Hey guys, this is the special finale that I told you about in the previous chapter. This chapter will be the longest one, and you're in for a surprise when you see how Ben defeated his enemy.

Chapter 10: The Ultimate Enemy

(Sonic Heroes Hut Garage)

The garage is the room where Tails works on his inventions. Currently, Ben is sitting on a wooden crate with Rouge on his lap while watching Tails and Kevin work on the Tornado MK II. Ben is tapping his foot on the crate bored.

"Why are you working on the Tornado MK II? Nothing's wrong with it." said Rouge. Kevin rolled from under the plane and glared at Rouge.

"We know nothing's wrong with it. We're working on giving it the ability to fly through space." answered Kevin as he stands up before walking to a nearby crate.

"Think about it, guys. There's a chance that one of our enemies will attack from space sometime, and we don't have the proper equipment." said Tails as he works on the wings.

"So we need a suitable vehicle to enter space. Thanks to that Omnitrix robot's parts, that can come true." added Kevin as he takes out a suitcase from the crate before going below the plane to insert it.

"When are we going to go do something fun?" asked Ben.

"First off, going to space is fun. Second, we'll be finished in 10 minutes." said Kevin. Suddenly, Esoterica soldiers appeared out of thin air, surrounding the four. Ben gritted his teeth and narrowed his eyes.

"You won't even have 10 seconds." said Ben. Rouge got off Ben's lap and stood on the ground. Tails noticed the Esoterica soldiers and held his wrench in a fighting stance. Kevin noticed one of the Esoterica soldiers' legs and got out from below the plane just as more appeared surrounding the four.

"Esoterica. It's an ambush." stated Ben as Rouge got in a fighting stance and he slammed the Ultimatrix as a green flash occured. As soon as the flash died down, our favorite four-armed alien stood in his place.

"Four Arms" shouted the Tetramand Hedgehog. Two of the Esoterica soldiers threw yellow energy balls at Four Arms. Rouge jumped and roundhouse kicked the energy balls back to their owners, sending them to a wall unconscious.

"On the bright side, at least we're not bored anymore." stated Rouge with a smirk as she raises her left hand and twirls once. Rouge waved her left hand as a black energy wave struck a few more Esoterica soldiers.(Go to .com and search for the move Black Wave.) All of them took a step and disappeared.

"They ran away." stated Rouge, who was proven wrong as an Esoterica soldier appeared behind her and blasted a yellow energy ball at her. Rouge turned and got blasted in the gut, which sent her to a wall, making a web of cracks. Four Arms gritted his teeth as he shoulder charged at the Esoterica soldier. The Esoterica soldier sidestepped to dodge the shoulder charge as he disappeared. Another appeared on the Tornado MK II's wing.

"Hey, get off the plane." ordered Kevin as he absorbed the wing, covering him in blue armor. The Esoterica soldier sucker punched Kevin in the face, not making him flinch as a bone cracking sound occurred. Kevin grinned as he turned his right hand into an anvil before swinging it at the Esoterica soldier, sending him high up on the wall with a web of cracks. Kevin ducked in time as a yellow energy beam struck where his head was. Four Arms caught two Esoterica soldiers that tried to sneak up behind him with his lower arms. Four Arms threw them at the one that was approaching Rouge. The Esoterica soldier turned, only to get pinned down by the thrown Esoterica soldiers. Rouge looked up to see Four Arms offering his lower hand. Rouge took it, and Four Arms pulled her up.

"Thanks, sweetheart." thanked Rouge.

"Anytime, dear." replied Four Arms. Kevin ran at the couple and swung his anvil hand at an Esoterica soldier that tried to attack Four Arms from behind. Kevin approached the couple and mocked a bow.

"Sorry for interrupting the moment, but we're surrounded!" shouted Kevin as all of the Esoterica soldiers appeared in front of them and fired yellow energy balls that merged together into one tremendous blast. Before the fighting trio could dodge the massive blast, a pink energy shield appeared in front of them and blocked the massive blast before shattering. The trio and Tails turned to Gwen, who is on a pink platform with her hands and eyes glowing pink. The glow fainted as multiple yellow energy arrowheads struck most of the Esoterica soldiers. Shadow appeared from behind a crate with narrowed eyes. The Esoterica soldiers realized they are outmatched, so most of them retreated. The last one was going to retreat, but he felt a sudden pain on his shoulder that stunned him and became wrapped by Gwen's mana tentacles. Appearing besides the Esoterica soldier is Espio with a shuriken close to the Esoterica's chest, where the heart is positioned.

"Start talking if you don't want your heart struck out." ordered Espio. The Esoterica soldier turned to Four Arms with a grin.

"He's not joking. He can cut your heart out faster than you can blink." informed Four Arms as he crossed his arms on his chest.

"Alright fine. The time is at hand. We were sent to destroy any who dare to interfere with the coming of Diagon." informed the Esoterica soldier. Espio, Rouge, Shadow and Tails have confused looks on their faces.

"Who's Diagon?" asked Shadow. Four Arms changed back to Ben before speaking.

"Diagon is an alien who is believed to have visited my world many years ago and gave humans advanced technology. He is also believed to have sworn to come back to my world to bring the 'Golden Age'. He claimed that he would bring alien technology so that my world would have neither war or disease, only peace. The Esoterica are his worshippers." informed Ben. Espio, Rouge, Shadow and Tails became wide eyed after taking in the information. Ben turned back to the Esoterica soldier with narrowed eyes.

"There's only one thing I don't get. How did you know I got in this world?" asked Ben. The Esoterica soldier snorted before turning his head away.

"Like I'm going to talk." said the Esoterica soldier sarcastically. Espio gritted his teeth as he pokes the Esoterica soldier's chest with his shuriken. The Esoterica turned back with a feared expression under his mask.

"Okay, okay. We set up a deal with an Anodite so we can track you down. The strange thing is that the Anodite wanted in return for us to help her get to her boyfriend, someone named Antonio." informed the Esoterica soldier. Ben, Gwen and Kevin gasped, remembering the only Anodite who has a boyfriend named Antonio.

'SSSSSSSSUUUUUUUUUNNNNNNNNNYYYYYY!' shouted Ben, Gwen and Kevin in their thoughts.

"That's everything I know, I swear. Just don't cut my heart out." said the Esoterica soldier panicky. Espio nodded before pinching a nerve on the Esoterica soldier's shoulder, making him fall unconscious. Espio turns back to the others before asking.

"How are we supposed to get to your world?" asked Espio. Shadow smirked before pulling out a Chaos Emerald from behind. Ben turned to Gwen.

"Gwen, can you teleport us there?" asked Ben. Gwen shook her head sadly.

"I can't teleport between dimensions, much less universes." answered Gwen.

"Then I'll use Chaos Control to get us there." answered Shadow.

"Won't using Chaos Control only work on you since you have one Chaos Emerald?" asked Rouge. Tails smirked before answering for Shadow.

"We don't need Chaos Control. When we defeated Vilgax, we found out that he was building a portal to get back to Ben's world. During my free time, I have been working on it and it's nearly finished." answered Tails. The others looked at him with wide eyes.

"When will it be finished?" asked Rouge. Tails sheepishly scratched the back of his head.

"It's already finished, but we need a power source for it." answered Tails.

"What about the Chaos Emeralds? They should have enough power." suggested Shadow. Tails shook his head with a smile.

