Sometime after the weather machine and the Weather Boys incident and clearing Blitz’s innocents, the heroes are all in the Abyssinia’s Kingdom as the mobile base was driving down the road. "I got to say, I did not expect this place to be bigger on the inside." Blitz mentioned as he looked around the place.

“We get that alot.” Delta said with chuckles.

“We’re just glad you can make time with us, Blitz.” Ruby said with a smile.

“Well, after facing robotic weather creatures, I thought a little fun would do me some good.” Blitz said with a shrug.

"Okay, now can you tell us what this special event is?" Helix questioned with impatience. “Because I can't take it anymore!"

“We’re almost there, son.” Dust said with a smile. “Just try and be patient a little longer.”

“Yeah, we don’t want a Rainbow Dashed to you.” Twilight joked with giggles, which made Rainbow’s eyes widened.

“Wait, you made me into a verb?” Rainbow questioned with a brow.

“You girls made one for me, so I made up for each of you.” Twilight said with a smirk.

“Oh, she gotcha there.” Spike said with chuckles.

"Oh come on, I'm not that-WHOA!!" Rainbow shouted as everyone inside held onto something when they got cut off on the road by three speed-demons that sped by them. “Road hogs!” She exclaimed while waving her hoof while sticking her head out the window as the base came to a sudden stop. “What’s their problem?!”

“Don’t know, but they are so gonna get it!” Manny said while smashing his fists. “Let’s get them.”

“Hang on, kids.” Delta said as he tried to start up the mobile base. “Looks like the Mobile Base needs a little fix up from that crash.” He said as he managed to start up and drove off. “I need to find a spot to make repairs.”

"Oh, my aunt has a garage that can help.” Ruby spoke up excitedly. “There, I can tell you about the special event."

"Oh boy, this is going to be good." Silverstream said with a bright smile.

“How far is it to your aunt’s?” Lolaxx asked Ruby.

“Just a bit further down the corner.” Ruby said while pointing at the direction as Helix groaned.

“Oh man.” Helix complained as Helen went up to him and placed a hand on his shoulder.

“Don’t worry, Helix. It will be quick. Besides, at least Ruby will tell us when we get there.” Helen said with an assuring smile.

"Plus, it gives us a chance to see what kind of event this is." Attea added before they came to a stop and saw some sort of vehicle that looked literally out of this world when they came out of the Mobile Base. "Whoa, now that is cool. But what is a high-tech alien vehicle doing here at an old rundown garage?"

"Hey now, that's my little garage you're talking about." A female voice said before a female yellow Aybssian came out from under the vehicle with some grease on her face and a wrench.

“Oh, uh, sorry.” Attea apologized before Xylene spoke up.

“You have to excuse our friend. She’s just a bit surprised.” Xylene mentioned.

“That's all right, creatures from outside are surprised when they see sweet rides like these." The Aybssian said as she got up and wiped her face with a rag. “And I see my niece has brought you here."

"Hey Aunt Rivet." Ruby greeted with a smile.

“That’s your Aunt?” Misty asked in surprise. “But, you’re Royal and she’s… well…”

“Ah, we get that alot.” Rivet said with a smile. “We may be royalty, but sometimes I like a little normal. Which is why I set up my shop.” She said as she gestured to her shop, which looked a little rundown as a letter fell from the sign. "We're still a little behind on our maintenance…"

"Oh well, it's nice to meet someone from Ruby's family.” Twilight mentioned with a smile. “She told us that you might be able to help with our--"

"Say no more, your highness, I'll get my crew right on it.” Rivet mentioned before she whistled as a few Abyssinians came out with tools and made their way over to the mobile base.

“How’d you know?” Cozy asked in surprise, as were the young part of the group.

“Are you a mind-reader?” Gallus questioned.

“A pit chief always knows.” Rivet said with her arms crossed with a smirk.

“You’re a pit chief?!” Helix asked in surprise.

"Like a race pit chief?!" Rainbow asked next before she realized something. “Wait, is the special event a race?!"

"Yup, surprise!" Ruby told them with a smile. "You see, our ancestors found some alien vehicles and they looked ancient. Not so ancient that they were beyond repairs, but still. After removing some things that look dangerous, we decided to make a little something cool out of them and made this special race." She explained before gesturing to some other shops that had alien vehicles.

“Wait, so you guys know about aliens?” Scootaloo asked in awed.

“That’s right.” Rivet said with a smile. “And it doesn’t surprise me that a group this size can fit inside a small carriage.” She said while gesturing to the mobile base being fixed. “If I had to guess, it’s some kind of mobile vehicle that is bigger on the inside, correct?”

