its Cannon. "We don't do something soon, it's going to destroy the whole town!" Flash exclaimed.

"Hold on!" Delta told them as he made the base go faster before turning a corner and cutting the tank off by hitting it on its wheels as it flipped over. The base skidded to a stop as the tank crashed into a building. They thought it was down before their eyes widened when they saw the wheels move.

The tank got its bearings and aimed at the base and fired its lasers, which Delta tried to avoid as he drove the mobile base to a tunnel, but the lasers took out one of its wheels and the mobile base stopped as the lasers from the tank started coming towards them.

“Whatever this thing is, it’s gone completely out of control!” Dust called as she and her husband armed their blasters.

"This is why you don't try to make things without the proper restraint.” Xylene mentioned before Helix opened the door with a determined and confident look.

"Which means it's hero time!" He declared before he marched forward, ready to fight the tank. But then he was pulled back into the mobile base by Twilight.

“Not on a school night. We promised Misty’s parents we had her home by 8:00 and for the students to get some proper rest.” Twilight said as the adults rushed out of the mobile base and started fighting the tank.

“Like that ever stopped us.” Gallus said with a rolled of his eyes as they watched the adults fight the tank. They seemed to be doing well until the tank started firing its lasers at them.

"Well according to my watch, it's time for an upgrade!" Helix declared before he hopped out and pressed the two buttons on his Omnitrix. The watch lit up as the hologram ring appeared and the alien icons appeared as well. He cycled through them until he stopped on the Upgrade icon and pressed the two buttons to make the core pop up. He then raised his hoof up high before slamming it down onto the corner.

His body was soon enveloped in metallic black liquid with purple circuits as he began his transformation. Soon he had transformed into a familiar purple and black Alien made of living metal with circuitry on his body. As soon as his Upgrade transformation was complete, he was about to leave forward before a magic barrier slammed against him.

“Hold up, Helix.” Smolder said as Upgrade flopped into the ground as Smolder walked up in front of them. “All it needs is a dismantling spell.”

“Upgrade.” Upgrade said before Smolder blocked him again.

“Dismantling spell.” Smolder said as Upgrade leaned back.

“Upgrade!” Upgrade yelled before he moved past her.

“Dismantling spell!” Smolder called as she slammed Upgrade with two barriers, squishing him as the others cringed.

“She’s getting good at those spells.” Silverstream commented.

“Hope taught her well.” Ocellus said.

"Okay fine, you win…" Upgrade admitted as Smolder walked past him with a smug look. She looked back at him before snapping her fingers to cancel out the two barriers. As he lowered to the ground in defeat, Smolder prepared her magic as she was about to do the spell before he suddenly stood back up. “Sych! Upgrade!” He called as he slither past Smolder while the adults were groaning on the ground when the tank overpowered them and he merged with the tank, but in doing so, he gave it multiple weapons. “Whoa! I was trying to downgrade it! Not upgrade it even more!”

"Okay, let me try a little Juryrigg to try and dismantle it now that he has control of it." Misty mentioned as she tried to activate her Omnitrix.

"I got it!" Smolder exclaimed as her paws glowed in her magic. "Mechanae discombobulus!" She called out as she casted the spell.

“Smolder! Wait! Helix is--” Sandbar tried to say, but Smolder already blasted her magic on the tank, which also zapped Upgrade as he spasm around.

“Whoa! This is not good!” Upgrade cried out in pain as the tank then got split apart as the parts fell to the ground as the adults and young group dodge the parts as Upgrade unmerges with them as he sparks up. “Whoa!” He cried out in pain from the shock before the Omnitrix timed out. "Uh…my bad?" He said nervously after seeing the many pieces of the upgraded tank everywhere.

"And that's why I was going to take it apart piece by piece instead of all at once." Misty mentioned.

“Hey at least it’s apart.” Smolder said as the young group went to the adults when Xylene moved some of the parts away from them.

“Are friends okay?” Yona asked.

“We’re fine. Yona.” Xylene assured her.

"But a few more inches and we wouldn't be." Flash mentioned.

Helix regrouped with them as they looked at the big part that nearly crushed them. “This is your fault!” Both Helix and Smolder yelled as they pointed at each other. “My fault?! How is it my fault?!”

"You're the nut-job who upgraded that assault vehicle!" Smolder told him.

"Well you're the nimrod who hit me with that dismantling spell!" Helix exclaimed back.

“Okay! Okay! Enough!” Twilight called out to them. “At least we took care of this thing and everyone’s okay.”

"Now let's get out of here before one of you breaks anything else.” Delta added jokingly as they walked back to the mobile base. However, Helix’s Omnitrix then started sparking up as rainbow colors glowed in the core while fritzing out.

Deep inside of the Omnitrix, different colored electric Sparks seem to be flowing through it as it seemed to be affecting the watch itself. The Omni-Core looked to be overloading with this strange energy before it was covered in a dark green mist. Helix seems to be flying through the city on his hoverboard he got from his adventure in space as he looked at an abandoned Hoofwood.

“Mom? Dad?” Helix asked as he flew around and tried to spot anyone. “Where is everypony?” He asked as he searched around for anyone before he saw two shadowy figures. “Dad? Mom?” he wondered before one of the figures was lit on fire and his light revealed them to be Heatblast and Swampfire while they both looked very angry.

“Heatblast? Swampfire?” Helix asked in surprise before he ducked and avoided fire blasts. “Why are you two attacking me?!” He asked in shock as he flew around and avoided the fire blasts. “Wait! You two are me!” He cried out, having seen the Omnitrix symbols on them as he flew up a building as he avoided the fire blasts.

Heatblast and Swampfire followed with their flames as they released two big firebeams, but Helix managed to avoid them, he spun in the air and landed on the roof. But then the door behind him started shaking, which got his attention as he turned and the door bust opened to reveal Fourarms, Shock Rock, and Humungousaur as all three of them roared before glaring at him.

“Fourarms?! Shock Rock!? Humungousaur!?” Helix exclaimed as the three strong aliens tried to attack, but Helix avoided them as he flew over the edge of the building. “What is this?! When the Omnitrix’s greatest hits strike back?!" He questioned before all three aliens leaped off of the building after him, but he quickly flew out of the way as they crashed.

Helix then flew over a bridge. “Or, is this another one of your tricks Misty?! Or your stupid spells, Smolder!? Because if so, this isn’t funny!” He yelled out while not seeing from under the bridge was Jetray, Stinkfly, and Big Chill.

Helix sniffed the air before he cringed in disgust as he was about to puke while covering his mouth before he felt a cold chill in the air. He turned and saw his three flying aliens flying after them as they fired their attacks on them. “Jetray, Stinkfly, and Big Chill?!” He exclaimed as he turned to an alley as the three flying aliens flew past them. “Okay, it definitely doesn’t smell or feel like a magic spell. And I know that Misty doesn’t want to be Stinkfly. He’s too gross for her.”

But the wall behind him suddenly cracked as familiar hands first through them. He quickly moved away before those hands brought down the wall and he saw Diamondhead, Krimzon, and Chromastone glaring at him. “Diamondhead, Krimzon and Chromastone?” He asked as the three diamond aliens fired at him, but Helix avoided their shots as he flew into the park.

As Helix flew into the park, a familiar four-armed monkey jumped through the trees and then grab hold of Helix’s hoverboard. “Whoa! Spidermonkey?!” He called as Spidermonkey gave monkey sounds as Helix flew around and flew straight through a tree, which caused Spidermonkey to get hit by a branch and left dangling in it before he fell to the ground. “Who else is after me?!” He questioned in exasperation.

Before a bunch of water blasts started firing at him while his hoverboard was moving out of control on its own. Helix was then dangling to his hoverboard as it started shaking as coming out of it was Upgrade and flying over him was Overflow. “Upgrade and Overflow?! I had to ask.” Helix said to himself since he asked for it.

Overflow was about to shoot him with a powerful water blast before he quickly let go of Upgrade and he took the hit. Helix started running on the ground before the ground started rumbling loudly before a familiar hand came up and surrounded him from the ground. A giant alien gave a familiar roar, one of Helix’s most powerful aliens. “Way Big. Why did it have to be Way Big?” He muttered while facehooving himself.

“Helix… Helix… Helix Watch.” Way Big muttered while Helix’s other aliens were on the ground.

“What do you want from me?!” Helix questioned with a glare.

"Your homework!" Way Big replied, which confused Helix a lot.

In reality, Helix was sleeping on his desk, out cold from the fight with the alien tank last night as Misty was next to him with a concerned look. “That is if you can’t stay awake long enough to hand it in.” His teacher, who is a light blue unicorn mare with glasses, said with a brow. “Misty, can you please wake up your cousin?”

"Okay." Misty replied before she used her magic to plug his nostrils. Which caused Helix to gasp and wake up from his sleep as he fell to the floor while his classmates laughed. “Hey, cous, you need to turn in your homework.”

Helix got up in realization. “Oh, yeah! Here you go.” He said as he took out his homework, but before the teacher could take it, the Omnitrix sparked up as it absorbed his homework.

“Turn off that blasted alien watch alarm.” The teacher ordered as Helix covered up the Omnitrix. “And where’s the homework?” She questioned as Helix looked around and saw his homework was gone.

“Uh, I could have sworn it was in my hoof a moment ago.” Helix said as he looked around on his desk.

“Well either way, you got an F on your homework." The teacher said before the bell rang. “Now don't forget that your history reports are due Monday."

"History report, what history report?" Helix questioned.

“Didn't you put it down in your planner?" Misty asked him before the teacher took his class planner and flipped through the pages.

“Next time, try using your planner for writing down class assignments instead of doodling alien heroes.” The teacher said as she showed Helix’s planner it was filled with Helix’s aliens, Manny, and his alien girlfriends.

"Some of those aren't me, they're my teammates from the summer." Helix told his teacher before she flipped through more of the pages until she found a drawing of herself with the word 'boring' next to it. "Uh, except that one." He said sheepishly as he quickly took his planner back.

“How about a detention to go with the F, Mr. Watch?” The teacher suggested as she write a detention ticket and gave it to Helix, who snatched it from her as he walked off as Misty sighed at her cousin as she followed after him.

The two of them soon were outside in the playground with the other students as Helix was mumbling under his breath. "You know, I think you were in the clear before that drawing.” Misty said to try and cheer him up. "Either way, those drawings are very great. Very detailed too."

“Yeah, but I could’ve sworn I had my homework. I just had it in my hoof.” Helix said while looking through his planner. “Things used to be much easier when it was summer. We always saved the world instead of doing reports on it and we had the others to watch our backs. I just wish Manny and the girls were here.”

"Well they're at the Plumbers Academy and maybe we'll see them again next summer." Misty told him. "We just gotta get through this school year. As for the history report, each of us is doing a report on the Founding of Equestria. I already turned mine in early, so maybe I can help you get a jump start before Monday."

“Thanks, cous. Because while I may take responsibility, I hardly even get my school work done.” Helix said while looking at his Omnitrix. “I didn’t get much sleep last night after that tank fight and that spell Smolder hit me with. That really hurts as Upgrade.”

"Yeah, you definitely were talking a lot in your sleep.” Misty mentioned. "Mostly about your aliens and them attacking you. What's up with that?"

“I don’t know. But it felt so real. It’s like I was really fighting myself.” Helix said while looking at his Omnitrix before looking away from it. “Even with summer over, weird things keep happening.”

“Well, that’s just how life is. I mean, Equestria seems weird after all.” Misty said with a shrug.

"Hey Helix!" Filly called out. "You think one of your aliens can make the merry-go-round be more exciting?!"

“Uh, I don’t know.” Helix said uncertainty. “I promise my parents I only go alien under extreme emergencies.”

“Please! Just this once!” The filly pleaded while giving puppy eyes.

Helix looked at her before he sighed. “Okay, just this once.” He said as he activated his Omnitrix.

“Yes!” The filly cheered.

Helix scrolled through his aliens and picked one before he slammed the core down and transformed into Juryrigg. "I was going for Upgrade, but this will do." He said with a shrug.

“Just try not to go overboard.” Misty advises his cousin.

“No promises.” Juryrigg said with a raspberry as he rushed up to the merry-go-round. “Fixfixfixfixfixfix!” He called as he took some parts away from the ride and then started tricking it out a bit as he went up with a smile. “Ta-da!” He cheered. All the fillies and colts let out a 'whoa' before two of them got on the merry-go-round.