"That can work, but we only have 2 Chaos Emeralds. We need at least 5 to power the portal." informed Tails.

"You mean these?" asked Manny as he walks into the garage with a Chaos Emerald in his hand, along with Alan, Pierce, Helen and Max with the other 4 Chaos Emeralds in their hands.

"Where did you get those?" asked Shadow amazed.

"During our stay here, we decided to help around as much as we can to figure out a way home, so we were searching around Mobius for the Chaos Emeralds. We found out that they can transport us home if we have all 7." answered Max. Before Ben can ask anything, Pierce interrupted.

"Sorry, Ben. We're not sure if the Chaos Emeralds can change you back." apologized Pierce as Ben groans in defeat. Rouge turns to Ben with a worried look. Shadow ignored them as he approached the Plumbers.

"Let me get the others in on this, and we'll be good to go." informed Shadow as everyone nodded.

(Ten minutes later, outside the Sonic Heroes Hut)

All of the Sonic Heroes and Plumbers are outside within a circle of Chaos Emeralds. Sonic, Shadow and Silver have their arms out and their eyes closed, concentrating on the Chaos Emeralds.

"CHAOS CONTROL!" shouted the three hedgehogs as a flash of light occurred, consuming everyone in it.

(Flame Keepers' Chamber)

The chamber seems completely empty without the Esoterica. Suddenly, a bright light filled the area. As soon as the light died down, Rouge, Omega, Shadow, Espio and Ben stood in the center. Everyone turned to each other, noticing that the others are missing.

"Where are the others? Didn't we teleport with them?" asked Ben. Omega showed a holo-screen that showed the Earth and three dots on it.

"It appears that the teleportation was incorrect. Since three people used Chaos Control at the same time, the group has separated into three." informed Omega.

"So what happened to the Chaos Emeralds after we separated?" asked Ben.

"Whenever they're all used for Chaos Control, they separate to various parts of the planet they're used to get to." answered Rouge.

"Got it. At least the place is empty." replied Ben.

"Omega, can you find out where the Esoterica are?" asked Espio. Omega raised his arm and scanned the floor, looking for footprints.

"Negative, Espio. The footprints showed how they entered the area, but they don't reveal how they exited." answered Omega.

"They must have used their technology to make a fake Chaos Control." suggested Shadow.

"If we can't follow them, maybe we should figure out what happened first." suggested Ben as he slams the Ultimatrix and created a green flash.

"Clockwork" shouted the Chronosapien Hedgehog. Clockwork's gold quills started fanning left, illuminating the room in green. They heard footsteps and turned to see Esoterica soldiers surrounding them, or more specifically, Conduit Edwards, who is in the center in his Flame Keepers' Circle uniform. Clockwork's quills reversed the rotation and Edwards started speaking normally.

"We must prepare the way. He is coming. We must destroy the seal." ordered Edwards as Clockwork's quills started slowing down, stopping their vision of the past before changing back.

"I know where the seal is, so I'll take us there." said Ben. Everyone nodded as they follow Ben outside. When they got outside, they saw the Rust Bucket III in front of them, with the bay door open, revealing Kevin.

"We found you through the Ultimatrix signal with our badges." said Kevin as everyone got in the ship.

(Inside the Rust Bucket III)

The Mobians, minus Ben, looked at the inside of the ship astonishingly as Kevin gets on the pilot controls.

"Impressed?" asked Kevin. The others are still looking, so they nodded instead.

"Kevin, who else is with you?" asked Ben.

"Sonic, Tails, Knuckles, Vector, Max, Manny and Alan. They're in the cargo bay." answered Kevin.

"Which means that Gwen, Amy, Helen, Pierce, Silver, Charmy and Blaze are somewhere together." said Rouge.

"When we pick them up, we should get to the seal. The Esoterica are heading there." informed Shadow. Kevin nodded and kept his hands on the controls. Everyone heard a beeping sound coming from the Plumber Badge besides Kevin.

"Can someone pick that up? I can't take my eyes off the sky." said Kevin as Espio tapped the Plumber Badge, and got greeted by a familiar voice.

"Kevin, are you there?" asked Gwen through the communicator function in the Plumber Badge.

"Yeah, I'm here. I got the others in the Rust Bucket III heading to the seal." answered Kevin.

"Diagon's seal?" asked Silver through the Plumber Badge.

"Yeah, the Esoterica are heading there as we speak, but I'm going to pick you up first." answered Kevin.

"Uh, Kevin, we're already at the seal." replied Amy through the Plumber Badge. Everyone's eyes widened after hearing this.

"And that's not all. The Forever Knights are fighting against the Esoterica." added Pierce through the Plumber Badge. The Mobians gasped, remembering what Ben told them about the Forever Knights and their goal to rid Earth of aliens, whether they're part human or not.

"We'll get there quickly. Don't let the Forever Knights see you, Pierce." ordered Kevin as Sonic, Tails, Knuckles, Vector, Max, Manny and Alan come in from the cargo bay.

"Got it, Kev." agreed Pierce through the Plumber Badge as he hangs up.

"Why should you worry about them spotting Pierce?" asked Vector as he sits in front of the navigation controls.

"Because they think that they killed Pierce." answered Max as the Mobians gasped in shock.

"Don't worry. Pierce's alien half gives him enhanced durability and the power to hide his pulse so that he looks dead." informed Kevin as the others sighed in relief.

(Outside Diagon's seal)

Several hundred Forever Knights and Esoterica soldiers are fighting against each other. Sir George is leading a squadron of Forever Knights into a cave where the seal is and have fewer Esoterica soldiers. Following them is Amy, Silver, Helen, Pierce, Charmy, Blaze and Gwen, who used a spell to cover them in an invisibility field. Above the fight is the Rust Bucket III in it's camouflage mode. In the center of the inside is Ben, Rouge, Sonic, Kevin with metal armor, and Alan in his Pyronite form. Max, Manny, Knuckles, Tails and Vector are in front of them looking worried.

"You have to be careful down there. The Forever Knights don't know that we're on their side of this battle, so they won't hesitate to attack you." warned Max.

"We got it, Grandpa." said Ben as he nodded in Tails' direction. Tails nodded back before opening the hatch, letting them fall while Rouge stays in mid-air. She was about to dive down until Grandpa Max called her out.

"Rouge." called Max as Rouge turns to him.

"Before you dive down there, I want to say thanks for being there for Ben. Since he broke up with Julie, we thought he would never go on another relationship. When I saw you and Ben on those mission recordings that Shadow took, I knew that you would both make sure nothing happens to the other. So I don't just see you as Ben's girlfriend, but rather his possible future wife." said Max. Rouge blushed crimson after hearing that wife comment.

"So I wish you the best of luck, and please take good care of Ben." added Max.

"I will, Mr. Tennyson." responded Rouge as she dives down to the battle. She looked around the sky for Ben, and found a black-striped yellow ball. Rouge dived to Cannonbolt and stayed above him.

"Cannonbolt, want to try the move we've been practicing?" asked Rouge.

"Yeah, but be careful. We need to make sure it doesn't strike the Forever Knights."answered Cannonbolt. Rouge nodded and used her enhanced vision to look for a good spot to strike. Rouge soared high before diving down and axe kicking Cannonbolt to the ground, hitting the Esoterica soldiers and created a small tremor. Cannonbolt continued rolling over Esoterica soldiers with his endurable shell protecting him from stray blasts. Sonic struck Esoterica soldiers with his spin dashing while Alan threw fireballs at them. They ended up back-to-back, smirking.