"Wow, you're right on the mark.” Dust said with a surprised tone.

“I’ve spent years reverse engineering alien tech when I was a little kitten.” Rivet said while gesturing to her ride. “And this little beauty has won more races than I can count. I was just working on a few tweaks to get her ready for the big race today, The Fel-9 1000.”

“The Fel-9 1000?” The others except Ruby and Blitz spoke up.

“It’s one of my favorite races.” Blitz said with a smile. “Every year, Equestria’s finest racers gather here to compete in the Fel-9 1000.” He said while gesturing to the other racers driving by.

“How did we miss that?” Trixie asked in surprise.

"And how come I wasn't told about this?!" Rainbow spoke up with a frustrated tone. "I could have been dominating this race this whole time!"

"Uh, Rainbow, it's a vehicle race, not a winged one." Applejack pointed out with a smirk. Rainbow realizes that Applejack is right as she crosses her hooves with a scowl.

“But, what’s there 1000 off?” Helix asked in wonder.

“You know, we never really asked that before?” Ruby asked while she, Rivet, and Blitz gave wondering looks about that themselves.

"But I really need that win today.” Rivet mentioned with a determined look. "That prize money could really help get my shop back in order."

Then they heard tire screeches before the three vehicles from earlier showed up in front of them. The red one in the middle then had its windows rolled down as it revealed a male white Abyssinian inside while he was wearing a black and red racer suit as he let out a chuckle. "That's the guy who cut us off the road earlier!” Manny pointed out.

“Ahahaha. You really thought you had a chance of winning? Come on.” The male white Abyssinian said in a french tone while Blitz, Ruby, and Rivet glared at him.

“Lucien LaGrance.” The three Abyssinians sneered.

“You three know him?” Starlight asked the three in surprise.

“He’s one of the more reckless and cheating racers in the entire kingdom.” Ruby said with a glare.

"Yeah, he did so by blowing up each vehicle in the race!” Blitz added with a glare.

"And that's why he was banned from racing here a long time ago!" Rivet finished with a glare at LaGrance.

“Aw, come on.” LaGrance said before he did a ‘tssk’ sound. “Nothing can stop me from claiming the prize after taking out every car in the race. Allow me to start with yours.” He said as he pushed a button on his vehicle and a cannon came out from the engine block. They all quickly jumped out of the way when it fired missiles right at Rivet’s car and destroyed it. “Uh, oh. Looks like you’re going to need a tune up.” He mocked before he gave a laugh as he and his crew drove off.

“Why that no good--!” Blitz growled before they turned and saw Rivet’s car trashed.

“Oh, no. I don’t believe it. I’m ruined!” Rivet cried out as she tried to stand up, but she quickly clutched her left leg. “Ow!” She cried out as the others turned to her as Ruby rushed up to her aunt. “That's all I need. I’m out of the race and now I have a broken ankle. I’m worse than when I started.”

"It's a shame you don't have another vehicle.” Rarity mentioned as Fluttershy tried to comfort her.

"Well… there is another…" Rivet mentioned with a sheepish look before she opened the garage and they saw another alien vehicle, but it looked just as run down as the shop. “She’s a bit of a fixer upper.” She told them.

“More like a fixer forever.” Smolder complained.

“All that alien tech and it couldn’t even make a rundown vehicle better?” Spike asked rhetorically.

"All it needs is an Upgrade and it will be ready to race." Helix mentioned as he held up his watch with a smirk before he looked at Rivet. "What do you think?"

"An upgrade? What are we talking here, headers, cams, turbo?" Rivet listed out.

"All of the above, just get this thing to the race and we'll teach that cheating cat he can't mess with us." Helix replied with a grin.

“Trust us, Aunty.” Ruby said with a smile. “What Helix Watch is about to offer is about to put LaGrance in his place.”

“Well, if it’s a new alien tech to make it raceable, I agree.” Rivet said with a smile.

At the starting line, the banner that says the Fel-9 1000 was packed with racers and audience as LaGrance was among them before the heroes are at the starting line with Rivet’s run down car, while Rivet herself is on crutches, saw it. “Well, here you go.” Rivet said to them. “Not sure how useful it’s gonna be and I’m in no condition to race with this ankle.” She said as she had a casket on her leg while she used crutches.

"I got everything I need right here.” Helix said as he gestured to his Omnitrix.

"Your friend is a little weird, Ruby, but I like him." Rivet mentioned before Helix went up to the vehicle.

"All racers, start your engines!" The announcer spoke up.