“Awesome!” A colt cheered as they all ran up to the tricked-out merry-go-round and they all cheered in excitement as Juryrigg gave a smile.

“Okay, that is pretty cool. But you know your parents are gonna be disappointed you went alien.” Misty said to him.

“Hey, they won’t know.” Juryrigg said with a smile. “As soon as I time out, they won’t know a thing.”

As soon as school was over, he was still Juryrigg as he was sneaking into his room without his parents knowing. “Do you just hang out whenever you want to or something?" He questioned his Omnitrix before he heard a knock at his door.

“Helix.” Delta’s voice spoke up from the door. “We need to talk.”

“Just a sec--” Juryrigg stopped as he cleared his throat and made his voice a bit lower. “Just a second, dad.” He said as he quickly hid under his bed as the Omnitrix finally beeped as he timed out before his parents entered.

"Helix?" Dust called out before Helix popped his head out from under the bed.

“Hi, Mom. Hi, Dad.” Helix said with a nervous smile.

“What were you doing under the bed?” Dust questioned.

“I was, uh…” Helix muttered before he picked up a hat. “Looking for my favorite hat!”

"Uh huh, so it doesn't have to do with the fact that there's a tricked out Merry-Go-Round at your school?” Delta questioned with a brow.

“Uh, it was because, uh…” Helix tried to lie before he sighed in defeat. “Actually, I went Juryrigg and tricked out the merry-go-round for a kid’s request.” He said as he sat on his bed.

"Yeah, we kind of already knew since one of your teachers sent us a letter about it." Dust mentioned with a brow. "You know you're not supposed to use the Omnitrix just to please others. And we even heard that you fell asleep in class."

“I’m afraid we’re gonna have to ground you, son.” Delta said to him.

“What?! Why?!” Helix asked in shock. “I’m supposed to go fishing with my friends this weekend!” He cried.

"You spent the entire summer with your friends.” Delta told him with a sincere tone. “Missing one weekend with them won't be the end of the world. Besides, if you try to do things you want to do, you'll end up losing things you'll care about most."

Deep in space, a very large satellite was floating in space as deep within Helen was seen racing around a large rocky field while being shot at. “Eh! A little help here!” She called as she ran behind a pillar as Attea jumped up.

“I got your back, Helen!” She called as she started returning fire at whoever is shooting while ducking to avoid the shots as well.

"Heads up!" Zs'spoocy called out as she flew overhead and threw a blaster right towards Helen.

“Thanks!” Helen thanked as she and Attea started blasting together from whoever’s firing at them as they were put in a standstill. Manny and Lolaxx then jumped up as they gave a yell and landed on the spot who was firing at them as a dust cloud appeared.

“Oh, yeah! Now that’s how teamwork goes!” Manny cheered while flexing his muscles.

“Oh, very funny, Manny.” A voice spoke up while underneath Manny and Lolaxx was Pierce, who was giving a smirk. “But you forgot a little trick I can do.” He said as he shot spikes at them, which made Manny and Lolaxx jump away as he stood up. “But I must admit, you five have worked better as a team than any rookies in the academy.”

“Well, we spent an entire summer working together and fighting bad guys. So yeah, we’ve been through similar situations.” Lolaxx said with her arms crossed. "But I have to admit, it was pretty intense."

"You could at least not fire your quills at us, I always hated that." Manny asked Pierce.

“Sorry, but using our powers is our natural ability. And besides, you should adapt if similar situations happen.” Pierce said with a smile as Helen, Attea, and Zs’spoocy came to them. “Nice cover fire for your muscles. You really surprised me.”

“Thanks, brother.” Helen said with a smile before she frowned. “Though, sometimes it’s a bit hard without the rest of our friends.”

Soon an alien wearing a plumber uniform walked into the room. “Excuse me, someone is calling for you from the planet Equus." He informed the five of them. "I believe he said his name was Helix Watch."

This brought the five’s attention as they smiled and rushed out of the training room while Pierce gave a chuckle. “Oh, there they go.” He said with a chuckle.

Helen then got up to the computer phone first as the others followed as they saw Helix on the screen. “Hi, Helix!” Helen said happily.

"Hey guys, really great to see you again, you know in video chat now that I figured out how to work the communication on my Omnitrix." Helix said with a smile.

“Hey, at least you finally work it out.” Lolaxx said with a smile. “That thing is full of many features afterall.

“True enough.” Helix said with a chuckle.

“So, Helix, how’s life back on Equestria after we burned Vilgax to a crisp?” Manny asked.

"Oh it's good, but I want to know what the whole life in the academy is." Helix mentioned.“Like have any of you heard about anything about an end of the world or something? Like a life or death situation that totally needs my help."

"You got grounded by your parents, didn't you?" Attea asked with a smirk and a brow.

Helix sighed in defeat as he lowered his head. “Yeah. Because I fell asleep in class and used the Omnitrix just to entertain my classmates.” He said in defeat. “I was planning on going fishing with the others, but apparently, I won’t be going. So I figure if there’s any dire situation that can help out of this situation.”

“Sorry, man. There’s no situation in need of saving the universe.” Manny said with a shrug.

“Besides, you can’t overrule your parents.” Lolaxx advised.

"I wish you guys were still here, things are more interesting with you guys around." Helix said sadly.

“So do we, Helix. But summer can’t last forever.” Helen said with a small smile. “We all have destiny to take us where we’re needed. And we miss you and the others as well. And I’ve been spending time with my brother since we reunited.”

"But still, I wished our summer trip never ended. We're heroes, we shouldn't be separated like this." Helix said sadly.

“Helix, there’s no point in saving the universe if you lose your family and friends.” Zs’spoocy said with a sad look. “Trust me. I’ve been there.”

“Just try and give this grounded thing a chance. It will give you some time to think things through.” Helen suggested. “Don’t worry. Your parents will come around.”

“I guess.” Helix said with a sad look as his alien friends gave him sympathetic looks.

A bit later, Helix was with a ton of books as he was writing his history report. “And so, after discovering the Fire of Friendship, Clover the Clever used her magic to destroy the Windigos and freed ponykind’s leaders of each tribe and worked together in founding Equestria.” He said as he finished his report as he sighed and flopped to the floor. “Ugh, finally I’m done. Shoot me now.” He said tiredly.

Just then, Helix’s Omnitrix lit up in rainbow color and fired a beam that nearly hit Helix before his textbook and report disappeared, which made him startled as he stood up. “I didn’t mean literally!” He called as he looked at his Omnitrix. “Since when do you vaporize textbooks and report assignments?!” He questioned the Omnitrix before he realized something. “Wait, you vaporize my homework earlier and now again?! What’s going on with you?!” He questioned while looking at his Omnitrix.

"What, do you only talk when you're about to self-destruct or scan DNA?" He asked before he realized he was talking to something on his wrist. "I feel like I'm going crazy in here." He said as he then turned to a picture of him and his friends together as he looked at it as he sighs. “I really wish it was that summer again. Only wish something really interesting would just come through the window."

Just then, a diamond shard shot out from his opened window, which startled him. He looked out and saw two familiar figures out the window, it was Tetrax and Eighteight. Tetrax had his helmet put down as he was surprised to see them both. "Tetrax and Eighteight? What…what are you both doing here?" Helix asked them.

"We need to talk, Helix." Tetrax replied. "Get your hoverboard and come with us." Helix smiled brightly before he quickly put on his suit Rarity had made for him and took out his hoverboard as the three took off into the sky.

“We’ve received an urgent message from Azmuth and Zenith.” Eighteight told Helix.

“The creators of the Omnitrix? I haven’t heard from them in a while.” Helix said in surprise. “What do they want?”

"Neither of them say, only that they need to meet with you right away." Tetrax replied.

"Awesome!" Helix shouted excitedly before he frowned in realization. “Except, I'm grounded. I shouldn't even be out of the house."

“I see.” Tetrax said.

“But, if Azmuth and Zenith needed to meet me urgently, I’m sure my parents would understand.” Helix said with a smile as the three took off. The only question is, what is it that's so important that Helix must meet both Azmuth and Zenith?

Author's Note

I really hope you enjoy this first chapter of destroy all aliens. When I first saw the movie, I was amazed at the graphics of the 3D models of each character. They really nailed it with it before Omniverse came out. Let me know your thoughts of this and the movie in the comments below

Chapter 2

The three soon traveled to a forest just outside of the city before landing on the ground near a large clearing. Tetrax stepped up before he raised his hand and a circuitry in his palm glowed. Soon a laser beam came out and circled the area before his ship was unclogged and Gluto came out. "Has Azmuth and Zenith arrived while we were out getting Helix, Gluto?" Eighteight asked him.

“No signs of them.” Gluto spoke up to them.

“Odd. Azmuth and Zenith said that they and Myaxx would meet us in these coordinates.” Tetrax said in confusion.

“Wait, they’re coming here? I thought we might have to go into space to them.” Helix asked in surprise as his Omnitrix then started sparking, which he quickly covered up.

“Is there something wrong with your Omnitrix?” Eighteight questioned with a confused tone.

“It’s probably nothing.” Helix said to them while looking uneasy. “I’ll go search for Azmuth, Zenith, and Myaxx ahead to see if they’re close by.” He said as he hopped on his Hoverboard and took off.

"Helix, wait!" Textrax called out but Helix was already too far ahead.

Helix rode his hoverboard out of the woods and down the road as he let out a sigh of relief. "Boy that was a close one.” He said to himself before his Omnitrix started to glow bright. “What the… What are you doing now?!" The energy from the Omnitrix made it hard for him to stay balanced on his hoverboard as a large chariot was heading towards him.

“Whoa! Whoa!” Helix called out as he narrowly avoided the chariot, but his Omnitrix tapped the side of it as it released an energy wave all over it as he fell to the ground off his hoverboard as he stood up while rubbing his head. “Ow.” He muttered as the Omnitrix stopped glowing.

Helix then turned to the chariot as he gasped and quickly rushed towards it as he saw it crash into the tree. “Hey! Are you okay over there!?” He called out in concern but got no response before he started hearing a loud noise. He looked around before he saw a large branch piece of a tree falling down and Landing on top of him, pinning him to the ground. He struggled to get the piece of tree off of him before he saw an alien that is roughly similar to Misty’s Giantess, but it has purple and black details and with red eyes and with claws as she gave a roar.

“Wow. You look like Misty’s Giantess, but only way uglier.” Helix commented as the Evil Giantess walked towards him as Helix struggled to get free or reach his Omnitrix. “Come on! Come on!” He cried as the Evil Giantess was about to step on him, but diamond shards got her on the foot, causing her to roar in pain and stepped back.

Tetrax and Eighteight soon flew in before they helped Helix get the piece of tree off of him. "Man, am I glad to see you both again." Helix said with relief as the two looked at the giant alien.

"Where'd that To'kustar come from?" Eighteight questioned.

“And why is it attacking?” Tetrax asked next.

“Questions later. It’s time to even the odds, because it’s hero time!” Helix declared seriously as he activated the Omnitrix and switched to the Way Big icon. “Way Big hero time!” He called before he slammed the core down, but instead of Way Big, he became Jetray. "Oh come on, it is still not the time to be messing with me, watch! Oh well." He said as he was about to fly ahead, but Tetrax caught him.

“Hang on, Helix. You need to know the first rule in battle since you're the wrong alien.” Eighteight said to him. “Focus on your enemy’s weakness.”

“In the case of To’kustars, it’s the frills on the top of the heads!” Tetrax advised as he gestured to the two frills on Evil Giantess’ head.

“Right. Aim for the frills.” Jetray nodded. "Aim for the Way Bad's weak spot."

"Way Bad?" Eighteight repeated in confusion.

"Well it's better than calling it Evil Giantess." Jetray explained.

“Go! We’ll distract it!” Tetrax called as he ready his diamond blade and Eighteight ready her blasters as they fired on the Way Bad’s leg while Jetray flew up. The Way Bad glared at the two before she kicked them back while Jetray managed to fly close to the frills on our head.

"Get ready to feel the stinging defeat from Jetray!" He declared as he was about to fire all three lasers at it before the Omnitrix started beeping red to get his attention. "What, already?!" He complained before he timed out and Helix began to fall out of the sky.

Helix screamed before he managed to grab hold on one of the frills as he dangled from it. “Please recharge! Please recharge!” He pleaded to the Omnitrix, which by his wish, recharged quickly as it gave a beep. “Yes!” He cheered, but then the Omnitrix then gave another rainbow glow as the Way Bad was covered in it before she vanished, causing Helix to fall again as he screamed.

