Disclaimer: This is a non-profit fan fiction made, by me. Ben 10 is copyrighted to Man of Action and Cartoon Network, Stan Hopkins and Nibbler are custom characters made by me. All rights reserved for all owners and companies.

Author's Note: It's finally here in my opinion what is the most emotionally challenging chapter of Stan 10 I have written.

So much stuff happens to Stan and his group that this is the chapter where they will all be changed forever.

Anyway, let the last chapter for Part 3 of Stan 10 commence.

Italics: Thinking.

Bold Italics: Thick deep voice.

Bold Text: Large creature talking.

Chapter Forty-Three: 'Secret of the Omnitrix.'

Somewhere in an old abandoned Nuclear Reactor facility...

Creak... Groan... Rumble...

It was dark and black.

Groaning, Ben Tennyson slowly opened up his bright green eyes which had a white tint to them and noticed he was dangling upside down inside a large Nuclear Reactor facility.

"Oh, man..." Ben groggily muttered out before he noticed he was dangling upside down with a chain wrapped around him.

"Oh good, you're finally awake." Gwen then snarkily joked next to Max who was also tied upside down with a chain.

"What happened? And why are we tied upside down?" Ben then muttered out with Nibbler taking over at the end.

"Dr Animo tied us here before he separated us from Stan," Max explained back to Ben.

Annoyed, Gwen then snarkily declared, "You know Grandpa, I hear that normal kids normally spend their summer vacations at the beach or the mall. Oh, that's right, we were supposed to go to the mall today."

Ben chuckled slightly before Max sighed and said to Gwen, "Sorry honey, we got a little sidetracked."

"Well, whatever the case, we need to get out of here." Nibbler then remarked back to the group.

Down below the group who were tied up, Dr Animo was grinning madly to himself preparing his latest plan for world domination.

Flick! Whirr! Rumble... Groan...

Adjusting some knobs and buttons on a nuclear reactor which he had hardwired up with a personal computer, Dr Animo then declared, "This nuclear reactor is the perfect way to detonate my DNA bomb into the atmosphere and de-evolutionize the world!"

CRAKA-BOOM! Rumble...

A loud explosion then shook the nuclear reactor facility before everyone glanced at the hole in the wall which had smoke in it.

"Took him long enough." Ben then snarkily joked out to the others.

As the smoke cleared up, it revealed Gadget Cat clutching onto the Alpha Disruptor with a determined look on his face.

"Okay Dr Freakzoid, Science class is cancelled!" Gadget Cat bluntly declared aiming the Alpha Disruptor directly at him.

"You fool! In less than a minute, the world will receive a lesson it will never forget! In the meantime meet, my latest creation!" Dr Animo bluntly taunted Gadget Cat before a large mutated hornet which was the size of a bus appeared.

"Bring it on. I'll blow up that bug!" Gadget Cat muttered out before he aimed the Alpha Disruptor and fired out a huge blast of nano energy at some explosive barrels on the ground.

Flick! WHIRRR... BLAST! ZAP! SPARK! CRAKA-BOOM! CRAKA-BLAST! Rumble...

As the explosive barrels blew up, the mutated hornet was engulfed in the flames.

Thinking it had been beaten, Gadget Cat placed the weapon on the ground and leant to the side before he muttered out, "Oh yeah! Being a Lombax is awesome!"

However, the mutated hornet then emerged from the flames before it zipped down towards Gadget Cat.

WHOOSH! ZIP!

Grinning, Gadget Cat then ran forward before yelling out, "Cannonbolt!"

FLASH!

A bright flash of green light then appeared which revealed Cannonbolt rolling in his ball form managing to avoid being attacked by the mutated hornet.

Whirrr... Rumble... WHOOSH!

Now in his ball form, Cannonbolt then jumped upwards before he called out, "Shocksquatch!"

FLASH!

Another flash of green light saw Shocksquatch appear who slammed his electrical fists together before hurling electricity towards the mutated insect.

WHOOSH! ZAP! SPARK! KA-BLAM! KA-BOOM!

"HISS!" The mutated hornet hissed outback flying towards Shocksquatch who crashed onto the ground and managed to duck avoiding the mutated insect's attack which destroyed some computers he was near.

CRASH! ZIP! CRACK! WHAM!

FLASH!

Another flash of bright green light revealed Spitter who inhaled up his cheeks before firing out a huge blast of greenish-yellow acidic spray from his mouth directly towards the mutated hornet.

Rumble... HISS! SPLAT!