“We better get a move on.” Lolaxx said as she, Attea, Manny, Helen, Blitz, Zs’Spooky, Zed, Ruby, Misty, and Helix went up to the run down car.

“It’s time to Upgrade.” Helix said as he activated his Omnitrix and turned the dial as its holographic icon of Upgrade appeared before he slammed the core down and transformed into Upgrade, much to Rivet's surprise.

“What? Uh, what?” Rivet asked as she turned to the others in surprise, trying to process what she’s seeing.

“Just watch.” Dust said with a small smile. “Our son is gonna try something.” She added as Upgrade merged with the race car and upgraded it better. "What do you think?"

"Uh perhaps we should have warned her before this.” Luna mentioned before she waved her in front of Rivet's shocked yet frozen face.

“I think she’s broken with excitement!” Pinkie cheered.

“I don’t think it’s that, Pinkie.” Celestia said with an amusing smile.

“Luckies.” The CMC complained.

"Hey yo man, wait for us!" Manny called out as he and the others jumped in the vehicle.

“Time to make tracks!” Upgrade said as he and his friends drove off as the others watched just as the racers drove past the starting line as they followed. They soon raced out into the desert as it was filled with some boosters or ramps for the racers to get a boost.

With LaGrance and his crew, they were among the other racers as he gave a smirk at each of them. “Alright, gang, it’s time to thin the herd.” He declared. The other two racers gave a thumbs up in their bigger blue and black vehicles before one of them knocked a racer out of the race by smashing into them.

“I think that man hit me on purpose!” The elder mare said to her husband.

“Okay, you had your fun. Can we go to the buffet now?” He asked, unfazed by what happened.

Then two more racers went up to one of LaGrance’s racers, but when he pushed a button, two nets were released and the two racers crashed to the side. “Nicely done.” LaGrance said with a smirk. “But we need to step it up.” He said as he pressed a button, but he saw the windshield wipers activated. “Ugh, wrong button.” He said in embarrassment before he pressed another button, which released three mines from behind that exploded, creating a crater that got a handful of racers to crash into it.

"Whoa, looks like they didn't bother removing any dangerous tech on their vehicles." Helen mentioned as they drove around the crater.

"Now you see why he was banned from raising here from the beginning." Ruby mentioned as they were catching up.

"Beep beep! Coming through!" Upgrade called out as he drove by the other racers.

“Guys, we need to stop LaGrance before he really hurts someone.” Lolaxx said to them. “So far, we’re just lucky that no one is hurt.”

“We’re working on it.” Manny said to her. “Since half of us can’t even keep up with these guys while inside this car, it’s a bit complicated.”

“For now, let’s just get ahead!” Upgrade called as they drove up close to LaGrance and his crew, which noticed them.

“We got visitors.” One of the crews said to them.

“I love surprise guests.” The second said with a smirk as the two were about to crush them between, but Upgrade quickly backed up to avoid the collision.

“Um, let’s not do that again.” Misty said with a nervous look.

"Agree." Zs'spoocy replied.

"Ha ha ha! I think you need to give them a warm welcome!" The first crew member told the other with a grin.

“Warm, or cold?” The second one quipped before he pressed a button, which released ice as it hit Upgrade.

“Ah! I can’t see anything!” Upgrade exclaimed.

“Relax, Helix. I got it.” Blitz said as he fired up and went up as he used his powers to melt the ice.

“How about some black ice?” The second crew said as he release some oil, which released on the ground.

“Uh oh.” Upgrade gasp as he slipped on the oil. "Whoa! Whoa whoa! Ah! Hang on, I got an idea!" He soon changed the tires to skis as it made it easier to drive on the oil before he put the pedal to the metal and sped up. He soon drove past the two goons, as they were shocked to see what happened, as they drove right next to LaGrance.

“Impossbly!” LaGrance exclaimed

“Mr. LaGrance!” Ruby called with a smirk. “We were wondering if you kindly drop out of the race.”

"It is Monsieur LaGrance, and the answer is no!” He replied before he grinned. "Now, be a good little princess loser and go away!"

“Oh no he didn’t!” Helen called as LaGrance tried to hit them, but Upgrade moved away.

“Nope. I’ve seen that one before.” Upgrade said with a look.

"So, finally, a worthy comparator." LaGrance said with a laugh before he looked at his rear view mirror towards his own men. "Those fools! Your services are no longer required!"

“Think he’s going to be sore at us for letting that car through?” The second crew asked before LeGrance fired missiles a them, disabling their rides.

“Aye, a little sore.” The first crew said.