"Ready for the Sonic Flare?" asked Alan.

"Dude, I was born ready." answered Sonic. Alan turned to Sonic and shot a stream of fire at Sonic, while Sonic ran in place, making his legs in the shape of an infinity symbol. The stream of fire went to Sonic's legs, coating them in fire. Sonic spin dashed with a coat of fire and struck Esoterica soldiers in the speed of sound, knocking them out. Kevin turned his hands into maces and swung them at the Esoterica soldiers, knocking them out with a few bruises.

(Meanwhile, in Diagon's seal)

The group continued following Sir George with the invisibility field still active. Sir George stopped when Esoterica soldiers appeared in front of him. Before Sir George can start to fight, several of the Esoterica soldiers had a mint green glow around them as they get lifted off the ground and shove into the rest of the soldiers like ragdolls. When the rest are down, the glowing soldiers knocked their heads onto each other, getting them unconscious. Sir George looked around confused, until Gwen deactivated the invisibility field, revealing her to be with Amy, Blaze, Helen, Pierce, Charmy and Silver, who has his hands glowing mint green. Sir George looked at the Mobians confusedly until he spotted Pierce.

"Didn't one of my Forever Knights kill you?" asked Sir George in a calm tone, not worrying about Pierce.

"I have the ability to hide my pulse, but that electrical shock did hurt a lot." answered Pierce. Sir George turned to Silver and saw his hands' mint green glow die down.

"I assume that you're the one who defeated Diagon's servants for me?" asked Sir George. Silver nodded, knowing that Sir George was talking to him. Sir George had a courageous smile on his face.

"Thank you for deciding to assist me. I don't underestimate Diagon, so your assistance is necessary." thanked Sir George.

"Sir, I'm here to..." paused Winston as he comes in and notices the knocked out soldiers. Sir George turned to him with an emotionless expression on his face.

"Winston, inform the Forever Knights that our allies have arrived to assist them on our quest to defeat the Diagon." ordered Sir George. Winston nodded and ran off to inform the Forever Knights. Sir George pointed to a dark tunnel.

"The seal is pass that tunnel. Diagon will fall." informed Sir George as everyone took a step. Before they can take another, Edward appeared behind them.

"The only one who will fall is you, Sir George." said Edward as he charges a yellow energy ball in his hands. Everyone turned as Edward fired the energy ball. Amy pulled out a hammer and swung it at the energy ball, redirecting it at Edward. The energy ball was too fast for Edward to dodge, so he countered it with another. When the energy balls collided, a burst of smoke occurred. Helen ran in a circle, clearing out the smoke, and revealing Edward laying down unconscious from the energy collision. Helen stopped running and looked at Amy amazed.

"How did you pull out a hammer from nowhere?" asked Helen.

"Sorry, it's my little secret." answered Amy. Gwen's hand glowed pink as she raises it to light the dark tunnel that they went into.

"Show yourself, Diagon. I have come to vanquish you for the second and final time with some allies." said Sir George.

"You? You are all nothing, less than nothing." insulted Diagon's voice.

"Then come and face us." demanded Sir George.

"I'm not settling myself with you and your allies, you human speck. I already control 1 universe, and soon, I will control this one." responded Diagon's voice.

"Curse you, creature. Fight us." demanded Sir George as he raises his sword in a fighting position.

"If battle you seek, so be it. Face the herald of my arrival." said Diagon's voice as the seal cracks, illuminating the cave while Gwen's glowing hand died down.

"Once, a pitiful creature of this dimension. Now reborn in my power, existing only to serve Diagon." informed Diagon's voice as a bright flash of light occurred in front of the seal. When the light died down, everyone gasped, except Silver, Blaze and Sir George at the being in front of the seal. The being is Vilgax, but resembles the Lucubra that the Forever Knight faced a couple months ago.

"I am Vilgax, herald of the Diagon." introduced Vilgax.

"How is that possible? Ben blasted you into space." said Charmy. Vilgax noticed the Mobians in the room and evilly smirked.

"I see Sir George has allies from Mobius. It is true that Tennyson blasted me into space, but Diagon has found me and given me great power." answered Vilgax.

"This is what you sent to fight me, Diagon? None of your mindless slaves?" asked Sir George.

"Don't underestimate him, Sir George. He conquered 10 worlds and obtained those worlds' heroes' powers, and he did it without Diagon's help." warned Amy. Silver and Blaze stared at Vilgax wide-eyed. Sir George nodded in understanding.

"Wait, Sir George." said a Forever Knight as more of them ran to Sir George.

"We need you in full strength to defeat Diagon. Leave his herald to us." advised a Forever Knight as all of them activated their energy weapons and shields. Vilgax turned to them before activating his now lavender eye lasers at the stalagmites above them. The stalagmites fell onto the Forever Knights as a cloud of dust covered them. When the dust cleared, everyone can see Gwen in the center of the Forever Knights with a mana dome covering them. Vilgax gritted his teeth in anger.

"You dare defy the rule of Diagon?" asked Vilgax in anger.

"We defy the rule of every supervillain in the galaxy." answered Silver as he used his Psychokinesis to toss the fallen stalagmites at Vilgax. Vilgax closed his left eye, and used his right eye to blast the stalagmites into pieces. Sir George ran to him on his blind side and swung his sword at Vilgax's closed eye. Vilgax took a step back and covered his eye. When he uncovered it, everyone can see that the attack hadn't even scratched him.

"Now you know that I am invincible!" shouted Vilgax. Before anyone could do anything, an earthquake occurred.

"How is there an earthquake here?" asked Silver, who got his answer when something burst out of the ground, creating a dust cloud. When the dust cleared, everyone can see the rest of the Plumbers and Sonic Heroes, but with someone they never seen before. In the center of the group is a yellow armored hedgehog with jackhammer arms and a grey tail. Armodrillo sent a glare at Vilgax before speaking.

"I guess I shouldn't be surprised to see you, Vilgax. Can't keep a bad man down." complained Armodrillo.

"Tennyson, you've been my greatest adversary. It's only right that you and your friends should be here at my moment of ultimate triumph." said Vilgax as he turns to approach the seal. Sir George raised his fist before speaking.

"Vilgax, you can not run from us." said Sir George as he raises his sword. Rouge flew in front of him with her arms extended.

"Wait, Vilgax is leading you to a trap." warned Rouge.

"What does it matter? He and his master must be destroyed." replied Sir George as he runs around Rouge and chases Vilgax. The others followed him with Alan illuminating the cave with his Pyronite form. During their chase, they have found multiple Forever Knights laying unconscious on the ground. They found Vilgax in front of the seal with his arms behind him.

"Vilgax, turn and face us." demanded George.

"You are too late, specks." said Vilgax as he turns to the group while a tremor occurs.

"The battle is already over." added Vilgax as the cave walls trembled. They stared in awe when the trembled walls reveal another dimension behind the seal. Vilgax started laughing evilly as he puts his hands on his hips.

"Are you insane, Vilgax? Merging dimensions can have disastrous consequences!" warned Silver.