"I got you!" Eighteight called out as she caught him mid-air and carefully flew down back to the ground. "By the way, nice job destroying the To'kustar."

“Y-Yeah. I guess I did.” Helix said while looking at his Omnitrix. “I guess there’s one good thing about that trick.”

Meanwhile, the Young Six were all packed up for their fishing weekend but Silverstream had a sad look on her face. "I know his parents had to ground him and everything, but couldn't have done it next weekend?" She asked.

“Yeah.” Sandbar said in agreement. “Helix was looking forward to this trip for a while. It has been a while since we actually were together since we took down Vilgax.”

"And don't forget about that tank." Ocellus reminded them. "It feels like the universe doesn't want us to have fun together again."

“Yona misses Watch.” Yona said sadly.

“I do feel kinda bad that I zapped him with my dismantling spell.” Smolder said with a guilt expression. “I’m kinda surprised that he survived that and I’m surprised the Omnitrix is still in one piece from that blast.”

"Not exactly comforting there, but I guess that's how dragons roll." Gallus said with a shrug before Cozy walked in with a new mane look.

"Everyone ready to go?" She asked before she noticed the glum looks on their faces. “Did I walk into a funeral or something?"

“Cozy, I don’t know if we’re in the mood to even go.” Sandbar said to her.

“What? Why not? Headmare Twilight and the teachers have been planning this for weeks.” Cozy said to them.

"Yeah, with Helix coming with us before he got grounded." Smolder retorted with an eye roll.

"Oh, you miss him don't you?" Cozy asked rhetorically. "But hey, but that cool watch of his, it is kind of hard not to miss him."

“Cozy, the Omnitrix sometimes does not work in his favor.” Gallus said with a brow. “Sometimes it has a mind of its own when it gives him the wrong aliens.”

“Not to mention it’s just a gadget. But Helix sees us as his team and closest friends when we helped him along last summer.” Ocellus pointed out.

“And he really missed us.” Silverstream added with a sad look. “Last night, he was overjoyed to see us even if it was one night. And he really missed his alien friends like we do when they went up into space to the Plumbers Academy.”

"Okay I get, I mean you guys spent a whole summer with them and I only got to know them for a few weeks." Cozy told them. "But hey, if we didn't meet that summer day, I would still be in Tartarus."

“Well, good for you. But for Helix, he really missed us.” Smolder said with her arms crossed before Twilight came in with Spike.

"Kids, is Helix here with all of you?" She questioned them.

The Young Six gave all sad looks as Gallus spoke up. “If you haven’t heard, he’s not coming, Headmare Twilight.” He said with his arms crossed.

“What? He isn’t?” Spike asked in surprise, as was Twilight.

“His parents grounded him just because he used the Omnitrix at his school.” Ocellus explained. “So, he couldn’t come with us.”

"Well it's a funny thing about that, we just got a letter from his parents and they said he's gone." Twilight told them which really surprised them. "They found a Diamondhead shard in his room and both his hoverboard and suit Rarity made for him are missing."

“Wait, you mean he just left, just like that?” Cozy asked in surprise.

“Yes. We thought he might’ve sneaked out with you seven to join us.” Twilight said to them.

"But he's not here, we swear." Gallus told her. "You don't think something bad happened to him?"

"Well, we're heading to Hoofwood to find him, all of us." Twilight told them. "That means you too, Cozy."

“Well, okay.” Cozy said with a shrug. “Something tells me that colt wouldn’t have gone too far.”

“Cozy, this is Helix.” Smolder said with a brow. “When things happen, he always goes too far.”

Tetrax, Eighteight, and Helix returned to his ship with Gluto outside with them as he was informed what happened earlier. "It could be possible that this To'kustar is linked to their delay." Gluto theorized.

"If so, we should contact your parents." Tetrax told Helix.

“No! I don’t think they would even understand.” Helix said with a serious tone. “We’ll search for Azmuth, Zenith, and Myaxx ourselves. Might even have to get my friends from the Plumber Academy, to help search the whole galaxy if we have to. However long it takes."

“This wouldn’t have to do with you being grounded, would it?” Eighteight questioned as they walked up to the ship.

"Uh, did I really say I was grounded before?" Helix asked sheepishly as he followed them in. "I totally meant grounded in reality, you know, like a real hero." He said as they went inside the ship.

They then entered the cockpit as Gluto went up to the controls as Tetrax lifted Helix’s hoof with the Omnitrix up. “We need to make the final preparations.” He said as he was about to place his finger on the Omnitrix.

“I told you, the Omnitrix is fine.” Helix assured them as he pulled his hoof back.

“Relax, this is going to be for your own protection." Eighteight assured him. "After all, once we get your friends from the academy, it's going to be a long journey ahead of us."

This made Helix interested in the idea as he raised the Omnitrix up. “Well, when you put it that way.” He said with a smile. “Go ahead.”

Tetrax then placed his finger on the Omnitrix, with the tip of it starting glowing as the Omnitrix glowed a bit before he stopped. “There. We’ll explain the new settings when we leave orbit.” He said as he and Eighteight took their position as Helix looked at the Omnitrix as it glowed tan peach a bit before it beeped green.

Gluto started up the engines as Helix smiled brightly. The ship then started taking off as it started leaving Eqiunn’s orbit as Helix looked at the monitors as he saw them leaving his home planet. “Well, this brings back memories. Saving the universe, reuniting with old friends, working as one, with no teachers, no grounding, and no more being separated from my friends again!” He cheered in pure joy before it was short-lived when the entire ship started to shake. "What's going on?!"

"We've been hit by something on the planet below?" Gluto responded with confusion before a big hole was burst through the side of the ship.

Helix held onto the chair when he was being blown in, but he didn’t held on tight as he lost his grip and flew to the hole. “HELIX!” Both Tetrax and Eighteight called as they tried to grab him, but Helix already went through the hole.

“TETRAX! EIGHTEIGHT!” Helix cried as he was falling back to Equinn below from orbit.

In the sky, Helix kept falling as he tried to activate the Omnitrix, but was having trouble doing so. “Come on! Come one! Work, you stupid useless piece of junk!” He called as he kept hitting the watch while he was falling from the sky. He was getting too close to the ground before the Omnitrix finally activated and he transformed just before hitting the ground. "Ow." He groaned from inside a large crater he made before Gravattack climbed out.

“Well, I did say I wanted to get away from it all.” He mentioned before he noticed the sun coming up. "Now where the heck did I land?" He asked himself while looking around at his surroundings.

In Equestria, the group are in the mobile base with Dust, Delta, and Xylene as Smolder was in a meditating position while her eyes were glowing. "Anything yet?" Misty asked her.

“No. I can’t seem to pick up Helix with the locating spell.” Smolder said with a concerned frown. “This is the last place I could pick up any trace of his energy.”

“Let’s check it out.” Delta said firmly as they parked at the spot Helix, Tetrax and Eighteight fought the Way Bad. They went out and inspected the area and saw broken trees with diamond shards and scorch marks. “Looks like there was some kind of battle here.”

“An alien battle. Helix must’ve gone Diamondhead and fought them off.” Twilight theorized before they saw the crashed chariot up ahead. "And he might have been protecting someone in the process."

"Wait, look at the ground." Cozy told the group as she noticed something off. "There's no wheel tracks here. Isn't it odd that there's a crashed chariot here but no tracks left behind?"

“Cozy is correct. I don’t believe this is a truck.” Xylene said with a suspicious tone as she used her powers on it, which caused the chariot to glow as it revealed to be a robotic head piece of Vilgax’s old drone with thrusters on the side. “A holographic cloak.”

"Hey wait a minute, haven't we seen that spaceship before?" Sandbar asked before a bright light nearly blinded them from above as the wind started to pick up. They looked up and saw another familiar ship Landing in front of them. "And that one too!"

"Yeah, that's Tetrax's ship!" Applejack exclaimed before the cargo bay opened up and the three passengers walked out.

“We need to talk.” Eighteight said seriously.

Somewhere with Gravattack, he is still walking down the path just as the Omnitrix started beeping, but instead of red, it was beeping a peach color. “Finally, I can get a ride without freaking out the driver and passengers.” He said as he was caught in a bright green flash, but instead of his normal pony form, he transformed into Shock Rock, which got him by surprise by his form. “Hey. Why didn’t I turn back?” He questioned as he tapped the Omnitrix, but nothing happened.

He let out an annoyed groan before he continued on. So far he only saw open fields until he saw some sort of rock formation up ahead. "Whoa. Cool." He said as he walked up to the rock formation and gently placed his hand on it. “Did I just travel back in time?”

Then a bright blue flash appeared behind him, which got Shock Rock’s attention as he turned and saw a blue Upgrade behind him. “No. But you are running out of time.” It spoke with a dark female voice.

"Who are you, a blue Upgrade?" Shock Rock asked before she finished in a flash of electric blue light. The same bright blue flash happened behind them before you turned around and this Upgrade had morphed her right arm into a blaster as it was aimed at his face.

"I'm the one asking questions around here, Enformani!" She told him with a threatening tone. "I'm looking for an alien."

“Have you try looking in the mirror?” Shock Rock quipped before the Upgrade powered up her blaster.

“Silence!” She yelled before Shock Rock swatted the blaster, which caused her to miss her shot. Shock Rock was about to deliver a punch, but the female Upgrade teleported away, which shocked Shock Rock before she appeared above him and formed a big platform on her foot and slammed it down on Shock Rock.

He then used his power to blast her off before she teleported away again. "No fair that you can teleport!" He called out before she teleported a few feet behind him as her arms morphed into panels to push him right into the rock formation. He nearly knocked it down as it nearly fell on him before he quickly caught it and generally put it back into place. "Hey, be more careful around here! You nearly wrecked an ancient Equestrian artifact!" He told the blue Upgrade before he formed a hammer with his energy and tried to swat at her, but she teleported away again to dodge it.

The blue Upgrade then appeared on the rock formation. “Equestrian artifact? Don’t you recognize the Galvan practical joke when you see one?” She questioned while gesturing to the rock formation. Shock Rock raised a brow in Surprise by this information before he attempted to blast her, but she teleported away and reappeared just to wrap her arm around and aimed the blaster at him again. "Now where is your giant alien girlfriend?!"

"What giant alien girlfriend?!" Shock Rock questioned as he grabbed hold of the blue Upgrade and tossed her to the rock formation, which she hit with a splat as she fell in a puddle on the ground. But then she got up and formed her body into some sort of armor as Shock Rock looked in shock.

It almost looks similar to what Ocellus wears when they fought together, except it looked more menacing and more advanced. "Don't play dumb with me, I know how your species are, Enformani!" She told him before she lifted up her left arm to pull up a holographic screen of him. "My tracker led me straight to you! Now answer me: Where is she?!" She demanded as she aimed both her blasters at Shock Rock.

“She’s… right behind you!” Shock Rock called as he pointed behind her, which caused the Blue Upgrade to fire behind her, but saw that she was firing at nothing as a couple of birds flew by before Shock Rock formed another hammer and whacked her up high in the air before she flew off into the distance. “Can’t believe she fell for it. Oldest tricks in the book.” He said to himself. "How gullible can she be?"

She then teleported back as he should have expected that from the other times. "I'm not done with you!" She shouted before firing a couple of missiles at him. Shock Rock managed to grab the missiles, but he was sent flying past the rock formation and flew up into the air.

Shock Rock managed to move the missiles around, which made him change courses as he gave an idea and flew ahead back to the Blue Upgrade as she flew after him and fired more missiles, which he dodges as he growled and launch the missiles at her’s, which explode on impact as the Blue Upgrade circle around.

“You can’t escape me without your ship!” She yelled as Shock Rock appeared as he tackled her as the two fought in the air before they crashed into the ground with Shock Rock on top of her.

“You shut down Tetrax and Eighteight’s ship?!” Shock Rock asked in shock as he gave her a glare. “Did you shoot down Azmuth, Myaxx and Zenith’s ship too?!” She questioned before the Blue Upgrade fired a beam at him, which sent Shock Rock flying before he crashed into the ground as he saw the Blue Upgrade flying towards him.

"Zenith?! What do you know about Zenith?!" She questioned, sounding very angry before she started rapid-firing at him.