“He’s destroying everything! Even his own racers!” Attea exclaimed.

“It’s just us, now.” Misty said to them.

"I got a way to stop him, pull up next to him!" Ruby told upgrade as he slowed down to let LaGrance catch up to them.

"We meet again, little princess!" He greeted them with a grin. "I enjoyed our little soirée, but alas, ze finish line awaits!"

"You sound pretty sure of yourself, care to up the states a bit?" Ruby asked with a brow and grin.

"What are you doing?" Lolaxx asked her.

"Just watch." Ruby replied before looking at LaGrance. "If you win, not only will you get this vehicle, but you also become the new king of the Kingdom! But if we win, you agree to never raise ever again, ever!"

"Oh please, tell your father to polish my crown when I win!" LaGrance bragged as he gave a salute. “Armbra!” He called as he drove off.

“Ruby, why did you made a deal like that?!” Misty questioned while Zed barked in agreement.

“Don’t worry. He won’t win.” Ruby promised with a smirk as she turned to Helix. “Okay, Helix, let’s make LaGrance eat our dust!” She declared with a smirk, but as she said that, Helix’s Omnitrix symbol started beeping.

“Oh no.” Upgrade muttered as the others gave dreadful expressions.

“Don’t tell us…” Misty muttered as a red light flashes as Helix transforms back to normal as the rundown racer stopped in the middle of the road.

“I hate this watch.” Helix muttered as LaGrance saw them going far because of the speed.

“Aw, what a pity. I didn’t get the chance to cheat.” LaGrance complained.

“Of all the times for the Omnitrix to time out, it has to be now.” Helen complained.

“Seriously, can’t that thing be more useful?” Blitz questioned.

"Uh hello? You're forgetting I have one too." Misty pointed out before she activated her Omnitrix. "Let's get back in this race." She said before slamming it down and turning into her version of Graymatter. "Oh man… I was going for Quillspeed."

"Come on watch, turn green!" Helix demanded as he waved his hoof around.

“Let’s just give up. We lost.” Ruby said with a sad look. “My Aunt’s shop is done for, and thanks to my big mouth, so is the kingdom.”

Blitz looked at Ruby in sympathy before he gave a determined look and started climbing up the roof and put Helix inside. “Hey, Blitz, what’s up?” Helix asked.

“I’m gonna see if I can give you guys a boost.” Blitz said as he then fired up and went into his Pyronite form. “So you guys better hang on tight and make sure the seatbelts are secured.”

"Good thinking." Helix complemented before his Omnitrix turned green, which surprised him. “That worked?! Azmuth and Zenith seriously need to make an instruction manual for this thing. Let me help you give this thing a boost." He told Blitz before he activated his Omnitrix and slammed down on the core.

Once Helix slammed the core down, he transformed into a new kind of alien. He resembles a cross between a Pterodactyl and a glider. He has a large yellow beak-like mouth, green eyes, red skin, black and green clothing on his shoulders and waist, green braces around his wrists and ankles, and small, yellow, retractable wings that resemble a glider in appearance which are connected to a 'jetpack'-like structure on his back. The Omnitrix symbol is on his left shoulder.

“Whoa, that’s a new one.” Misty commented.

“Never been this alien before.” Helix said while looking at his new form. “But let’s hope he’ll give us the extra kick.” He said as he then suddenly flew up with the help of the jetpack, which surprised him. “Cool, jetpacks!” He said as he then flew up behind the car and got into a ready position. “You ready to go fast, Blitz?”

“Yep, all set.” Blitz said as he raised his hands up. “Are you sure that form will help?”

“Let’s find out. Here goes nothing.” Helix said as he then activated his jetpack at the same time Blitz released a fire beam from his hands, which made them take off at high speed as their friends cheered while their faces are being pushed back by the wind while Zed sticked her head out the window with her tongue flapping from the wind. “Oh yeah! Now this is fast! I feel like an astropony, who look like a pterodactyl!” He exclaimed in excitement before he had a thought. “I should call this alien Astrodactyl!”

"We're catching up to LaGraaaaaaance!" Misty called out as she was doing her best to not get splattered with her size as Greymatter.

“Then it would seem I would have to cheat afterall.” LaGrance said with a smile before he pressed some buttons and a couple of missiles were released.

“Helix! Blitz! We got incoming!” Attea exclaimed as Blitz turned around and blasted some fireballs at the missiles and then spiked bombs.

"On it!" Astrodactyl called as he flew up with a squawk and suddenly took a deep breath and fired an energy beam at the incoming missiles, which exploded. “Whoa! Energy beams! Nice!”