"Normally, that would be true, silver hedgehog, but because of my power, there are no consequences." gloated Vilgax as he raised his arms and started blasting lavender energy balls. Rouge, Tails, and Charmy flew to avoid the attack. Armodrillo's jackhammer arms vibrated before he slammed them to the ground to avoid the attack. Espio turned invisible and stealthily dodged the attack. Amy used her hammer to redirect the energy balls at Vilgax, who stopped his attack before taking a step back. When Shadow saw that, he got an idea.

"Amy, can you keep redirecting the attack to Vilgax?" asked Shadow. Amy eventually figured out what Shadow is planning and nodded with a smirk. Unfortunately, Vilgax overheard their plan and grinned as he forms a massive energy ball in his hands before throwing it at Amy. Amy gulped before swinging her hammer at it. When the hammer hit the energy ball, the collision forced Amy to be thrown back to a stone wall and the energy ball to slam Vilgax into the seal.

"Amy, are you okay?" asked Sonic as he checks in on Amy's condition.

"I'm fine, Sonic." assured Amy. Before anyone can say anything, they noticed the seal's crack is emitting light. Sir George stepped forward before pointing his sword towards the seal.

"Come no further. Diagon. If you break the seal, you will taste our righteous power." threatened Sir George as Vilgax shakes his head, recovering from the hit he took.

"Do not address the Diagon. Direct your threats to me." demanded Vilgax as continuously blasts lavender energy balls at the group. Sir George and Amy used their weapons to redirect the attack back at Vilgax while Gwen shields the others in a mana dome. While firing, Vilgax noticed two people missing.

"Where's the other two?" asked Vilgax, who got his answer when Espio appeared behind him and axe-kicked his head, stopping his attack. Before Vilgax can counterattack, Armodrillo dug out of the ground and delivered a vibrating uppercut to Vilgax's chin, sending him to a stone wall and covering him in an avalanche. Before anyone can celebrate their short victory, Vilgax rose from the debris with a few bruises that couldn't heal, since they didn't affect Vilgax's body directly.

"My master grows ever closer. The moment is at hand." gloated Vilgax as he points toward the seal, which is emitting an energy wave. Gwen expanded her shield so she can cover Espio and Armodrillo. The energy wave goes over the shield, not affecting the people inside.

"Vilgax. what's happening?" asked Armodrillo angrily. Vilgax laughs evilly as he leaps above the shield to the seal. When he landed, he raised his arms.

(Bellwood Residence)

Everyone is walking around the town that is peaceful...until a massive energy wave went over them. They stopped and held their heads in pain until lavender flashes occurred. When the flashes died down, Esoterica soldiers stood in the exact places where the people were.

(Egypt)

A small group of people were taking a tour around the Great Pyramids. Their tour got cancelled when an energy wave went over them and transformed them into Esoterica soldiers.

(Earth, Global View)

An energy wave covered the whole planet and created a lavender flash, meaning that nearly everyone worldwide transformed into Esoterica soldiers.

(Back at the seal)

The seal's crack began to expand to a few inches.

"The master prevails. Now all beings on Earth serve him." said Vilgax as he pumps up his fists.

"Seriously? If you're trying to trick us, you never seen what we faced." said Sonic as Gwen holds her head before glowing through her eyes.

"I am pretty sure it's not a trick. There's billions of lives I can't sense anymore." warned Gwen as her eyes die down. Shadow closed his eyes before opening them while sighing.

"As much as I hate to believe it, Gwen's right. I'm sensing billions of strange energies around the planet." agreed Shadow as everyone gasps.

"Every living person on Earth has transformed into an Esoterica. Behold the true power of the Diagon." explained Vilgax as a tremor occurred, sounding like a foot step.

"That seal is looking a little wobbly." observed Tails. Vilgax formed an oversized lavender energy ball above him and threw it at the group. Gwen deactivated the shield before firing mana at the energy ball, which didn't even slow it down.

"Blaze, Alan, we need to help her out." suggested Shadow as Blaze and Alan nodded. Shadow fired a red energy beam at the lavender ball while Alan and Blaze shot a stream of fire at it. The attacks combined, forming a spiral of mana, Chaos Energy, and fire before piercing through the energy ball like a knife through butter. The attack struck the ground below Vilgax, super-heating it and turning it into lava. Vilgax sank into the lava and tried to struggle out as it hardens. Armodrillo approaches Vilgax before changing back.

"Yeah, don't care how strong you are, you got zero leverage in there." stated Ben as the others walked behind him. They stopped when another footstep-like tremor occurred.

"Guys, any idea how to contain the Diagon?" asked Ben.

"I'll search in my spell book. Maybe there is a spell that can contain him." suggested Gwen as she pulls out her spell book and scrolled through the pages.

"Master, grant your humble and obedient vessel even more power. The Earth must be prepared for your coming." telepathically requested Vilgax, unknown to the others.

"Granted. For the Earth."telepathically replied Diagon. When Ben took a step forward, Vilgax started glowing white before bursting out of the ground from his molten prison. Vilgax started a barrage of lavender energy balls at the group.

"Oh, I am getting SICK of that!" shouted Manny as he runs to Vilgax, avoiding the attack.

"MANNY! NO!" warned Helen, but it was too late. Manny tackled Vilgax to a stone wall, covering them in a dust cloud. Vilgax walked out of the dust cloud, dragging Manny by his foot. Vilgax swung Manny and threw him at the group. Fortunately, Silver caught him with his Psychokinesis and set him down gently.

"You okay, Manny?" asked Silver.

"Yeah, thanks for the save." answered Manny. Helen gritted her teeth before zooming around Vilgax and sending a barrage of kicks to his back. Vilgax stuttered forward before getting a punch in the face from Knuckles and a sweep kick on the legs from Espio, making him fall on his back. Before Vilgax sat up, Sir George fired a blue beam of energy at Vilgax, but instead of hitting him as the others expected, the energy went around Vilgax, containing him in an energy field. Vilgax stood up before approaching the edge of the energy field. He tried pushing the energy field, but failed. He put in more force and the arms stretched the force field like rubber. When Vilgax pushed through the energy field, only making his arms free, he grabbed the beam and whipped Sir George around the cave, slamming him on the cavern walls. When he slammed him to the floor, the energy field deactivated, therefore freeing Vilgax. After Vilgax took a step forward, Manny shoulder charged him faster than last time, sending Vilgax through the pillars in the dimensional side of the cave. Vilgax crashed into a temple. The large group walked to where Vilgax crashed.

"What has happened out there? Speak, servant." demanded Diagon.

"Your minion speaks no more." replied Sir George before the whole group stopped, staring in surprise when Vilgax lifted the top part of the temple.

"You're mistaken. I speak for my master, which makes me more powerful than ever." gloated Vilgax before tossing the temple top at the group, covering them in rubble. Vilgax approached the rubble.

"Finally." said Vilgax as he turns to the seal.

"Free me!" ordered Diagon.

"Consider it done, master." said Vilgax as he approaches the seal before firing lavender energy balls at it as a tremor occurs while the seal's crack illuminated yellow.

"Your wish will be granted, master. I'll destroy the seal. I am your obedient vessel." assured Vilgax as he continues his onslaught.

"The power I gave you is more than enough." said Diagon.

"Of course, master. This perfect vessel humbly begs your forgiveness, master." begged Vilgax.