Shock Rock ran off to avoid the lasers as he went onto the rock formation and avoided more shots as he then sent an electrical charge at Blue Upgrade. But she dodged it as Shock Rock managed to grab her and knocked her down, but just when he was about to hit her again, Blue Upgrade whacked him back.

“Talk or perish!” She yelled as he charged at Shock Rock with her blaster raised, but Shock Rock was unfazed by it as he grabbed her face.

“Is that like truth or dare?" He asked before he slammed her into the ground a couple of times before throwing her across the field. Blue Upgrade got up and flew at him again, but Shock Rock formed an electric bat. “Batter up!” He called as he whacked Blue Upgrade far from him.

“Boy, she doesn’t know when to quit.” Shock Rock said while dusting his hands as his Omnitrix started beeping again, much to his relief. “Finally! I can blend in with the other ponies before she teleports back!” He cheered as he was engulfed in a flash, but he transformed into Goop, much to his displeasure. "Oh man…" He groaned before he started walking away. He didn't get far as she teleported in front of him with her blasters aimed at him. Only she was baffled to see Goop instead of Shock Rock as she looked around for him while Goop quietly snuck away from her.

But Blue Upgrade teleported behind him as Goop slammed into her chest. “Where’d the Enformani go?” She asked.

“Big guy, wears stone armor, electric blue body?” Goop questioned as he was morphing his body to make just what he was describing before reverting back while acting dumb with a shrug. “Never seen him before.”

She didn't buy it however as she aimed her blasters at him. "Then I guess I'm going to have to interrogate you instead, back on my planet!" She told him before he dodged her blast and quickly tackled her.

Then they teleported away while leaving the stone structures behind.

The two soon reappeared in front of a giant statue of a pegasus with its wings out as they both landed on the ground. "This is your planet? Kind of feels like the one you were just on." Goop mentioned as he looked around.

“No! You’re tempering must’ve caused my suit to malfunction!” Blue Upgrade called as she then fired at Goop’s gravity projector, which caused him to splat on the puddle.

“W-What happened?! I can’t move!” Goop called as he was unable to move his body or formed his shape.

“I disabled your gravity projector, Polymorph." She told him as she walked up to him. “Now tell me, how many more aliens are involved in this?"

"Involved in what?!"

"Are you sure that's the way you want to play it?" She questioned as she morphed her arm into a blaster. "Your Enformani friend all but admitted that he Zenith, along with her associates Azmuth and Myaxx."

“You’re looking for them too?” Goop asked in surprise. “Maybe I can help you find them.”

“I'm sorry, but you're a little late for that." She told him before she grabbed his gravity protector and teleported away with him.

They then appeared in a desert as they landed on the mountain as Blue Upgrade looked around. “This isn’t my planet!” She called out in irritation.

"Wait, don't tell me, it's another Galvan practical joke." Goop said to get her attention.

"Don't be ridiculous." She told him before gesturing to the pyramid they were on. "Look at the angles on this, this is clearly Tetramand workmanship."

"Okay, that's it, I'm done listening to my history teacher." Goop said to himself as the Omnitrix beeped and he suddenly switched to Big Chill. He then fired an ice breath, which froze Blue Upgrade’s face.

Blue Upgrade let go of Big Chill as he tried to get the ice off, but Big Chill fired more ice at him and froze him in place as he struggled to break free. “Another alien?! So you’re all tracking now, is that it?!” She questioned.

“Don’t flatter yourself. I’m the same alien.” Big Chill said to him while looking at himself. “Actually, I can transform into all kinds of them.”

“Do you think I’m stupid?!” Blue Upgrade questioned in rage.

"Little bit." He replied before dodging some fire when she got her arm free. Blue Upgrade then fired her thrusters, which broke free from her ice prison as she flew after Big Chill around the pyramids.

“I will get the truth if I have to hunt down every last alien on this planet!” She yelled as she flew after Big Chill as they flew up and knocked Big Chill down as she tackled him to the pyramid before they teleported away.

They then teleported back to Hoofwood in the middle of town. “Why am I back in this wretched place?!” Blue Upgrade called as she and Big Chill fought in the air.

"Whoa, that's some bug zapper you got there!" Big Chill joked before he turned intangible to fly through a building.

“You cannot escape me, Necrofriggian!” Blue Upgrade yelled as she charged through the buildings.

Back with the others, they listen to every word the three aliens had to say as they were told everything that happened up to this point. "By the time Gluto was able to stabilize the ship, there was no sign of Helix." Tetrax told them.

"We were just lucky enough to make it back here before we lost power." Gluto added.

“So you three just abandoned him?!” Delta questioned with a look as he and Dust glared at them.

“He volunteered.” Eighteight said to them. “In fact, he was eager to leave Equinn and reunite with his friends at the Plumber Academy before we began our journey.”

“He was grounded!” Dust yelled out.

“As in confined to quarters?” Tetrax asked as he, Eighteight, and Gluto gave a surprise look.

“Why, what did he tell you three?” Delta questioned.

“I bet it has something to do to get out of doing homework.” Cozy said with a shrug.

“No, Cozy.” Dust said with a frown. “It’s more than that. He said he wished that summer never ended and that he didn’t want to be separated by his friends.”

“Well, what did you expect him to do?” Misty questioned her aunt and uncle, which caused the group to turn to her. “Helix made a ton of friends during the summer and did so much good for the universe, but after summer ended and we all went our separate ways, Helix felt out of place and missed his team and friends to be by his side.” She said before adding something else. “Having fun activities with them like going fishing is what makes him happy, but since you two ground him because he only used the Omnitrix once at school, that really made him feel sad. I was there when he was going through tough times.”

“Yeah, you two really hurt Helix for trying to keep him away from us since we’re his friends.” Gallus said with a look. “The Omnitrix may be a tool, but it’s also a part of who he is, and you asking him to not use it is like not being a part of who he is, like Pegasi can’t fly.” He added as Dust and Delta looked down in guilt as they hadn't realized how they hurt Helix feelings.

"And there's one more thing now that you've mentioned the Omnitrix." Eighteight spoke up sheepishly.

"You see, before we were taking off, I may have altered his Omnitrix to prevent Helix from turning back into his equine form." Tetrax told them with his back turned to them as they were surprised by this information.

“And he let you do that?!” Flash questioned in shock.

“We never told him the feature.” Eighteight said in defense. “It was for his own protection to keep him out of danger as long as he doesn’t transform back. And the Omnitrix wouldn’t be damaged as long as it is not in its default form.”

"So now Helix is lost in the world, stuck in his alien forms, and we don't even know where he is." Spike listed out.

"No, but I bet Azmuth and Zenith might." Ocellus mentioned as she looked back at the other ship.

“The inventors of the Omnitrix.” Twilight said with a smile.

“That is their ship.” Silverstream said with a smile.

“So, Azmuth, Zenith, and Myaxx did make it here.” Tetrax said in surprise as the group walked up to the ship. “Then what happened to them?”

“Maybe we’ll find the answer inside.” Applejack spoke up.

"Let's hope so." Dust said with a worried tone as none of them noticed a big hole on the top of the ship.

Back in the city, Big Chill continued to fly away from the blue Upgrade as she continued firing at him. "You need to chill, someone could get hurt!" He called out while dodging some blasts.

Blue Upgrade then changes her blaster and aims it at Big Chill. “Time to ground this month.” She said before she fired a fire beam at Big Chill, who tried to avoid it.

“All things considered… whoa!” Big Chill called as he tried to avoid the flames. “I’d rather be grounded by my parents!” He called as he kept avoiding the fire beam before he was hit in the wings. “Whoa! Can’t fly with fire wings!” He cried before he crashed into a building as the Blue Upgrade flew in front of the crash site.

She was then blinded by a green light before flames burst from the hole Big Chill crashed through before Swampfire emerged from the building and used some plants to swat at Blue Upgrade before he was lifted up to the top of the building as he looked down.

“Feeling swampy for ya?” Swampfire quipped.

“A Methanosian?!” Blue Upgrade questioned in shock. “How many aliens are on this planet?!” She questioned in irritation.

“Enough to kick your butt.” Swampfire said as he fired a fire beam at Blue Upgrade, but she dodged as she flew up to him and fired a water beam before turning it into a freeze ray.

“Then I’ll just have to freeze your butt!” She retorted as Swampfire was frozen from the neck down. Blue Upgrade prepared a claw before Swampfire began to fall, but she grabbed him in her claw as she flew to another building and held him in front of her. “Now that I have your uninvited attention, tell me where I can find your To’kustar boss!” She demanded.

"My what now?" He asked before she extended the claw out on the edge as he saw it was a long drop.

"The giant alien that attacked this place you call Hoofwood." She explained.

"Wait, you mean that purple Way Bad?" Swampfire asked before she put him upside down.

"I knew it, you do know her!” She shouted. "Now tell me where she is!"

“I don’t know!” Swampfire called in fear. “I was fighting her in the woods and she just disappeared into thin air!” He stated before he was nearly dropped before he was caught again.

“To’kustars don’t just disappear!” Blue Upgrade yelled before the Omnitrix flashed, which made her cover her eyes before she saw Swampfire was gone as she looked around for him.

What she didn’t see was that Helix transformed into Greymatter as he snuck around the armor and quietly ran off as he ran as fast as his tiny legs could go and away from the Blue Upgrade while she was distracted. He soon started to run away from her as soon as he made it to the ground and started to make his way to the one place he knew would be safe from her.

The group then entered the robotic head ship as they entered what appears to be a command center of some kind. “Wow, Zenith and Azmuth really made this head bigger on the inside.” Rainbow said in surprise while seeing parts of the command center broken from the crash.

They heard a bit of groaning before they saw Myaxx on the ground. "Myaxx!" The Young Ones called out as they quickly went over to her.

"So that's Myaxx?" Spike asked them. “She almost looks like Vilgax."

“Except as a female and no muscle expansions on her arms.” Fluttershy said in surprise.

“Huh, no wonder Helix got confused with her and Vilgax.” Pinkie said with a shrug.

Myaxx groaned as she came to as her eyes were a bit blurry before she saw them. “K-kids?” She asked slowly as she stood up. “Is that you?”

"Yeah, it's us." Sandbar said as they carefully helped her up. “What happened in here?"

“Azmuth, Zenith, and I were rendezvousing with Helix, Tetrax and Eighteight to our coordinates, but then suddenly a bright flash hit us and we crashed.” Myaxx said as she rubbed her head. “I was out for a while so I don’t know what happened.”

"Hey, I found Azmuth over here but he's out cold." Eighteight called out as she picked up the knocked out Galvan. "Now where's Zenith?"

“Don't know about her, but I found something over here.” Delta spoke up as he picked up some sort of small blaster. "A vanpartiblan sonic disruptor, which could easily blast a hole in a ship in a suborbit."

“Your point?” Tetrax asked.

“Maybe your ship’s ‘malfunction’ is no accident.” Delta finished while holding the device.

“Wait a minute, you think we shot down their ship?” Myaxx questioned with a glare. “That blaster can only shoot a small beam into orbit since it was made for Galvans. For their ship’s that size is impossible to even damage it! And why would you think we would shoot down one of our allies?!” She questioned with a glare.

"Not saying it was, but it was probably someone else, probably the one who knocked you out." Delta theorized.

“Hey, Myaxx, you think you can shine some light into this?” Misty asked as she gestured to the monitor as the group walked up as they saw Helix’s Omnitrix with Helix’s picture of him and his alien forms.

“Oh, that. Azmuth, Zenith, and I were tracking a malfunction with Helix’s Omnitrix.” Myaxx explained. “It’s the true purpose we’re here.”

"What did Helix do to it this time?" Twilight asked her.

"Nothing, for the first time." Myaxx replied. “We picked up a strange signal halfway across the Galaxy emanating from his Omnitrix, it's filled with an energy source that only belongs to one race of species, a species the Omnitrix can't get a DNA of because it's all energy based."

“Wait, so some sort of energy went into Helix’s Omnitrix?” Smolder asked with a concerned look.

“Yeah. We don’t know what’s really happening to it, but we came here to get Helix’s Omnitrix defrag before things could get any worse with it.” Myaxx said to them. “Have any of you noticed something strange with his Omnitrix lately before we arrived?”

"Well, in class today, Helix was about to hand in his homework before the Omnitrix started beeping and then his homework just disappeared." Misty told her.

"Hey, I think I found a ship's log in here." Gluto spoke up before he pulled up a video feed of Azmuth, Zenith, and Myaxx.