The acid missed the hornet and crashed onto the nearby ceiling where the Tennyson trio was dangling from.

"Hey, Spitter! DNA bomb ticking down over here, remember?" Gwen then reminded Spitter.

Running forward, Spitter then belched out, "I've got this!"

Before he fired out more greenish-yellow acidic spray from his mouth towards the chains holding the group together.

Immediately, Ben fell and allowed Nibbler to overtake him before the large Symbiote aimed his hand out and fired out a pair of tendrils at the roof before he swung off upwards and landed on the floor rolling to a halt.

Splat... Slither... Squelch... WHOOSH! SLITHER! KA-SPLAT! KA-THUD!

Whilst that happened, Max, took out a grappling gun from his utility belt, grabbed hold of Gwen and fired it upwards at the roof before they landed on the ground near Nibbler.

WHOOSH! SWING! GRAB! THUNK!

The mutated hornet then flew down to attack them, but Nibbler roared out, "RARGHH!" And tackled the large bug onto the ground.

WHOOSH! SMACK! KA-CRASH! FLASH!

After changing into Heatblast from Spitter, Heatblast glanced at Dr Animo and told him, "Give up Animo! You've lost like you always do!"

"Not this time Hopkins! Not even you can generate enough heat to melt this bomb's casing!" Dr Animo bluntly warned Heatblast.

"If I can't shut it down, then I'll just have to turn it up!" Heatblast declared before he cupped his hands together and fired out a massive heatbeam from them.

WHOOSH! KA-BLAST! WHAM! CRASH!

As the heat-blasted into the DNA bomb, Heatblast continued to generate an extreme amount of heat from his body which caused the air around him to fizzle and get hotter.

HISS! FIZZLE! Rumble...

"Come on... Come on..." Heatblast muttered under his breath determined to turn the DNA bomb off.

"Stan! You don't know what that thing is going to do!" Gwen warned Heatblast before Nibbler boomed out, "We agree! Stop that attack!"

"Can't be any worse then what's going to happen if I don't!" Heatblast shouted back before he yelled out, "HA!"

As the heat pressure increased even more, the ground around Heatblast began to crack and fall apart whilst the DNA bomb began hissing with steam leaking out of the pipes and rubble falling off it.

Crack... Crumble... HISS! SNAP! CRACK! Groan...

The platform that Dr Animo was on then began shaking with the computer time giving off electrical green energy.

ZAP! SPARK! Rumble...

"NOOOOO! You damn brat! You're overloading the system!" Dr Animo then yelled out pleading to Heatblast to stop what he was doing.

"That's the idea," Heatblast remarked before he noticed more pipes and valves on the DNA bomb explode with steam erupting off it.

CRAKA-BOOM! KA-HISS! KA-CRACK! Rumble...

Inside the reactor, the water in it hissed and bubbled with the steam valves popping up to the max before they fell dead and cracked.

CRAKA-RUMBLE! CRAKA-HISS!

"Oh no..." Max muttered out before he told Gwen and Nibbler, "We might want to find cover."

"Warning! System overload imminent!" The automated announcer then blared out to the group as the DNA bomb then shout down and deactivated.

HISS! POP! Rumble...

Stepping back, Heatblast then muttered out to the others, "See, everything's fine."

The DNA bomb then shook before it erupted giving off a massive explosion of orange DNA energy towards the group.

Immediately, Nibbler grabbed hold of Max and Gwen before diving down to cover nearby whilst Heatblast had seconds to react.

"Wait... What's..." Heatblast muttered out before the DNA wave blasted over him.

CRAKA-BOOM! KA-RUMBLE!

The force of the explosion blasted Heatblast in the air with the Omnitrix symbol on his chest sparking and glowing with bright and violent orange energy.

ZAP! SPARK! Rumble...

Heatblast then tumbled onto the ground before he was engulfed in a flash of bright red light which had an orange tint to it.

BEEP! BEEP! ZAP! SPARK! KA-FLASH!

Slowly emerging from the flash of bright red light, a groggy Stan stumbled upwards and blinked his blue eyes.

"Ugh... What happened?" Stan questioned to himself before he noticed the Omnitrix in its red recharging mode with it glitching out, "Warning... Omni... Energy... Supply is low... low... low... Recharge Mode... Activated..."

Paying no attention to the Omnitrix, Stan looked up and noticed Dr Animo riding on his mutated hornet.

"You may have ruined my plan today Hopkins! But there's always tomorrow!" Dr Animo yelled out before the mutated hornet flew off.

WHOOSH! ZIP!