"Are you a vessel, or are you a vassal?" joked Sonic as Vligax turns to see the whole group unharmed.

"How is that possible?" asked Vilgax angrily.

"Intangibility spell. By the way, thanks for the power boost, Shadow." thanked Gwen.

"No problem. I knew our separate energies aren't enough to protect us all, so the Chaos/Mana energy boost is what we needed to prevent us from being crushed." explained Shadow. Vilgax glared at them before firing a huge energy ball at the group, which was easily deflected by Sir George's sword, Ascalon. Sir George fired a blue energy blast, along with Gwen's mana blast, Shadow's Chaos Spear, Alan and Blaze's fire blast at Vilgax, sending him to the seal. Vilgax stood up wobbly while the group surrounded him and armed themselves.

"21 against 1, Vilgax. You're highly outnumbered." smirked Ben as he scrolls through the Ultimatrix.

"You are the ones who are outnumbered, Tennyson. Most of the beings on this planet serve the Diagon alongside me." replied Vilgax.

"If you're really Vilgax, then the only person you serve is yourself." said Ben.

"Liar." replied Vilgax as he creates a massive lavender energy ball between his palms before tossing it at Ben. Ben slammed the Ultimatrix as the attack came in contact. Everyone waited for the smoke to clear until a barrage of diamond shards struck Vilgax's chest, making him clench it in pain. Walking out of the smoke is a diamond hedgehog wearing clothes similar to Four Arms'. Diamondhead slammed his arms on the ground and large diamonds rose and struck Vilgax, sending him flying. Vilgax stopped in mid-air before diving down at Ben, grabbing his neck before soaring above the seal.

"BEN!" shouted everyone worryingly. Rouge glared at Vilgax before flying in the same height as he is.

"If you even lay another finger on him, I'm going to shove my foot through that squid you call a head." threatened Rouge.

"That's such a big mouth for a little bat." insulted Vilgax before a green flash occurred where Diamondhead was. Vilgax turns to his now empty hand before looking around for Ben.

"Where did Tennyson go?" asked Vilgax to no one in particular. He got his answer when he felt a punch in the face, which interrupted his concentration to stay airborne. The being that punched him is a grey hedgehog with black lines spread across the body, a tail replacing the legs, and one green eye.

"Ghostfreak? I haven't used this guy since I entered the Ultimatrix." whispered the Ectonurite Hedgehog to no one in particular. Unknown to everyone, Vilgax's hands are glowing lavender. Vilgax rammed Ghostfreak onto the floor before lifting him up with his left hand. Ghostfreak turned intangible before he got shocked from Vilgax's energy.

"Don't you remember trying that same tactic last year, Tennyson? You really need some new tactics." complained Vilgax, until he heard Ghostfreak's laughter.

"Oh I remember that, and I did get some new tactics. EVERYONE, NOW!" shouted Ghostfreak as Knuckles uppercuts Vilgax's elbow, which makes him let go of Ghostfreak, before Vector chomps on Vilgax's leg, making Vilgax scream in pain. Espio threw two kunais at Vilgax's eyes, making him shut them in pain. Amy swung her hammer at Vilgax's head, causing him to gain dizziness. Sonic spin dashed at Vilgax's gut, pushing him to the seal. Vilgax got a taste of Alan and Blaze's fire attacks on his face. Omega shot miniature rope missiles at Vilgax's limbs, restricting him to the seal. Pierce, Manny, Tail and Max took out their blasters and fired at Vilgax's gut. Charmy dived toward Vilgax's abdomen and stung it with his finger, causing Vilgax to further flinch in pain. Helen zoomed toward Vilgax's legs, and sent a barrage of punches to his weakened leg. Kevin absorbed Sir George's armor before turning his arms into maces and swinging them down Vilgax's head. Gwen fired her mana discs at Vilgax while Shadow fired his Chaos Spears at him. Sir George swung his sword across Vilgax's eyes. Silver used his Psychokinesis to toss random debris at Vilgax. Rouge and Ghostfreak soared near Vilgax's face.

"After you, my dear." said Ghostfreak.

"All right, sweetheart." replied Rouge as she axe kicks Vilgax's head. Ghostfreak finishes the assault with a punch in the face, knocking Vilgax into unconsciousness. The soaring duo softly landed before Ben changed back.

"MWAHAHAHAHAHAHA!" evilly laughed Diagon.

"What's so funny? Has the 'great Diagon' finally lost his mind?" asked Rouge. Gwen noticed yellow light illuminating from the other side of the seal.

"Uh, guys? Why is the seal glowing from the other side?" asked Gwen as the others noticed this. After noticing, Shadow gasped.

"It was a trap from the very beginning!" shouted Shadow with gritted teeth.

"That's right, Shadow the Hedgehog. Since you started fighting Vilgax, the seal has been weakening, and now, I CAN BE FREE!" shouted Diagon as the seal breaks and falls to the ground. Everyone looks around the room for Diagon.

"Where are you, Diagon?" asked Sir George. Gwen's eyes glowed pink for a minute, finding Diagon through his mana. When she found him, she gasped in shock.

"Everyone, follow me!" shouted Gwen as everyone follows her.

(Outside the seal)

When Gwen stopped running, everyone stopped as she looks up with a shocked look on her face. Everyone looks up and slightly paled. Soaring above them is a pale green giant squid head with no visible mouth, and brown clothe covering the face.

"At last, I AM FREE!" shouted Diagon.

"Not for long, you dragon!" replied Sir George, which makes everyone sweat drop with the same thought.

'Guess he needs to get his eyes checked!' thought everyone as Sir George waved his sword, sending blue energy slashes between Diagon's eyes, leaving white marks on the skin.

"That's going to leave a mark." commented Sonic.

"Insignificant speck, you dare?!" insulted Diagon as the white marks vanish.

"Yes, we dare. We defeated Vilgax, so you're outnumbered." replied Sonic with a smirk.

"You fool! My resources aren't limited to Vilgax." said Diagon as Esoterica soldiers rose from the ground through dimensions, similar to the way that zombies rise. Sir George slashed each of them with his sword, not wanting to kill innocent mind-controlled people.

"Guys, you need to protect George. Rouge, you need to carry me up to Diagon." ordered Ben.

"What are you planning?" asked Vector eagerly. Ben grinned before answering.

"Something big." answered Ben as Rouge grabs his arms before carrying him up while the others attacked the Esoterica soldiers surrounding Sir George.

"Hey, Knuckles!" called out Kevin as he punches an Esoterica soldier in the face. Knuckles turned to him before sending an uppercut towards an Esoterica soldier. Kevin ran to him and held Knuckle's... well, knuckles before coating them in the same armor that Kevin was coated in. Knuckles stared at them in awe. One of the Esoterica soldiers noticed Knuckles is distracted so he fired a yellow energy ball. Knuckles mentally shook his head before noticing the attack and punched the energy ball back to the attacker. Knuckles looked at his knuckles with a grin.

"Thanks for the fighting gloves, Kevin." thanked Knuckles before punching an Esoterica soldier behind him.

"You're welcome, Knuckles." replied Kevin before turning his hands into hammers and swung them at the surrounding Esoterica soldiers. Meanwhile, Rouge is soaring at Diagon with Ben holding her arms.

"Rouge, let go of me on my signal." ordered Ben. Rouge looks down to him in shock.