“Hey, that’s when we first landed in Equinn.” Myaxx said as she looked at the video.

Zenith then typed into the console as the holographic of Helix’s Omnitrix appeared. “Target acquired.” She said before nodding to Azmuth and Myaxx.

“Time to blend in with the locals.” Azmuth said as he activated a cloaking field that disguises their ship as a chariot.

“Are you sure they’ll come?” Myaxx asked. “Because we haven’t seen them for some time.”

“I have known Helix since my time with him, and when things get serious, he steps in and meets us there.” Azmuth explained to her. “And I don’t think he knows what’s really happening to his Omnitrix. So we must fix that problem before we have another self-destruct episode.”

"Either way, he's about to show up." Zenith told them. "I'll take point." She then moved her chair to the front of the ship before a bright light was coming right towards them. "Oh no!" She called as she tried to move around it, but the bright flash impacted the ship as rainbow energy surrounds the ship. Zenith yelled as the ship was out of control before the ship crashed into a tree as a bright green flash appeared briefly.

The video feed then turned to the front of the ship with the glass sort of cracked before hearing some sort of noise outside. Then the purple To'kustar from before rose up before letting out a roar and stepping forward before the video went dead as the group watched in shock.

“What on earth was that?!” Rarity asked in shock.

"That almost looked like my Way Big, but way more menacing." Misty mentioned with a concerned tone.

“That was the To’kustar that Helix and us fought!” Eighteight called in realization.

“You didn’t tell us you fought a To’kustar!” Dust yelled as she and Delta glared at them.

“It didn’t seem relevant at the time.” Tetrax said in defense.

“We decide what’s relevant! What else you two aren’t telling us?! We want answers!” Delta demanded.

“Enough!” Xylene yelled as she pushed the two groups away. “We’re all worried about Helix, but fighting among ourselves won’t do any good! So cool it or I’ll levitate you up to stop!”

"She's right, and besides, we all have questions that need answering." Twilight pointed out.

"I couldn't agree more!" An unfamiliar voice spoke up before they all saw a Blue Upgrade appearing in the room.

"Who are you?" Cozy asked before the Blue Upgrade morphed her left arm into a blaster and fired at the roof. “Whoa!” She yelped as she backed away a bit as Ocellus brought out her armor as a precaution.

“Blue Upgrade is scary.” Yona said frighteningly.

"Maybe she knows where Zenith is." Fluttershy mentioned fearfully.

"Zenith is dead!" The Blue Upgrade shouted with rage.

“What?!” Myaxx asked as they all looked in shock. “No!” She denied.

“How?!” Twilight asked.

“I think you know already how.” Blue Upgrade growled as she projected Zenith in her chair as the ship was rocking before the video glitched and it showed the way bad stepping forward before the video went dead. "Now where is the alien you call Way Bad?!"

“But, we don’t know where it is.” Misty said to her before Blue Upgrade fired another blast on the roof.

“Don’t lie!” She yelled before she showed her arm to view a tracker screen of the Omnitrix symbol. “I have tracked it across the galaxy and around this planet! She will pay for her crimes! Now bring her to me or perish!” She demanded as she blasted at them, but Smolder and Twilight formed a shield and blocked her shots.

Ocellus and Eighteight quickly pulled out their blasters and started firing back, but the Blue Upgrade stretched to avoid each blast. Tetrax then stepped forward and threw some diamond boomerangs that pinned her to the wall as she struggled to break free.

"All right, look pal, we don't know who you are but you're not going anywhere until you tell us where our son is!" Dust demanded when she walked up to it with a glare on her face.

"I don't know who that is!" The Blue Upgrade responded.

“You seemed to know his symbol!” Dust yelled as she pressed on the tracker again to reveal the Omnitrix symbol.

“Tell me more about this symbol. What does it mean? Some kind of alien hit squad?” Blue Upgrade questioned.

"You're in no position to ask questions!” Flash told her with a glare.

“Neither are you, Equestrian." The Blue Upgrade replied before the lights inside the ship blurred red.

“Self-destruct activated.” The computer said, much to Myaxx’s horror.

“You activated the ship’s self-destruct sequence!? Are you mad?!” Myaxx questioned.

“She's probably bluffing!" Rainbow called out before the Blue Upgrade teleported away. The ship started beeping very quickly before it gave off a huge explosion, but Smolder and Twilight created a shield around them that protected them from the explosion.

“I don’t think he was bluffing.” Fluttershy said nervously as Azmuth came to.

“Ugh, my head.” Azmuth groaned as he rubbed his head. “Wait, where’s the ship?” He asked before he saw the Equestrians. “Kids? Equestrians?” He asked in surprise.

"Glad you're okay, Azmuth." Silverstream said it with a smile before a concerned look on her face appeared. "But I don't think Helix is with that Blue Upgrade hunting him down."

“We gotta find him before he’s nothing but scorch marks!” Pinkie exclaimed in panic.

"Smolder, try using that tracking spell again and see if you can get a lock on him.” Cozy suggested.

“I can try.” Smolder said as she closed her eyes and clutched her head as she focused her magic. “That’s odd. Now Helix’s close. Real close.” She said as she opened her eyes as they started glowing.

“Well, where is he?” Delta asked as he and Dust were desperate.

“Take a wild guess.” Smolder said with a smile.

Author's Note

If you're curious as to which way bad we're using for this, it's this one:

And I've been using the reboot Upgrade because I like how the design looks of it from the start and everything.

Chapter 3

With Greymatter, he was running as fast as he could until he saw his house. “Oh, I never thought I’d be glad to see this place again.” He said in huge relief as he rushed to the door. “Gotta get to my parents! They’ll know how to turn me into a pony again, I hope.” He said as he started climbing up the door and to the nob as he tried to turn it.

But then a flower suddenly turned to him and fired a laser at him. This caused him to drop down from the door knob and fall to the ground. “Whoa!” He yelped as he avoided the lasers. “Oh, great. The security system! Detects aliens outside the home! And I’m one!” He cried as he avoided more of the lasers that came out from the hiding places. “I should’ve learned the security override to this thing!” He cried out before the Omnitrix beeped and he transformed into Krimzon. "Bad timing, I really needed those brains!” He cried as the lasers were about to fire at him.

“Plumber override, R-D 2!” A familiar voice yelled out as the security systems deactivated and retracted back to their positions as Krimzon turned and saw his parents behind him. “You should really learn the security codes, son. The security system didn’t have time to recognize all your aliens yet.” Delta said with a chuckle.

“Mom! Dad!” Krimzon cheered in relief as he hugged his parents, who cringed in pain.

“Ow!” Dust yelped in pain. “Watch the shards, son.” She said with a forced smile, relieved that their son is okay, but his current form he’s in is painful.

Krimzon turned and saw the others exiting the mobile base. “Guys! Boy, am I glad to see you all!” He said in huge relief as he broke the hug and gave a look to both Tetrax and Eighteight. “Why didn't you two tell me the feature you gave me would prevent me from turning back into a pony!?”

"Why didn't you tell us the truth?!" Eighteight questioned him back. “Grounded in reality, can't believe we fell for it."

“Hey, all I wanted was to go on an adventure and reunite with some old friends! I haven’t had a good time lately you know!” Krimzon said in defense. “Even if I told the truth, you two wouldn’t have taken me!”

"Either way, you should have told us the truth." Textrax told him before he held up his finger as the end of it glowed. He then pressed it against the Omnitrix symbol on his chest as it glowed. “There, as soon as you time out you'll be back to normal."

“And once that happens, Azmuth and Myaxx will fix your Omnitrix and we’re gonna have a talk, son.” Dust said firmly.

“I’m innocent!” Krimzon exclaimed as he turned to his parents before he realized something. “Wait, what's wrong with the Omnitrix?”

"No one is innocent!" A familiar rage full voice shouted before tether latched on to his waist and he was pulled over to the Blue Upgrade.

“Helix!” Azmuth called as the Blue Upgrade aimed at them with her blaster.

“Stay back, Equestrians!” Blue Upgrade ordered as he blasted Dust and Delta back as they crashed into the mobile base.

“Dust! Delta!” Xylene cried as she and the others rushed to him in concern while Tetrax, Myaxx, and Eighteight ready themselves and face the Blue Upgrade. But then the Omnitrix finally beeped red as Krimzon timed out and he transformed back into Helix which surprised her.

"You're an equine?" She asked in confusion.

“Duh! I’ve been trying to tell you that! But that feature prevented me from turning back from even proving it!” Helix called as the Blue Upgrade lifted him up by the latch.

“Then explain your connection to this alien hit squad!” Blue Upgrade demanded.

"Only after you explain your connection to Zenith!" Helix demanded back before the Omnitrix was sparking with the same energy as before.

"Helix, what's going on with your Omnitrix?” Twilight asked with concern as they saw the sparks coming off of it.

“I don’t know! It’s been doing that all day and night!” Helix calls in confusion before Smolder realizes something.

“I think I might.” Smolder said as she, the rest of the Young Six, Spike, Cozy, Tetrax, Eighteight, Misty, and Azmuth rushed to Helix. Just when they were about to reach them, the Omnitrix glowed too bright in a rainbow color as it blinded the others. When it finally died down, they saw the others were gone on all that's left was the completed Omnitrix on the ground.

“Kids!” Twilight cried out.

“What happened to them?!” Delta exclaimed while looking at Myaxx.

Myaxx said nothing as she walked up to Helix’s Omnitrix and picked it up as she looked in shock. “So that’s what the Omnitrix has been doing.” She muttered.

“Been doing what?!” Dust questioned. “Tell us where the children and their friends are! Where is our son!?!”

“Well, they're… inside the Omnitrix.” Myaxx exclaimed while pointing to the Omnitrix as the group looked in shock.

Then somewhere, Hoofwood was in the daytime while the entire city was abandoned before a bright flash appeared and Misty, Tetrax, Eighteight, Cozy, Spike, and the Young Six appeared from it before they were looking around in confusion. “Hello?! Helix?! Anypony?! Ocellus called as they looked around.

“We’re not Equinn experts, but shouldn’t there be creatures around?” Eighteight questioned in confusion.

“Hello?! Any creature here?!” Cozy called out as her echo was heard before a holographic screen appeared between them.

“Environment: Equinn. Primary intelligent species: Equestrians.” An A.I. voices spoke up as they looked surprised.

“Why do I get the feeling we’re not in Equestria or Hoofwood anymore?” Gallus questioned uneasily.

"Because we're not." Smolder said with a concerned tone.

Meanwhile, Helix, Azmuth, and the Blue Upgrade appeared on a planet that seemed to be made out of diamonds. “Oh dear, this is worse than I thought." Azmuth said to himself with a worried tone.

"Where'd you take me/us?!" Helix and the Blue Upgrade questioned as they pointed at each other. "You think I brought you here?!"

“Doesn’t matter! We’re getting out of here!” Helix said as he reached for his wrist.

“Uh, Helix.” Azmuth started, but Helix saw that his Omnitrix was gone.

“My watch!” Helix cried out before he glared at Blue Upgrade. “What have you done with it?!”

“Nothing. What’s so special about that watch?” Blue Upgrade questioned with her arms crossed.

“It’s called the Omnitrix!” Helix pointed out. “Azmuth and Zenith created it so I could turn into all those aliens!” He added, which made him and Azmuth get tugged by Blue Upgrade as she held them.

“Does one of those aliens include a To’kustar?!” She questioned as she ready her blaster.

“Wait, you think I’m the Way Bad you’ve been looking for?!” Helix questioned.

“Virtually, every alien species I’ve encountered on your planet has been you.” She said while placing her blaster in Helix’s face.

"Okay one, the Way Bad you're looking for is a female and I'm a colt and two…" Helix said before he felt a cold chill in the air. He then noticed something coming their way as he had a concerned look on his face. “Not every alien species…"

"Warning, DNA protocol error." An AI voice spoke out before they saw hundreds of Big Chills flying towards them.

“Necrofriggians!” Blue Upgrade said in shock.

“Whoa, that’s a lot of Big Chills.” Helix said.

“Might I suggest we run.” Azmuth suggested as Blue Upgrade armored up and took off, dragging Helix with her as Azmuth held onto his tail. The Big Chills kept flying after them as Blue Upgrade then started firing at the cold aliens. “Stop! You’re only making them more angry!”