Regaining his bearings, Stan stumbled upwards before Ben, Gwen and Max ran over to him.

"Stan! Oh, thank goodness you're alright." Max remarked before he asked Stan, "Are you okay?"

Shaking his head briefly, Stan then told him, "Other than feeling dizzy as usual, I feel fine."

"Seriously? You just got blasted by a DNA wave that could have you roasted you out from the inside." Ben then bluntly told him.

"Heatblast protected me from being mutated because that DNA wave would have scrambled me." Stan pointed out to Gwen.

The Omnitrix then beeped out loudly in a slower fashion than usual with the device on Stan's right arm glowing an eerie dark Orange colour.

Beep... Beep... BEEP! Beep... Rumble...

"What's up with the Omnitrix? It's glowing orange." Gwen then informed the group.

Noticing what was happening, Stan looked down at his right arm and nervously muttered out, "Uh, oh. That can't be good."

"Warning... Warning... System... failure detected... SDM Mode activated... Master Control and other features deactivated... Have a very... very... very... safe... safe... safe... day..." The Omnitrix darkly beeped out with the voice modulator failing.

Little did anyone know that the interior of the Omnitrix was soon baked in a dark and depressing bright orange colour which quickly replaced the vibrant and bright green colour in the inside of the Omnitrix.

BEEP! BEEP! BEEP! FLASH! Rumble...

The Omnitrix then flashed orange a few times before the dial flashed green again and beeped out, "Normal functions now activated."

"Never had green that fast before." Stan mused before he told the others, "I think I can go alien again."

"Hold on a minute! We don't even know what that DNA wave did to the Omnitrix and what the consequences could be." Max nervously explained to Stan.

"There's no time! We need to stop Dr Animo! So it's time to use Stinkfly!" Stan declared before he tapped down the Omnitrix core and was engulfed in a flash of bright green light that had an orange tint to it.

BEEP! FLASH!

Stinkfly then hovered in the air briefly before the Omnitrix malfunctioned and changed Stinkfly again.

WHOOSH! ZAP! SPARK! FLASH!

"ROAR!" Wildmutt roared out running forward before he was changed into Krystalion.

ZAP! SPARK! WHOOSH! FLASH!

"Huh?!" Krystalion then shouted out before he was changed into Grey Matter.

ZAP! SPARK! WHOOSH! FLASH!

Now stuck as Grey Matter, the Galvan frowned and reminded himself, "No problem. I can just change into someone else. Upgrade!"

Expecting Upgrade to appear, Grey Matter blinked his green frog-like eyes before he frowned and muttered, "Great... the Master Control function is broken again... Sometimes I hate the Omnitrix!"

The Tennyson trio then gathered around Grey Matter with Ben then asking Grey Matter with Nibbler taking over at the end, "Oh great... How are you planning on catching up to Animo now, Galvan?"

"Simple, we improvise." Grey Matter replied to Ben with a smirk on his face.

A few moments later further in the Nuclear Reactor facility...

WHOOSH! ZIP!

Dr Animo was flying on his mutated hornet when he musued to himself, "Someday my pet... That snot-nosed brat will be beaten at my hands..."

"In the meantime! Here's yours!" Grey Matter shouted out Dr Animo turned around and noticed Grey Matter flying on Ben's hoverboard right before...

WHOOSH! SMASH! CRACK!

Much like last time, an old rotten tooth flew out of Dr Animo's mouth with his goggles breaking on his face.

"GAH! MY TOOTH!" Dr Animo cried out spitting out saliva whilst Grey Matter was stuck on Dr Animo's face.

Meanwhile, Ben's Hoverboard flew off to the side right before Nibbler jumped up and caught it mid-air.

WHOOSH! GRAB! THUNK!

"Gotcha!" Nibbler boomed out before he landed back on the ground and shrunk back inside allowing Ben to take over.

Splat... Slither... Squelch...

Now climbing over Dr Animo's body, Grey Matter clambered down to Dr Animo's chest and began tickling him causing Dr Animo to scratch his body whilst his mutated Hornet crashed into steam pipes.

WHOOSH! SMASH! BLAM! CRASH!

Dr Animo then peeled Grey Matter off his body and taunted him with, "Time to cut this pygmy punk down to size!"

"WOAH!" Grey Matter yelled out before he was hurled towards a boiling acidic vat only for Ben to fly in using his hoverboard and catch Grey Matter.

WHOOSH! ZIP! GRAB!

"Got you!" Ben then shouted out to Grey Matter who smiled and told him, "Thanks for saving my life!"