"Are you sure? You might not survive the fall, and I don't want to lose you." admitted Rouge.

"Trust me. You're in for a big surprise." smirked Ben. Rouge nodded before soaring higher.

"NOW!" shouted Ben as Rouge lets him go. Ben activates the Ultimatrix, showing a hologram.

"IT'S TIME TO GO BIG!" shouted Ben before he slammed the Ultimatrix. Everyone below stopped their fighting when they heard Ben before turning and seeing what made the Mobians' mouth drop. In Ben's place is a white hedgehog with quills that are red on the front side, and black on the back side. He has fins on his arms similar to his quills. He has a black neck. He also has a red stripe on his chest that has the Ultimatrix symbol. But that's not what shocked the Mobians. His size is 100 feet tall.

"Way Big" shouted the To'kustar Hedgehog. As soon as he said that, the Mobians' eyes were as wide as possible.

"BY THE NAME OF THE MASTER EMERALD! HE'S HUGE!" yelled Knuckles.

"JUST HOW MANY SURPRISES DOES THIS GUY HAS IN STORE FOR US?!" shouted Shadow.

"THIS IS THE MOST AWESOME FORM I'VE EVER SEEN!" shouted Sonic.

"DOES HE HAVE AN ALIEN FOR EVERYTHING?!" shouted Vector.

'You never cease to amaze us, Ben Tennyson.' thought Espio.

'I guess I was worried for nothing.' thought Rouge.

"Hey, Diagon, why don't you pick on someone your own size? I'm-" started Way Big.

"You are a slightly larger speck than the other specks investing this world. But still, you are beneath my notice." interrupted Diagon.

"I wasn't done talking yet." said Way Big before slapping the Ultimatrix symbol, allowing four prongs to come out in an X pattern. Way Big has a slight change in his body. His side quills turned white before pointing upward, similar to horns. Most of his body turned blue. His mid quills turned white on the front side and red on the back side. His height tripled to 300 feet.

"Ultimate Way Big" shouted the evolved To'kustar Hedgehog, making everyone gasp.

"What's with the new looks? The new alien looks a lot like Way Big." asked Tails.

"The Ultimatrix has an Evolutionary Function that allows Ben to evolve his aliens into Ultimate forms." answered Gwen as the Mobians face palm.

"I can't believe how stupid we are." muttered Amy.

"Why do you mean that?" asked Kevin.

"Duh, Ultimate, Ultimatrix. I can't believe we never figured that out." answered Shadow as the others nod in agreement before turning their attention to the battle. Ultimate Way Big crouched his knees before leaping high in the air.

"That's new." commented Gwen. Ultimate Way Big grabbed one of Diagon's tentacles and swung him to a dam, destroying it and filling the canyon with water in the process. When Diagon got up, he saw Ultimate Way Big with a smirk.

"Just getting started." said Ultimate Way Big, finishing his previous statement. Diagon glared at Ultimate Way Big until he shot red eye lasers at him. Ultimate Way Big countered with a blue cosmic ray from his arms in an L pattern. The beams collided, both attackers determined to outmatch the other. Diagon used this opportunity to use one of his tentacles to grab Ultimate Way Big's left leg, stopping his cosmic ray and getting him struck by Diagon's eye lasers. Diagom lifted him upside down.

"Now do you see how pointless it is to defy me?" asked Diagon. He got his answer when Ultimate Way Big threw two energy discs from his hands and sliced the tentacle that was holding Ultimate Way Big. Ultimate Way Big landed before looking at Diagon's tentacle, which was growing back, making Ultimate Way Big scowl.

"I cannot be destroyed." gloated Diagon as he swings a tentacle at Ultimate Way Big, who caught it before it could hit him.

"Nice try, Diagon. I'm not falling for the same trick twice." smirked Ultimate Way Big.

"That's not what I was planning." replied Diagon. Before Ultimate Way Big could ask what he meant, red electricity suddenly surged through Ultimate Way Big from the tentacle. Before Ultimate Way Big can let go of the tentacle, it restricted itself around his wrist.

"BEN!" gasped Rouge before an Esoterica soldier grabbed her from behind. Shadow saw this and fired a Chaos Spear at the Esoterica soldier, forcing him to let go of Rouge. The others surrounded Rouge before Gwen put up a mana shield around them. The Esoterica soldier tried to smash the shield effortlessly.

"They can't teleport through your shield." stated Sonic.

"They don't really teleport. They move between dimensions." replied Gwen.

"But mana is multi-dimensional, so we got something going for us." added Kevin as Rouge turns to Ultimate Way Big.

"Is there a way we can use it to help Ben?" asked Rouge.

"By helping George. His sword was hurting Diagon, so maybe it can finish the job." answered Knuckles. Gwen nodded before letting down her shield.

"Prepare to feel the burn!" quipped Alan and Blaze simultaneously as everyone took fighting positions. Meanwhile, Ultimate Way Big is still being shocked by Diagon's tentacle. Ultimate Way Big gritted his teeth before forming an energy disc in his free hand and throwing it at the tentacle that held his wrist, freeing himself. The tentacle grew back.

"Still you fight? Is this a blind bravery, or are you simply too unintelligent to realize how hopeless you struggle?" asked Diagon.

"Doesn't make any difference, does it? Either way, you're about to get your own butt kicked. Actually, I can't tell if you even have a butt in that spaghetti. Call it a metaphor." joked Ultimate Way Big before firing multiple cosmic rays at Diagon.

"Had enough?" asked Ultimate Way Big.

"I most assuredly have." answered Diagon as his eyes glow red. Suddenly, a spiral of clouds appeared above Ultimate Way Big and poured red acid rain on him. He retaliated by firing a cosmic ray at Diagon, who evilly laughed before disappearing. Ultimate Way Big tried to shield himself from the rain, but still felt the pain.

"Come back and fight!" demanded Ultimate Way Big.

"You'd think I would run?" asked DIagon from upward. Ultimate Way Big turns his head up... and saw Diagon has outgrown him.

"Why would I leave and miss your destruction?" asked Diagon. Blue electricity surged through Ultimate Way Big's body as he collapsed on the ground. A green flash occurred and he changed to Way Big then changed back to normal and groaned in pain. Diagon evilly laughs at the scene while the others run to him while defeating Esoterica soldiers in the way.

"Whatever Ben did, it didn't work." stated Kevin.

"I don't see him. You don't think Diagon..." stopped Rouge.

"Don't jump to conclusions. He probably changed back to normal." suggested Shadow.

"I'll go look for him." said Rouge as she soars to where Ben was last seen.

"His sacrifice purchased this respite. I won't let it go to waste." assured Sir George as he runs toward Diagon.

"Diagon, taste my sword." demanded Sir George.

"You grow expectedly tiresome." annoyed Diagon as he fired red eye lasers. Meanwhile Rouge looked over the canyon, which dried up, for Ben.

"BEN!" called out Rouge.

"OVER HERE!" shouted Ben from below the canyon. Rouge dived toward him and tackled him in a hug with tears in her eyes.

"Rouge, why are you crying?" asked Ben concerned. Rouge pulled back from the hug before closing her eyes to fight back the tears.

"I thought I lost you. I didn't want the guy I love to die in my eyes." answered Rouge. Ben blushed before kissing Rouge's lips.