Soon enough, as Blue Upgrade turned a corner, Helix got caught in one of the crystals, causing them both to hit it and fall to the ground as the Big Chills flew past them until they were out of sight as Helix glared at the Blue Upgrade. “Don’t you ever think things through?!” He questioned her.

“This is bad.” Azmuth said in concern. “Necrofriggians aren’t supposed to be here.”

“What do you mean? Just where are we?" Helix asked him.

Meanwhile with the others, smolder casted a spell as a Magic Orb was showing them the completed Omnitrix. "Wait, your locator spell is telling us that we're inside the watch?" Cozy asked in confusion.

“That doesn’t make any sense.” Silverstream said.

“Actually, it kinda does.” Smolder said to them with a shrug before they heard thunder in the distance.

“But thunder on a sunny day?” Misty asked in confusion. “That makes no sense.”

Tetrax and Eighteight stepped forward as they were familiar with the sound. “That’s not thunder.” Tetrax said in worry before the sky turned red.

“Warning, DNA portocoll error.” The AI voice spoke up again as coming out of the corner was an army of Spidermonkeys.

“Spidermonkeys?!” Spike asked in shock.

“Aranichchimps!” Eighteight exclaimed. “Run!” She called as she grabbed Sandbar while Tetrax grabbed Yona as Misty activated her Omnitrix and transformed into her version of XLR8 as those with wings took off at high speed with the Spidermonkeys chasing after them, which surprisingly were fast to keep up with them.

“They're catching up!" Cozy called out with concern.

“Hang on, we’ll try to lose them!” Eighteight called as they kept going as they turned to a dead end between two buildings with the large on blocking their path.

“Why did you lead us down here?!” Smolder questioned the two aliens.

“Give us a break! We don’t know our way around this planet!” Tetrax yelled in defense as Smolder used her magic and lifted the grounders to the side of the building as those with wings flew up next to them to avoid the Spidermonkeys.

“Next time, try having the locals guide you two.” Misty said with a look.

"Is this what you're like with Helix before?" Gallus asked her with a brow. “I'm starting to see why he complained about you."

"Uh guys, Spidermonkey can climb up walls, remember!" Ocellus shouted as the Spidermonkeys started to climb up after them.

“Keep moving!” Eighteight called as she grabbed Sandbar and Tetrax grabbed Yona as Misty ran up the wall as they climbed up while the rest flew after them with the Spidermonkeys before them as they ran to the edge of the building before jumping down.

“Uh, idea other than falling?!” Yona cried out in fear.

“I have one!” Smolder called as she flew forward and ready her magic sphere. “Protalis projectum!” She called as she fired her magic to the ground, creating a portal as they fell through and entered it before it closed as the Spidermonkeys crashed into the ground and disappeared in a glow of a familiar rainbow color.

Meanwhile, Helix was pulled towards the Blue Upgrade by the tether around him. "Enough games, “I want answers now!” She demanded. “Did you or did you not use your Omnitrix to turn into this To'kustar?!" She questioned it before pulling up a projection of the Way Bad in front of them.

"I never did!" Helix answered before she transformed her arm into a blaster.

“You expect me to believe a hundred foot tall alien was running around Hoofwood unnoticed?” She questioned while placing the blaster in his face.

“I don’t know! She just came out of nowhere!” Helix stated.

“Aliens don’t just fall from the sky!” Blue Upgrade retorted before Azmuth heard thunder and they looked up.

“Well, not by normal means.” Azmuth said as a portal opened up and Misty and the others fell out and landed on top of them.

Helix groaned before he saw his friends right on top of the Blue Upgrade while Misty timed out once she landed. "Oh man, am I glad you guys are okay." He said with relief.

"As long as you define okay as in nearly getting eaten alive by a bunch of Spidermonkeys after falling off a building, then yes we're okay." Spike retorted before Tetrax let out a deep gasp when he noticed their surroundings.

"I…I don't believe it…" He said with a surprised tone. "We're on Petropia."

“You mean your home planet?" Ocellus asked as they got up. "But I thought it was destroyed by Vilgax."

“How is this possible?” Tetrax asked in shock as they stood up.

“Sorry to burst your dream come true thing, Tetrax, but this isn’t your home planet.” Azmuth spoke up to him. “This is just a computer simulation inside the Omnitrix.” He explained.

"You mean like how we weren't in Hoofwood before?" Sandbar asked before a holographic screen appeared in front of them.

“Environment: Petropia. Primary intelligent species: Petrosapiens.” The AI voice spoke up.

“You see. It is a computer simulation inside the Omnitrix.” Azmuth confirmed.

“Azmuth, what does that mean?” Helix asked in confusion.

“Helix, the Omnitrix scans alien DNA.” Azmuth started. “And that DNA is placed on its species' original homeworld in a simulation to work in their own habit environment, kinda like your animal zoos. One of the Omnitrix’s malfunctions must’ve downloaded us inside. But the DNA protocols are having an error, which is why the Necrofriggians were in Petropia and not in their home planet.” He explained.

“You mean like the time we ended up in that Celestial Knight game?" Helix asked excitedly before he frowned at realization. "But this time we're trapped in here, aren't we?"

“Unless I could find a way to fix that error or Myaxx do some physical repairs outside, we’re stuck inside the Omnitrix with random aliens coming from the wrong place.” Azmuth said to him. “And without Zenith with me since she did most of the programs, it could take me a while. We're gonna have to make our way to the Omni-Core to defrag now that we're inside.”

"Okay…" Helix said before he was pulled into the air by the Blue Upgrade since he was still connected to the tether around his waist.

"You are not going anywhere!" She told him.

“Put down our friend, you Upgrade wannabe!” Smolder demanded as she used her magic and trapped the Blue Upgrade in her magic bubble as Helix was dangling i the air before Tetrax used a diamond boomerang and cut him free as he fell before Silverstream caught him as they landed on the ground as Smolder lower Blue Upgrade down a bit.

“You think you can hold me here?” Blue Upgrade questioned tauntingly as she tried to teleport, but she was still trapped in the magic bubble as she looked in shock. “Why won’t this teleporter work!?” She questioned in rage as she slammed on the bubble.

“Will somebody please tell me what's going on?!" Helix asked before he looked at the Blue Upgrade in the bubble. "Starting with you! Who are you and why have you been chasing me all around the world?! And what does this have to do with Zenith?!"

"Fine…" She said before she reverted back. "Zenith is my daughter."

This made everyone look surprised while Azmuth's eyes widened in realization. “Zenith’s mother is an Upgrade?” Cozy questioned.

“I guess she takes after her father.” Spike said with a shrug.

“No. I met her mother before. She’s a Galvan like Zenith and I.” Azmuth said as he walked up to Blue Upgrade. “You’re using the Prototype Mechamorph Armor, aren’t you?”

"And there's a reason for that." She replied. "As you know, Azmuth, I haven't seen her in thousands of equestrian years. She'd abandoned Galvan Prime so she could focus on the project you gave her even though she was still heartbroken after what you did. But then one day, both of you suddenly returned. You remember?"

“I did.” Azmuth said in guilt. “I didn’t mean for Zenith to be away from those she cared for that long. I just wanted to make amends for the mistake I made. Like how I forgave my father after abandoning him for so long.”

"And you both said that you met someone who reminded you both of the importance of home, family, and forgiveness." She added.

"You mean, me?" Helix asked in a surprised tone.

“I suppose Zenith never really thought about how much she hurt the people she left behind.” Blue Upgrade said with her head down.

“I know what that's like. Including when my friends went their separate ways.” Helix said sadly as his friends gave him sympathy looks.

“So, when she, Myaxx and you Azmuth suddenly leave on some urgent mission to Equinn, I couldn’t bear to lose her again.” Zenith’s mother said sadly. “I tried to contract you three, but this was the only transmission I managed to get from Zenith.” She then replayed the video of Zenith’s crash and the Way Bad appearing. "And that's when I knew that I lost her for good." She said with a sad tone.

"No…" Helix gasped after watching that video.

“It became my mission to track down this To’kustar, and make her pay for taking Zenith’s life.” Zenith’s mother continued as she gave a serious look. “I’d followed the energy signal you three have been tracking, Azmuth, to the town known as Hoofwood. I tried to stop the culprit from escaping in her ship, so I shot it down and tracked the energy signature around the planet.”

"But you shot down our ship by mistake!" Tetrax told her.

"It was no mistake." She replied before pointing at Helix. "My tracker led me straight to him."

“No, it led you to that Way Bad! I didn't even look like her when I transformed into her species!” Helix explained to her. “But she’s gone now! I saw it happen.”

“Uh, Helix?” Misty asked in concern. “How exactly did you beat this Way Bad?”

Helix trailed off as he thought for a moment. “Well, I didn’t do much. I was fighting, but before I was about to use the Omnitrix, there was a weird noise and a flash from it, and then she just disappeared.” He explained. “That’s all I know.”

"What if the Omnitrix didn't make her disappear, what if it downloaded her just like it downloaded us?" Cozy asked as Eighteight saw something very concerning with the ground.

"Uh guys…" She said as she saw the ground beginning to crack.

“Well, if that’s true, wouldn’t it also have downloaded…” Sandbar started.

“Helix’s homework, report, and his textbooks?” Misty asked slowly as she pointed to the ground and saw Helix’s books, his homework and report paper in the crystals.

Helix’s eyes widened in horror. “So, that would mean the Way Bad…” He trailed off.

“Guys!” Eighteight yelled as she pointed ahead as the ground started shaking.

“Warning, DNA protocol error.” The Omnitrix AI spoke up while coming out of the ground was the Way Bad as she gave a rageful roar before she looked down at the group and gave another roar at them.

Zenith’s mother got free from her bubble as she looked up at the Way Bad. “That’s the alien that devoured my daughter!” She yelled before turning to Helix. “So you were telling the truth.” She said in surprise as they all dodged out of the way.

“I was telling the truth the whole time, well except for you two." Helix told Tetrax and Eighteight. "But I apologize for it?!"

Ocellus then quickly put on her Techno Armor as Zenith’s mother went into armor mode as she flew straight towards the Way Bad. “This is for Zenith!” She yelled before a magic wall blocked her as she turned and saw the kids as Smolder is using her magic to block her.

"Trust us, you do not want to pick a fight with her!" Misty told her with a concerning look.

"Stay out of my way!" Zenith's mother shouted before she fired a bunch of belts connected to a single cable right at them.

Misty and Helix got caught with each other, Yona and Sandbar got caught, Silverstream and Gallus, Smolder and Ocellus did next, and Cozy just got drag as they slid to the ground and fell to the ground as they slid on the crystals walls until they landed on the ground while Azmuth held onto Helix’s mane. They soon fell down a hole as they slid on the crystals before reaching the bottom.

“Well, that armor really pumps up her adrenaline.” Azmuth commented as he got up. "Not to mention their aggression as well. It is the prototype."

"And it's all my fault." Smolder said with a guilty tone, which got the others' attention.

“Wait, how is this all your fault, Smolder?” Ocellus asked.

“I think I know why the Omnitrix keeps downloading stuff.” Smolder said with a frown.

“Then what caused it to have an error, young dragoness?” Azmuth questioned with a frown and his arms crossed.

“Well, guys, remember that dismantling spell I did on that tank the other night?” Smolder asked with a sheepish look.

“Yeah. We were there.” Sandbar told her.

“I think when that spell combined with Helix as Upgrade, it caused a malfunction in the Omnitrix.” Smolder said with a frown, which made their eyes widened in realization. “You all heard those error messages. I must’ve messed up the entire Omnitrix DNA protocol by mistake.” She said in guilt.

"Yes, this is why you must think before you act." Azmuth told her.

“And now we're all stuck here, forever." Gallus mentioned as they looked around.

“I didn’t say that earlier.” Azmuth reminded him.

“You didn’t have to, Azmuth.” Gallus said in defeat. “Other than you, the only other person who can fix the Omnitrix is Zenith, and right now, she’s being digested by that Way Bad.”

“And even if you could, that thing will get us eventually." Silverstream added.

“There is always a way.” Misty said as she went up to the crystals and tried to pull them away.

“What’s the point?” Helix asked helplessly as he looked down in defeat as the others turned to him in surprise. “All I wanted to do was be with my friends, together. Go on adventures together, save the universe. It’s just like my father just said, I wanted to go out and have fun adventures with the others and those I loved, like Manny and the girls, but I ended up losing my home and family instead. Again.” He said sadly. “I just wanted us to be together.”