Thinking he had escaped, Dr Animo smiled before he turned around and saw an industrial wall waiting for him.

"ARGHHH!" Dr Animo screamed out before his mutated hornet collided into it before they both fell onto the ground with steam hissing out.

WHOOSH! SMASH! CRASH! WHAM! HISS! Rumble...

Now beaten and pinned under his giant mutant hornet, Dr Animo whispered out, "No... Not again..." Before he became unconscious.

"Oh, that's going to leave a mark." Nibbler snarkily joked out to Ben and Grey Matter who laughed on the hoverboard.

However, the Omnitrix symbol on Grey Matter then beeped red numerous times right before Grey Matter transformed back into Stan via the flash of bright red light that had an orange tint to it.

Stan, Ben and Nibbler then fell off the hoverboard towards one of the boiling acidic vats causing them to scream out, "ARGHHH!" "ARGHHH!"

However, Gwen managed to save them.

A bright pink forcefield then surrounded Ben and Stan with Ben's hoverboard falling into the acidic vat below them.

WHOOSH! BZZTT! ZAP! SPARK! SPLASH! HISS!

Feeling sad at the loss of his hoverboard, Ben then cried out, "Not the hoverboard!" Before he sighed in sadness relieved that he was still alive.

Meanwhile, Stan had looked up and muttered out, "Huh? What just happened?!"

Nearby, Max then ran up to Gwen who had held out her left hand which was glowing pink with Mana energy whilst her right had had her spellbook out.

"You're getting good at some of the spells in that book." Max remarked back to Gwen causing her to smile and mutter out, "Practice makes perfect!"

Thirty mins later outside a mountain range...

WHOOSH! SCREECH! Rumble...

The Rust Bucket drove out of a large tunnel with the RV heading back towards civilization.

"That was awesome!" Ben then yelled inside the RV with Nibber taking over briefly.

"Awesome?! We nearly blew up a nuclear reactor for crying out loud!" Stan then bluntly reminded Ben and Nibbler.

"Well, now we get to do something I want to do for a change." Gwen then informed the boys inside the RV.

"What?! Oh, man..." Ben muttered out in disappointment before Stan sighed and said, "I don't mind. We just need a long break."

Thirty minutes later inside the American Dream Mall...

It was a busy and day in one of the largest shopping malls in the country with some people being extra careful due to the U.S. state of emergency last week.

In one of the shops dubbed the 'Rack,' Gwen and Max were observing clothes, whilst Stan was looking around at his own pace with Ben messing around near a mannequin performing Kung-Fu poses.

"Yeah! Hi-ya! Take that! And this!" Ben began before he finished with, "You're going down! Sumo Slammer's Death Blow!"

Attempting to punch the air, Ben then stumbled over and landed on the floor right before the mannequin groaned and tipped over sidewards right as the store owner caught it.

"This is a store. Not a boxing ring." The store owner warned Ben before she walked off with the mannequin in her hands with the head popping off and landing near Ben right as Stan then arrived on the scene.

"Seriously Ben? Why can't you just act normal instead of messing around in a public place?" Stan then questioned Ben before helping him up off the ground.

"It's summer vacation. We're meant to be having fun. Not shopping for clothes." Ben then snarkily told Stan before Nibbler remarked, "Plus we want to have fun."

"Well, your fun is going to get us kicked out of the store. So please stop messing around." Stan bluntly informed Ben and Nibbler.

Ben simply rolled his green eyes before Gwen called out to them, "How do you think these will make me look?"

"I'd think you'd look nice in that." Stan honestly admitted with Max saying, "You'd look lovely in all of them."

Ben simply remained silent and nodded back to Gwen in approval not wanting to cause any more trouble.

"But I don't know which one to pick." Gwen then admitted to the others.

"So? Just get them all." Ben remarked back to her with Nibbler taking over at the end.

"Thanks, everyone," Gwen admitted before she walked past them all to the changing room.

Max then faced Ben and Stan before he reminded them, "Let's not ruin Gwen's day alright?"

"What about ruining our day?" Ben began before he ranted out, "We're the one that's stuck in some clothing shop during our summer vacation."

Stan rubbed his hands over his face and sighed heavily under his breath before muttering, "Ben... We can't just fight super-criminals and aliens all the time. We need breaks."

"Stan's right. Gwen just wants a chance to feel normal again." Max informed Ben who rolled his eyes and stated, "Trust us. There's nothing normal about any of us."

"Huh?" Stan muttered out before everyone noticed Gwen wearing a bunch of different clothes that didn't suit her.