"I love you, too, with all my heart, Rouge." admitted Ben before hugging her. Rouge pulled back from the hug with a smile.

"I'll take us to the others." assured Rouge as she grabs Ben's hand and carried him to the battlefield. In the battlefield, Sir George is deflecting Diagon's eye lasers with the flat side of his sword while the others use their powers to fight the Esoterica soldiers(except Max, who is wearing an exo-suit). Sir George eventually became tired.

"What's wrong, George? Are you tired?" asked Diagon mockingly before firing red eye lasers.

"CHAOS SHIELD!" shouted Shadow as he runs in front of Sir George and created a dome of red energy, blocking the attack. Barely. When Shadow deactivated the shield, he took deep breaths.

'My Chaos Shield barely took that hit.' thought Shadow.

"George, if we combine my Chaos Energy with your sword, we might be able to hurt Diagon." suggested Shadow. Sir George nodded before raising his sword while Shadow closes his eyes and concentrates on the sword.

"CHAOS BLADE!" shouted Sir George and Shadow simultaneously as Sir George swings his sword and fired a purple energy wave, using Shadow's Chaos Energy and his own. The energy wave hit Diagon's tentacles and cut them off clean. Out of the corner of his eye, Sir George noticed the tentacles drilling through the ground. Suddenly, the tentacles rose from a canyon wall and formed an arm with a red energy ball in the palm. Sir George noticed that the arm is directed to the others that are fighting the Esoterica soldiers in the moment.

"EVERYONE, LOOK OUT!" shouted Sir George as he blurs in front of the energy ball. The arm fired the energy ball so fast that everyone saw a red flash occurred and saw Sir George with his arms wide, protecting the group. An explosion occurred, covering the scene with smoke. Rouge and Ben noticed the explosion and Rouge dived down and landed near the smoke cloud after letting go of Ben. When the smoke cloud cleared, everyone gasped at the sight. Kneeling in the center of the cloud is Sir George, aged into an old man.

"George, are you okay?" asked Max as he shakes Old George. Old George shook his head with a smile.

"I'm afraid my time has come." answered Old George as the others surround the group.

"Don't worry. Gwen can use her powers to heal you." assured Max.

"It is already too late for that." replied Old George..

"This death was necessary to save you and your friends." added Old George as he slowly turns to dust.

"There's only one request I have. Don't let my sacrifice be in vain." requested Old George as his body crumbled. Everyone looked down in sadness that they lost one of their own. Ben clenched his fists and look up at Diagon.

"George, I promise. Your sacrifice won't go to waste." promised Ben.

"Now will you cease to resist me?" asked Diagon.

"No, Diagon. You're wrong about us. There is one thing we have that you don't." answered Ben.

"And what is that?" asked Diagon.

"A heart. It contains the courage we have to fight on to the very end. Emotions like friendship, bravery, and (blushes and turns to Rouge) love course through the heart." answered Ben as Rouge blushes.

"That is why we will never give up. No matter how many times we fall, we will rise again and again until we beat you, like we do to all the evil around the universe and beyond." added Ben as everyone looks at him in amazement.

"Hey, look." said Charmy as everyone looks up to see 7 beams of light, each in different color. Green, Blue, Red, Black, White, Purple, and Cyan. They came from different directions and they suddenly went down. Everyone covered their eyes from the blinding light. When the light died down, everyone can see the 7 Chaos Emeralds surrounding Ben in a circle.

"The Chaos Emeralds?" asked Kevin in astonishment.

"How is it possible that they came here?" asked Gwen.

"It must be Ben." answered Shadow.

"That's right. The Chaos Emeralds responded to Ben's positive emotions. It never happened to any of us before." informed Rouge as the Chaos Emeralds started rotating around Ben, creating a column of golden light. Stepping out of the column of light is Ben, but with a few differences. His fur turned gold, his quills pointed upward, his jacket turned gold, and the Ultimatrix turned gold as well. He opens his eyes, revealing them to be glowing emerald green.

"This ends now, Diagon!" shouted Super Ben as he flies to Diagon in supersonic speed.

"Since when could Ben fly?" asked Alan before returning to his human form.

"The positive energy from the Chaos Emeralds gave Ben a power boost, and a few new powers." answered Shadow. Diagon retaliated by firing red laser eyes at Super Ben, but Super Ben took the shot and absorbed it.

"WHAT?! IMPOSSIBLE!" shouted Diagon before he swung a tentacle at Super Ben. What Super Ben did surprised everyone. He phased through the tentacle and when he came out, the tentacle became encased in ice. Everyone stared wide-eyed at this action.

"Isn't that Big Chill's power?" asked Sonic.

"Yeah, but he didn't transform. How can he use his alien powers without transforming?" asked Gwen.

"The Chaos Emeralds must have allowed Ben access to his alien powers through the Ultimatrix, which would explain it's color." answered Rouge. The others nodded in understanding. Diagon's tentacle surged red electricity before destroying the ice. Diagon created a storm cloud above Super Ben before lightning came out of the cloud and struck Super Ben. Super Ben's arm turned to diamond as he uses it to redirect the lightning back at Diagon, making him grunt in pain.

"IMPOSSIBLE! THESE EMOTIONS CAN'T DEFEAT ME!" shouted Diagon.

"They can and I'll prove it by showing what they taught me." said Super Ben as he spin dashes in light speed at Diagon's head.

"THAT ONE IS FOR SONIC!" shouted Super Ben before turning his hands into diamond-spiked knuckles and punches Diagon between the eyes, pushing him to the ground.

"THAT ONE IS FOR KNUCKLES!" shouted Super Ben before spinning his arms at Diagon and forming a duo tornado, pushing him toward a canyon wall.

"THAT ONE IS FOR TAILS!" shouted Super Ben before turning his hands into diamond hammers and swung them between Diagon's eyes, causing him to flinch in pain.

"THAT ONE IS FOR AMY!" shouted Super Ben before shooting diamond spikes from his quills in light speed at Diagon's eyes, causing him to shut them in pain.

"THAT ONE IS FOR ESPIO!" shouted Super Ben before blue lightning formed around his hands as he puts his palms on Diagon, causing the electricity to sting him.

"THAT ONE IS FOR CHARMY!" shouted Super Ben before three tongues came from his mouth and stuck to random debris before retracting back to Super Ben's mouth as a green light was visible on Super Ben's stomach until he spat a large green energy ball at Diagon, pushing him deeper in the ground.

"THAT ONE IS FOR VECTOR!" shouted Super Ben before he extended his arms and blasted a massive stream of fire at Diagon's, making burn marks visible on his face.

"THAT ONE IS FOR BLAZE!" shouted Super Ben before electricity surrounded Diagon as he gets lifted in the air before getting slammed back to the ground.

"THAT ONE IS FOR SILVER!" shouted Super Ben before his hands turned to missile launchers as they rotate and shoot missiles at Diagon, pushing him further to the ground.

"THAT ONE IS FOR OMEGA!" shouted Super Ben before firing a massive time ray at Diagon, causing him to look more wrinkly.

"THAT ONE IS FOR SHADOW!" shouted Super Ben as he crosses his arms in an L pattern.

"AND THIS ONE.." paused Super Ben as blue energy became visible in front of him.

"IS FOR ROUGE!" finished Super Ben as a massive blue cosmic ray fired at Diagon.