"The Helix Watch I knew is arrogant, obnoxious, stubborn, and--” Misty tried to finish before Silverstream elbowed him.

“Can you skip to the part where it will make him feel better?” Silverstream asked with a brow.

“Right, sorry.” Misty said before she turned to her cousin. “But Helix Watch is not a quitter! So you can either stay here and hear you feel sorry for yourself, but we’re gonna find a way out of here!” She called as she used her crystal shard she was holding to break free from their bindings. She then activated her recharged Omnitrix and transformed into her version of Jetray.

Misty then flew up as the others were about to follow as the flyers took off while Smolder used her magic to lift Yona and Sandbar up as Ocellus remained with Helix and Azmuth. “Helix, we missed you too. But you shouldn’t give up hope. There’s always a way.” She said to him.

“They’re right, kid. So either just give up and remain trapped in the Omnitrix, or keep being the hero you are and fix everything.” Azmuth said with a small smile.

Helix looked down for a moment before he gave a determined expression as he gave a determined smile. “I’m gonna fix this.” He said as Ocellus and Azmuth smiled before Ocellus carried the two in her arms as she took off after the others. “So, how do we get out of here?”

"I was thinking, if my magic plus Upgrade is what caused all this, maybe the same combination could fix it but this time with a negating spell this time.” Smolder theorized. "Enough to get us out of here."

“That might not completely fix the Omnitrix, but it should be enough to get us out of it.” Azmuth said to them.

“Well, one problem, Misty is Jetray and I don’t have the Omnitrix while inside it.” Helix said to them.

"Well we won't need the Omnitrix for an Upgrade considering we already have one, most likely an Upgrade armor." Ocellus pointed out as Zenith's mother flew overhead.

“Come on! Fall down already!” Zenith’s mother yelled as she kept firing at the Way Bad before being grabbed as the Way Bad yelled at her while Tetrax and Eighteight were on the ground a Eighteight kept firing before Tetrax made a diamond boulder that made the Way Bad tripped over.

“Run!” Eighteight called as she and Tetrax tried to run for cover. But Smolder came flying by as she caught the two in her platform before the Way Bad fell as the group circled back to Zenith’s mother.

“Hey, Zenith’s mom! We need your help!” Sandbar called out. “You’re our way out of the Omnitrix!”

"Not until I have my revenge!" She shouted while aiming her blasters at the Way Bad.

"Discombobulus negatum!" Smolder casted the spell before hitting Zenith's mother with it, which caused her armor to malfunction.

“What did… you… do… to me!?” Zenith’s mother cried in pain as they all grabbed hold of her.

“Hang on!” Ocellus called as the Way Bad roared and reached her hand out to them.

Back in the real world, the group are inside the mobile base as Myaxx is working on fixing the Omnitrix with some tools. “So wait, you mean to tell us our friends are trapped inside the Omnitrix?” Flash asked in shock while Myaxx worked.

“Yeah. Apparently, it downloaded them inside.” Myaxx said to them. “This thing is really overloaded with that energy.”

“Well, can you fix it and find a way to get them out?” Dust asked as she and Delta and the other adults were concerned for the children and their friends.

“What do you think I’ve been doing?” Myaxx questioned them. “I’m doing the best I can with the tools I have. Azmuth and Zenith did some of the work. And so far, I don’t even know if I could defrag the Omnitrix without their help.”

"So in other words, it's going to take longer.” Rainbow complained before the Omnitrix suddenly lit up.

“Uh, Myaxx, is this what you're doing?” Fluttershy asked nervously.

“Uh, no.” Myaxx said as the Omnitrix then started shaking. “I think something is about to come out!”

"It does have that exploding look about it.” Flash mentioned nervously. “Run?"

“Yup. Everypony out!” Twilight said as they all ran out of the mobile base before it exploded, causing them to duck in cover before a green light flashes up before appearing from it was the Way Bad as it gave a mighty roar before clutching her head.

They heard coughing coming from the smoke as they looked to see the others emerging from it. “Mom! Dad!” Helix cried out as he and his friends rushed out of the smoke.

“Kids!” The adults cried out as they rushed to them and gave the young a hug in huge relief.

“Is this the real Hoofwood?” Ocellus asked as Helix looked at his wrist and saw his Omnitrix back onto his wrist.

“Yes. It’s all real.” Helix said with a smile.

"Thank Celestia." Sandbar sighed.

"What just happened?" Zenith's mother asked before they heard the Way Bad let out another roar into the sky. She then started to make her way into the city before Zenith's mother switched to battle mode. "Vengeance will be mine!" She declared with rage before she flew after the Way Bad.

“Forget vengeance! It’s time for hero justice!” Helix called as he was about to activate the Omnitrix.

“Helix, wait!” Both Azmuth and Myaxx called before Helix’s Omnitrix then started glowing in rainbow energy again as it gave a flash before aiming towards Dust and Delta.

The two Plumbers realized that they were glowing. “What’s going--” Delta tried to say before he and Dust suddenly started transforming. The others gasp in shock before they are blinded by a familiar green light and when it died down, Delta had transformed into Heatblast while Dust suddenly transformed into Swampfire as neither of them had an Omnitrix symbol on their chests.

“Mom! Dad!” Helix called out as the others looked in shock. “Now what happened?!” He questioned Myaxx and Azmuth before the others suddenly moved aside before Delta charged at Helix, who quickly avoided a fire punch before he was swatted down to the ground as Helix's suit was a bit burnt. “Hey! That’s my favorite suit!”

“I work hard on that design!” Rarity cried out before they dodged a fireblast from Dust.

“Wanna bet I get blamed for that?” Helix questioned with a brow.

Meanwhile, the Way Bad had made it to the city as Zenith's mother caught up to her and started firing at her. She roared in anger as she did her best to block the blast before trying to grab Zenith's mother. She managed to dodge her before firing a bunch of missiles which created a large smoke cloud before she was grabbed by the Way Bad. The Way Bad glared at her before tossing her away, which made Zenith’s mother crash through some buildings.

Back with Helix and the others, they avoided Dust and Delta as best they could as Tetrax formed a diamond wall from Delta before the Heatblast turned alien tackled him as Swampfire was about to send another fire beam at Helix, but he was protected by a magic shield by the others as Eighteight then started fighting Dust.

“Mom! Dad! Stop! It’s me! Helix!” Helix pleaded.

“What is wrong with them?!” Rainbow questioned. “And why are they attacking us?!”

“Don’t they recognize us?” Pinkie asked as Tetrax tossed Delta away.

“They must be extremely disoriented from the DNA transformation.” Azmuth theorize.

"So disoriented that they don't recognize their own family or friends." Cozy said with realization.

"So?" Gallus asked with a brow.

“DNA protocol error. The Omnitrix might not just be downloading things, it’s uploading them as well.” Cozy said to them. “That might be why it transformed your parents.” She added to Helix.

"What are you saying?" Helix asked her.

“What I'm saying is, what if Zenith wasn't killed by that Way Bad but was transformed into that Way Bad?" Cozy explained.

“Our ship was near where you three first encountered that To’kustar!” Myaxx called out.

“It was cloaked as a chariot for us to blend in.” Azmuth said to Helix.

“Chariot?” Helix asked before his eyes widened in realization. “You’re right, guys. The Omnitrix turned Zenith into Way Bad! It even did that weird energy thing, just like it did before it transformed Mom and Dad.” He said while looking at his Omnitrix.

“Which means if we don’t fix your Omnitrix soon, Equestria will be overrun by crazed aliens!” Sandbar cried out in horror.

"And one of the ones who can fix it is being hunted down by her own mother!" Smolder added.

Delta was knocked back as Dust fired another fire beam as the shield gave out as she sent another at the group, but Tetrax formed a diamond wall as he and Eighteight rushed up to them. “We’ll handle your parents, Helix.” Eighteight told him. “You and your friends have to stop Zenith and her mother from destroying the city, and each other.”

"How are we going to do that?" Silverstream asked.

"By giving them two new targets!" Helix answered before he nodded to Misty in agreement. They both activated their Omnitrixes as a big flash of a green light appeared before Way Big and Giantess stood up.

Half of the Young Six are on each giant alien while Azmuth rode on Way Big as the two went into town.

In the city, Zenith and her mother are still fighting each other in the city. Zenith’s mother was smacked down before Zenith gave a mighty roar that shattered the glass around the buildings before she stepped on her mother with her foot and gave another roar before she was grabbed by the shoulders.

“Why don’t you pick on someone your own size?!” Way Big called out as he and Giantess were holding Zenith pulled Zenith off her mother, who got squished by a piece of road. The three giants walked back and they accidentally tilted the buildings that came down like dominos.

"Okay, we're going to have to be extra careful around here." Giantess suggested.

“Try telling that to Zenith, cous!” Way Big said as they glared at Zenith. “Because I don’t think she’s in her right mind to be careful! So that means it’s Celestial Knights time!” He called as he took a stance.

“Smolder, how about a shield for each of us?!” Gallus called out.

“On it!” Smolder called as she gave each of her friends a magical shield before the three giant aliens then charged at each other.

They both grabbed hold of Zenith before she threw them back into a building before punching them both in the face, which caused them both to fall to the ground. "Whoa, she's stronger than she looks!" Silverstream commented.

“To’kustars are known for their intense strengths! And Zenith isn’t usually a fighter!” Azmuth called as Zenith tackled Giantess and Way Big as she grabbed their heads and slammed them down.

“Get off of us!” Giantess yelled as she pushed Zenith off and Way Big stood up.

"Come on, Zenith, how about a time out?" He asked before crossing his arms which made a laser beam shoot out and knocked Zenith back. "Whoa, I didn't know we could do that!"

“You didn’t know To’kustars can send energy beams through their hands when they cross?” Azmuth asked in surprise.

"And apparently, neither did Zenith!" Smolder called out as Zenith stood up and crossed her own arms. A red beam was then fired at Way Big before he countered with his own beam. The two beams collided with each other, which created a shock wave that sent them flying back and falling down to some buildings.

Zenith then got up as she glared at them before giving a roar as the three aliens fought before Giantess and Way Big grabbed her and flipped her over as she crashed the buildings and layed there.

“Sorry, Zenith. But you’ll thank us later.” Way Big apologized to her.

“If she forgives you for turning her into that mutated version of me.” Giantess told him.

Then on the ground, Zenith’s mother managed to get out from the rumble as she reformed and looked at Giantess and Way Big. “Two more To’kustars?!” She questioned, not realizing it was Helix and Misty before she armored up and started firing at the two as they groaned in pain before Zenith’s mother flew in front of them and armed all her missiles. “I WILL DESTROY ALL ALIENS!!!” She yelled in rage as she fired her missiles at them, which caused Way Big and Giantess to be knocked down to the ground.

"Wait, these two are Helix and Misty!" Cozy called out.

"Where's the other one?!" She questioned while looking around. "I need to avenge my daughter!"

"The other one is your daughter!" Way Big told her.

“No! You’re lying!” Zenith’s mother yelled as she aimed her blaster at them, but Zenith came out from behind and gave a mighty roar, which caused them to turn to her. She glared at them before Zenith’s mother charged at her and started firing. But Way Big quickly caught her in his hands while Giantess quickly tackled Zenith when she tried to pounce on them.

Then Way Big felt his hands as Zenith’s mother was trying to break free as he kept a tight grip on her. “Let go!” She called before she got free and flew towards Giantess and Zenith and started firing at them. “I will have my revenge!” Way Big quickly stood in front of Zenith as her mother continued firing.

"Stop, your daughter was transformed by a malfunction in the Omnitrix!" Azmuth called out before pointing right at Zenith. "That To'kustar is Zenith!" She let out another roar as her mother stopped firing.

“You don’t deserve to say her name!” Zenith’s mother yelled as she flew up and teleported away as Zenith grabbed a building and smacked Giantess and Way Big with it. She knocked them down and trapped them in another building as Zenith’s mother appeared behind her and continued firing as the mother and daughter took the fight to the park.

“It’s not gonna work!” Way Big called out. “The only way to take down a To’kustar is to aim for the frills! Everyone knows that!” He yelled.

“And now she knows it too, Helix!” Smolder yelled out.

“Thanks for the tip!” Zenith’s mother called as she ready her stun blasters at Zenith’s frills, which Way Big quickly pushed her out of the way before his frill was hit, which made him stun and froze in place.

“Helix!” Giantess called out as she rushed to him.