“Guys! We’re losing him without your afterburners!” Lolaxx exclaimed as they saw LaGrance getting farther away since they’re slowing down.

"Then how about we cut this race short then?!" Blitz asked before he threw a fireball right at the tailpipe of LaGrance's vehicle.

LaGrance looked at his engine and saw it smoking after sniffing some smoke before his engine exploded, causing him to tilt from the side, which angers him. “You think this race is over?! Now, my coup de gras!” He growled before he pressed a button that said Heat Seeking as a monitor of the heroes in the car appeared on target before he pressed a button and a missile eject from behind and headed straight to the heroes.

"Another missile coming at us!" Astrodactyl called out before he flew back down to the others. "Hold on, we're putting in another extra boost!"

“Ready wherever you are!” Manny called as Blitz and Astrodactyl took off at high speed, but the missile was still following them. “Why is it still following us?!”

“It gotta be a heat seeking missile!” Misty guessed.

"Quick, LaGrance is up ahead!" Lolaxx called out.

“Blitz, I think that’s your cue!” Astrodactyl said to him.

“You got it!” Blitz said as he then formed a fireball. “Alright, LaGrance, time for a taste of your own medicine!” He called as he sent a tiny fire on LaGrance’s car when they zoomed past, which made the missile turn course and heading straight towards the down racer.

"Ah, plus tard." LaGrance cursed before he pressed a button to eject a small buggy from the back of his vehicle and drove off before the missile hit his ride as it exploded.

With the heroes, with Astrodactyl and Blitz inside, have just crossed the finish line as they each gave fistbumps before Helix and Misty’s Omnitrixes timed out and they transformed back as Blitz got out of his Pyronite form.

“We did it! We saved my Aunty’s shop!” Ruby cheered before she hugged Blitz. “Blitz, you were amazing out there with Helix!”

"Hey, it's what heroes do." Blitz replied with a small blush.

“You know, if you change your mind, you can come with us.” Zs’Spooky told him.

"Thanks, but I'm going to have to stay here to make sure cheaters like LaGrance don't try to ruin stuff like this." Blitz said with a smile. "But if I have some free time, I can swing by now and again.”

“In that case, here buddy.” Manny said as he tossed a small device towards Blitz, who caught it.

“What is it?” Blitz asked as he looked at the device.

“Level 12 alien tech, a teleporter key.” Manny said with a smile. “Got a few before we left the academy.”

“Just press the button and it will teleport you to where our mobile base.” Helen said with a smile. “You might need it if we ever need your help or you in return.”

"Cool, thanks." Blitz sent before putting the device in his pocket. “Now there's just one more thing to do, and it's something that we can all enjoy together."

Soon the group was at a mini go-kart track as each of them had their own go-kart. "Prepare to eat my dust!" Helix told his friends with a confident look.

“Psst, you’re going down.” Misty said with a smirk.

“Yeah, man!” Manny said with a challenge look as the others gave determined expressions before the lights turned green and they all drove off while the adults watched the young kids drive down the tracks.

“How come I can’t join them?” Rainbow complained with her hooves crossed. “I drove karts before.”

“Last time you, Rarity, and Applejack did that, you three got competitive and caused a huge mess at the Ponyville tracks when you took control of your sisters and Scootaloo’s go karts just to win a race.” Twilight said while giving the three mares a dull look while the others gave similar expressions.

“Yeah, and we’re trying to avoid that.” Celestia said with a disappointed look, which made the three giggles. “And at least they’re having fun.” She said as she looked at the young group cheered in excitement.

"Hey wait up!" Yona called out as she was getting left behind from the others. "Yona got a bad kart." She said while looking down at her kart.

“As my dad said, it’s not the vehicle that matters, it’s the driver.” Helix said with a smirk after coming up next to Yona and drove off, which made Yona pouted as the adults looked to Delta, who gave a sheepish look.

“You said that?” Flash asked with a chuckle.

“Taught him about a few lessons on driving, huh?” Dust asked with a smirk.

“I gotta stop saying stuff like that to Helix.” Delta said sheepishly as they all laughed, they saved Rivet’s shop and stopped LaGrance from hurting anyone and cheating at the race as they all watched the young group enjoy theirs, except for Yona of course.

Author's Note

If there's any episode you would like to see turned into a chapter for the story, please put it down in the comments down below. Whether it is Ben 10 Alien Force, Ultimate Alien, Omniverse, or reboot, just put it down in the comments of which episode you like to see or if you want to see an original like saying having Looma come and challenge Helix after being told about him from her aunt, let me know.