"NNNNNNNNOOOOOOO!" shouted Diagon before he became completely disintegrated from the attack. Smoke completely filled the massive crater as the others approached it.

"Is it over?" asked Manny, who got his answer when the smoke cleared revealing normal Ben.

"BEN!" shouted Rouge as she tackles Ben in a hug.

"I knew you'd defeat Diagon." said Rouge.

"Thanks, I didn't expect the Chaos Emeralds to give me a power boost though." admitted Ben.

"Well, you deserved it." said an elderly voice. The couple pulled back from the hug before everyone turned to the source of the voice.

"Azmuth, is that you?" asked Ben. Azmuth is standing across the group with a smile.

"It's me, Ben." answered Azmuth.

"I saw it all. George's sacrifice, your battle against Diagon, and the power boost you obtained from the Chaos Emeralds. I couldn't ask for a better person to use my creation." admitted Azmuth, making the Mobians wide-eyed.

"Are you saying..." started Sonic.

"That this little alien..." continued Shadow.

"Created the Ultimatrix?" finished Rouge.

"It's very hard to believe." commented Tails.

"Says the 10-year-old fox who can build inventions with his bare hands." quipped Knuckles. Tails pouted in response. Azmuth ignored him and turned to Rouge.

"I see you have moved on from Julie." commented Azmuth as Ben scratches the back of his head sheepishly.

"I have some good news, and it's a good time to tell you." informed Azmuth as he snaps his fingers before a DNA repair gun appeared in front of them.

"When I tracked you through the Ultimatrix's signal, I noticed it's altered state. So I've been working on this DNA repair gun so it can change you back." informed Azmuth as everyone gasped in awe.

"You mean... I can be human again?" asked Ben. Azmuth nodded before turning to Rouge with a smile.

"It can alter any being's DNA, transforming them to a single species version of them. I designed it specifically to cure any species by becoming a temporary immune being." explained Azmuth.

"Which means that your girlfriend can become a human like you will be." informed Azmuth as Rouge stares between the Sonic Heroes and Ben.

'Be with Ben in his home, or stay with my friends?' thought Rouge.

"Go with him." said Shadow as everyone turn to him shocked.

"Shadow's right. If you want to go with Ben, then we understand." said Sonic as the Sonic Heroes nod in agreement.

"Follow your heart. We would do the same thing if we were in your shoes." advised Amy. Rouge couldn't hold back the tears and wrapped Amy in a hug.

"Thank you. You were always a sister to me, Amy." admitted Rouge. Amy hugged back with a smile.

"Don't worry about us. You will always be a Sonic Hero." assured Amy. Rouge felt a hand on her shoulder and turned to Shadow.

"She's right. You were always like a sister to me, too." admitted Shadow as the other Sonic Heroes join in on the group hug. Rouge pulled back from the group hug before wiping the remaining tears and turn to Azmuth.

"Azmuth, I'm ready." assured Rouge.

"Alright. Before I blast you, I should warn you that the device was untested." warned Azmuth.

"Test it on me first. I don't want Rouge to suffer any possible side effects." said Ben before closing his eyes. Azmuth nodded before blasting Ben with the DNA repair gun, creating a green flash. When the flash died down, standing in the place where the flash occurred is human Ben. Ben opened his eyes before looking at his body in awe.

"I'm me, again." said Ben as Gwen hugs him.

'I'm glad you're human again." admitted Gwen as she pulls back from the hug before Kevin pulls Ben in a headlock and gives him a noogie.

"I'm glad you're not a rodent anymore." said Kevin, making the three hedgehogs glare at him.

"No offense." said Kevin as he releases Ben from the headlock.

"Now that the test was successful, Rouge, would you step forward, please?" asked Azmuth politely as Rouge steps forward. Azmuth blasts her with the DNA repair gun, creating a pink flash. When the flash died down, Ben instantly dropped his jaw. Standing in Rouge's place is a teenage slightly tanned girl with white hair in the same style (except for the ears), the same jumpsuit (that now exposes her cleavage, causing Ben to blush), blue eye shadow, red lipstick, and the most gorgeous teal eyes that Ben has ever seen.

"Rouge, is that you?" asked Ben with a brighter blush. Rouge smirks at this reaction before walking up to Ben, revealing that she is a few inches shorter than Ben.

"It's me, and if that's not an answer..." paused Rouge as she kisses Ben passionately on the lips before wrapping her arms around his neck. Ben became wide-eyed but shortly closed his eyes before kissing back and wrapping his arms around Rouge's waist. Everyone smiles at this scene, even Sonic.

"That is definitely Rouge." commented Shadow as Rouge pulled back from the kiss.

"Wow." was all Ben can say about that kiss.

"That was the best kiss of my life." commented Rouge with a smirk.

"Same here." replied Ben.

"And to make this moment better.." paused Azmuth as he snaps his fingers before the Omniverse Omnitrix appeared. Everyone gasped when they recognized the device.

"Is that a new Omnitrix?" asked Rouge as she pulls back from Ben.

"The Omnitrix. Ben was using the prototype I have created 6 years ago. I have been working on this one ever since." answered Azmuth. Ben looks at it before turning to Azmuth shaking his head.

"Sorry, Azmuth, but I can't take the new Omnitrix." apologized Ben as everyone gasps in shock.

"Why?" asked Azmuth after he recovered from his shock.

"Because I already know someone who deserves it." answered Ben as he turns to Rouge.

"Me?" asked Rouge surprised.

"Yeah, you've saved lives with me for the pass month, and expected nothing in return. Not to mention that you're nice, selfless, brave, strong, and also willing to risk your life to save people. You never killed bad guys because you knew that if you did, you would be no better than them. When I needed to do solo missions, you understood better than my ex. I couldn't ask for a better girlfriend." admitted Ben. Everyone smiled for Ben's heartfelt speech. Azmuth turns to Rouge smiling.

"Alright, but before I give you the new Omnitrix, what's your favorite color?" asked Azmuth.

"Pink." answered Rouge. Azmuth nodded before tapping on the Omniverse Omnitrix until the green part changed to pink.

"There we go." said Azmuth as he approaches Rouge before she kneels down. Azmuth jumps and puts the Omniverse Omnitrix on Rouge's left wrist. Tails flew over Rouge's shoulder to look at the Omniverse Omnitrix, but notices one difference.

"Azmuth, how can she transform? The controls look different." asked Tails as Rouge stands up.

"I'm glad you ask. You put your first two fingers on the faceplate and a holographic wheel with the aliens faces on and as you keep your on it, the wheel will turn. When you find the alien you want you take the fingers off making the faceplate remove itself and reveal the core which you then push down, and you will change." explained Azmuth. Rouge nods in understanding before Azmuth snapped his fingers as a green portal appeared behind him.

"I believe it is time for your friends to go back home." said Azmuth as the Sonic Heroes enter the portal, one by one while waving goodbye. Omega stopped before opening a compartment and pulling out a picture the Sonic Heroes took with Ben and giving it to Rouge.

"Keep it as a reminder of us." suggested Omega before entering the portal. The Plumbers smiled sadly, already missing their new friends.

Done. Sorry it took weeks for this update, but I have school. Don't worry, I'll make a sequel of this story in a few weeks. Don't forget to vote in my poll for the ghost from Danny Phantom that Ben will scan on a crossover I'll make in March.