“What’s wrong?!” Ocellus cried out.

“I… can’t… move…” Way Big gritted.

"That's bad." Yona commented before they heard familiar beeping.

"And that's worse." Giantess said as both the Omnitrixies were beeping red. Both of them timed out as their friends began to fall out of the sky.

“Guys!” Helix called out before those with wings flew up while Smolder used her magic to create a platform for Azmuth, Yona, and Sandbar to land on as they sighed in relief. “We need to stop them! And we don’t have time for these watches to recharge!”

“I have an idea that might snap Zenith out of it.” Azmuth said with a thoughtful look. “Can you do a clearer mind spell?” He asked Smolder.

"I will, but we're going to have to get close enough to do it." Smolder mentioned as Zenith's mother flew closer to her daughter and continued firing. She was about to shoot her right in the frills before a magic barrier blocked her and the others flew up on Smolder's magical platform.

"I don't want to shoot all of you!" She told them with a threatening tone.

"Then give us a chance to prove that thing is your daughter!" Helix replied before they nodded to Smolder.

Smolder then closed her eyes as some magic came out of her as they entered Zenith’s head, which caused her to groan in pain. “What are you doing?” Zenith’s mother questioned.

“It’s a magic spell. I’m trying to access her mind to get through to her.” Smolder said as she opened her eyes as they glowed pink before she stopped as they avoided a swipe from Zenith, who clutched her head as she felt pain going through her head. "Okay Azmuth, try talking to her."

“Zenith, honey, please!” Azmuth called out to her. “You have to remember! You aren’t well! We have to repair the malfunction inside of the Omnitrix!"

"Om…ni…trix…" She said through her pain.

"Zenith?" Her mother gasped in shock when she responded.

"Mother…" Zenith said before her eyes widened with realization. She then quickly swiped and grabbed the others as they all yelled when she did.

“No!” Zenith’s mother yelled as she flew after them as she flew around her daughter, but Zenith grabbed her and brought her near the kids as some of the Upgrade armor was then being absorb into Helix’s Omnitrix. “Zenith! Please! It’s not his fault! Don’t make me hurt him!” She pleaded.

“She’s using you… as a weapon?” Cozy questioned.

“No. As a tool kit.” Azmuth corrected with a smile, realizing what Zenith was doing. “She’s trying to fix the Omnitrix!” As soon as the absorption was pulled back, the Omnitrix glowed red before covering Zenith with the same glow.

After the flash, the young group then started falling as those with wings started flying while the rest landed on Smolder's magic platform while Zenith’s mother flew up as they looked around for Zenith. “What did you do?” Sandbar asked Zenith’s mother.

"I didn't do anything, she did." She replied before pointing to where Zenith was. They quickly looked around and wondered where she went before they heard a familiar voice coming from below.

"You know Azmuth, maybe we should reconsider letting him keep the Omnitrix plan.” They all look down to see Zenith back to her Galvan form.

“Zenith!” They all called in joy as Azmuth jumped down and quickly hugged his love as she returned the gesture with giggles.

“You’re okay!” Helix said in relief as he picked up both Azmuth and Zenith.

“Yeah, well, no thanks to you.” Zenith said with a brow as she tapped Helix’s Omnitrix. “Your Omnitrix was so overloaded with mana, Azmuth, Myaxx and I could pick up the readings from halfway across the galaxy!”

“Overloaded with what?” Smolder asked in confusion.

“They haven’t told you yet?” Azmuth asked Smolder in surprise. “Eh, you’ll find out soon enough.” He shrugged.

“So we flew all the way to Equinn to defrag the Omnitrix, and then a few seconds after landing, you turned me into a mutated raging To’kustar!” Zenith yelled as Helix gave a sheepish look while the others chuckled in amusement. “I should’ve stayed in bed.”

"In my defense, I had no idea what was going on with the watch at the time." Helix mentioned.

"Zenith, I almost vaporized you." Her mother spoke up. "How could I have been so blinded by rage? I'm a terrible mother."

"I… haven't been exactly the best daughter either, mom." Zenith replied while looking down with a sad look. "Ever since back then, I've always been letting inventions come before family."

"Speaking of which, we probably should have warned your mom to stay away from the Prototype Mechamorph Armor." Azmuth mentioned.

“Yes. We should've.” Zenith said with a sheepish chuckle. “I can fix that.” She said as she tapped on her staff, which caused the Mechamorph armor to dissolve and intp a sphere before it shrank down into a cube to reveal a young female Galvan wearing a dark purple suit.

"Huh, so that's what she looks like." Helix mentioned after seeing her.

"Uh, quick question: why does your mom look younger than you?" Cozy asked Zenith as they noticed that as well.

“Kids, you all have a lot to learn about Galvans and their aging process.” Azmuth said with a smile.

“Could you ever forgive me, sweety?” Zenith’s mother asked her daughter in remorse.

“Can you forgive me for skipping out on you?” Zenith asked her mother.

“Oh, dear, I already have.” Zenith’s mother said with a smile.

Azmuth and Zenith then jumped down. “Then let’s call it even since we all make mistakes.” Zenith said with a smile as Azmuth took the armor cube.

“And let this be a lesson, never mess with mechamorph armor prototypes." Azmuth added. "All it does is pump up the wearer's aggression. Turns them into a single-minded weapon of destruction."

“Tell me about.” Helix said in agreement since he saw Zenith’s mother in action with that armor even with different alien forms he was in.

“I’m glad my armor doesn’t have that error.” Ocellus said in huge relief.

“That’s because you have the finishing model.” Azmuth said with a smile. “You are a lucky case.”

“Now let’s go home before anyone breaks something.” Zenith suggested.

“Uh, about that…” Helix spoke up as the others gave sheepish smiles.

“Zenith, how about we fix one more problem.” Azmuth said to her, which made Zenith stop.

“What happened?” Zenith questioned with a brow.

“My Omnitrix sorta turned my parents into aliens.” Helix explained with a sheepish tone.

"Oh boy…" Zenith sighed with an eye roll.

Back in Helix’s place, the others are still trying to contain Helix’s parents as Delta then starts attacking Dust. “Dust! Delta! No!” Xylene called as the group tried to separate them, but they were swatted back.

And then, they heard a sound as the group turned and saw the young group, Azmuth, and the Blue Upgrade. The two cousins put their hooves with their Omnitrixies on them together as the Blue Upgrade grabbed hold of them as it morphed them into some sort of Omnitrix cannon. "Mechanae discombobulus!" Smolder casted the spell and energized the cannon before firing right at Delta and Dust.

They kept pouring in power as Delta and Dust yelled as they were covered in rainbow energy before they transformed back to normal as the group stopped and Blue Upgrade let go of the Omnitrixes.

"Nice." Sandbar said while Delta and Dust held their heads.

“Helix?” Dust asked in confusion while rubbing her head.

"What happened?” Delta asked with a brow.

“I'm just glad you both are okay." Helix said with a small smile.

“Okay?” Delta asked in confusion.

“Did something happen to us?” Dust asked.

“Let’s just say the Omnitrix had an error that affected you two. But it’s fixed now.” Flash said with a smile.

"Well in that case, I hope you're ready to go fishing with your friends." Dust said with a smile which surprised them.

"You mean, I'm not grounded?" Helix asked them.

“Grounded?” Delta asked in confusion while Dust rubbed her head.

“I don’t remember grounding you? Do you, Delta?” Dust asked as Delta shrugged and walked back to their home as Helix sighed in relief.

“Hey, Xylene, where’s the mobile base?” Delta asked as Xylene got nervous when she looked around at the remains of the mobile base that was destroyed when Helix’s Omnitrix blew it up.

“Ooh, uh…” Xylene muttered, trying to think of an excuse.

“You parked it around the corner picking the others up?” Delta asked with a smile as Xylene gave a sheepish smile and gave a thumbs up.

“I think that DNA upload may have scrambled their memories a bit.” She whispered to the others from the side of her mouth.

"Well at least it was good for something." Helix whispered back as his parents entered their home.

“Well, we don’t know what you did, but thanks.” Twilight said as she and Blue Upgrade shook each other hoof/hands before the Blue Upgrade dissolved to reveal Zenith. Smolder then held out Zenith's mother with a smile.

"Twilight Sparkle, Azmuth has told me a lot about you." Zenith mentioned with a smile.

“Zenith?” Twilight asked in surprise.

“Boss, you’re…” Myaxx tried to say.

“Yeah, I know.” Zenith waved off with a smile. “The kids will tell ya the whole story.” She said as Azmuth and her mother jumped down to her. “We got a home and families to get back to.”

“Mind giving me a ride too since our ship was destroyed.” Myaxx asked with a hand on her hip.

"How?" Zenith asked with a brow while her mother gave a sheepish look.

"I'll tell ya later." Azmuth said before he gestured for Myaxx to come along.

“Well, it’s good to know you’re all safe.” Flash said with a smile.

“But, it looks like nobody's going fishing this weekend.” Xylene said while gesturing to the remains of the mobile base. “How are we gonna explain this to Delta and Dust?”

"This is all my fault." Both Helix and Smolder said at the exact same time. "Your fault? How is this your fault?"

“My Omnitrix blew up the mobile base.” Helix said to her while gesturing to his Omnitrix.

“All because of my spell.” Smolder said as they started arguing as Zenith sighed.

“Oh, for the love of…” Zenith said as she stopped and turned to them as they stopped. “Do you two ever stop arguing?!” She questioned.

“I used to be like that with Helix.” Misty said with a shrug as Zenith merged with the Mechamorph Armor again and merged with the remains of the mobile base and fused them back together as she repaired the vehicle as she separated from it.

Zenith then stood up with Azmuth and her mother on her shoulder as Myaxx came up next to her and placed her hand on her other shoulder. “Now let’s go home, my love, mom, and friend.” She said to the three as they smiled before they teleported away from the group as the group waved to them goodbye.

"Huh, something that I need to remind myself now and then with my own armor." Ocellus mentioned with a smile after seeing what Zenith just did.

“Speaking of home, I almost lost mine for good." Helix said as he looked down with a frown.

“Now that you’re in the clear with your folks, we supposed there’s still room in the Mobile Base for a weekend road trip.” Rainbow said with a smirk.

“No, Rainbow.” Helix said, which surprised the group. “I never should’ve ran out on my parents. No point in saving the universe if you lose your family. I just wanted to spend time with my friends and reunite with my old ones to spend more time with them. I’ve learned my lesson.”

"Hey, even so, you learned your lesson even though it was the hard way." Twilight mentioned with a smile. "You deserve a little break now and then." Helix smiled before he got an idea about his history report for class on Monday.

Soon Tetrax's ship was repaired as it lifted off from the forest and flew off into space. "Imagine you have the opportunity to travel to Strange New worlds… and encounter alien life forms none have ever seen before. Just imagine leaving the world you know behind, embarking on a dangerous journey from which you may never return from."

Helix stood in front of the class with a proud smile on his face after telling them that. "I know that sounds like science fiction, but that must have been like during the finding of Equestria back then. So ask yourselves this question: Would you choose to leave home, family and friends in exchange for an adventure of a lifetime? I know I would." He said with a smile as his classmates and his teacher gave interesting smiles while Misty gave a proud smile at her cousin.

“But only during summer vacation. And I still want some friends and family by my side.” Helix finished as time skipped forward to next summer as the group are in the mobile base with Manny, Helen, Attea, Zs'spoocy, and Lolaxx with them. The mobile base drove on down the road before a giant mutant frog suddenly landed in front of them, causing them to stop. They then noticed Dr. Test standing on top of said mutant frog.

"You and your friends are going to wish you stayed home this time, Helix Watch!" Test declared as he was out for revenge.

The group exited the mobile base as they all gave confident looks and ready themselves as Misty and Helix looked at each other before they ready their Omnitrix and they both slammed their cores down as they were engulfed in a green light.

In a garage somewhere at night before the summer had even begun, lights flickered as a young red earth pony colt with a red and black mane was tuning something on a workbench. He then held up a red glowing crystal and put it in something he was working on. The lights started to dim down as he had a smirk on his face while a red glowing X shined in front of him. "Now we're talking." The colt said before he was engulfed in a red light.

Author's Note

Get ready everyone, because their next summer vacation is going to be filled with much new power-ups, new aliens, new villains, new friends, and a new... Antitrix?!

Get ready for Equestrian Omni-Hero: Omni-kix Adventure