"This is so fun! Hey, can we go shoe shopping after this?!" Gwen asked the others.

BEEP! ZAP! SPARK! Groan...

The Omnitrix then beeped out on Stan's right arm and started giving off bright orange electrical energy with the central hourglass dial having bright orange colours flashing at the top rapidly.

"Hey! What the..." Stan muttered out holding his right arm with the dark orange Omni-Energy building up inside the Omnitrix.

BEEP! BEEP! BEEP! FLASH! Rumble... ZAP! SPARK!

Feeling his right arm tense in pain, Stan gritted his teeth before the orb of Omni-Energy exploded and blasted Stan directly into Gwen.

"GAH!" Stan screamed out before he crashed into Gwen and the store owner who was carrying a box of clothing.

WHOOSH! CRASH! WHAM!

Landing on his face, Stan groaned and noticed that part of the Omnitrix dial was now a bright orange colour which had overshadowed the normal bright green colour.

Stan also felt that his right arm was numb and tingling painfully.

"What just happened? Guh... My arm..." Stan thought before he clambered upwards with a strange dizzying sensation overtaking his body.

"Stan!" Gwen then shouted out at Stan causing him to turn around and come face to face with Gwen who yelled at him, "What is wrong with you?!"

"That wasn't my fault Gwen! The Omnitrix just blew up with energy! I don't know why!" Stan truthfully informed Gwen back.

The store owner then emerged from the pile of clothing who angrily glared at the kids.

Embarrassed, Stan gulped slightly before he noticed a bra had landed on his head.

"Sorry..." Stan quietly whispered under his breath whilst he casually removed the bra off his head.

A few moments later...

"And stay out!" A security guard yelled out to the group before he turned around and closed the door on the RV group in the evening outside.

"Banned from the American Dream Mall?! I've never been so humiliated in all my life!" Gwen angrily ranted before she gave a death glare to Stan who was hiding behind Max.

"That's not true," Ben then began before he snarkily joked, "You've been humiliated plenty of times worse than this."

"SHUT UP DOOFUS!" Gwen yelled back at Ben in response before she ranted out, "Stay out of this!"

"Well to be fair, we were getting bored in that lame mall anyway." Nibbler then snarkily joked out.

Furious, Max then pushed Ben and Gwen aside before telling them both, "Okay, that's enough! We're sorting this out right now."

Max then faced Stan before he told Gwen, "Look, Gwen. I didn't mean to get you banned from the mall! And I'm so sorry for my actions. I am."

Sighing, Gwen then calmed down before she told Stan, "Okay, I forgive you. But still, don't let it happen again."

"Good, now we'll all feel better after a good night's sleep," Max advised the kids who all yawned in agreement.

Several hours later that evening in a rural forest campsite...

It was a bright and peaceful evening with the stars twinkling in the bright night sky.

In the middle of a forested clearing was a wooden oak table along with the Rust Bucket which was quiet not moving.

Inside the RV, Stan was sleeping quietly under Ben's bed whilst Max and Gwen were sleeping quietly nearby.

"Zzzz..." Everyone snored out together right before a bright light filled the interior of the RV.

Rumble... Flash!

As the ground began shaking, Stan slowly woke up with his bright blue eyes scanning the area.

"Ugh... Morning already? Can someone please turn off the Sun?" Stan groggily yawned out to everyone else.

"*Yawn* It's three-thirty in the morning. The sun doesn't come up for another two hours." A tired Max explained to the kids who were now climbing out of their beds.

Moving towards the window, Stan noticed the ground shaking heavily with the nearby wooden table disintegrated under the mass of the object.

Crumble! CRAKA-RUMBLE!

As the ground began shaking, even more, the group exited the Rust Bucket and noticed a massive space ship that had the cockpit in the centre of the space ship along with a huge pair of landing legs stabilized the vessel allowing it to land on the grassy ground.

The space ship was known as the Resolute.

WHIRRR... KA-THUNK! WHAM!

With the Resolute now on the ground, the RV group noticed two figures emerge from the dust cloud surrounding the space ship.

"I don't know who they are, but they're going to think twice about giving us a wake-up call," Stan muttered out before he was going to activate the Omnitrix.

THUNK!

A diamond crystal shard then landed on the ground before everyone froze with Ben saying, "Woah... A Diamondhead crystal."

The figures then emerged from the fog showcasing Tetrax and Technorg standing together.

Tetrax was still wearing his signature suit of armour, and Technorg was also wearing an armoured suit instead of the simple clothing he had worn in the arena before.

"Good to see you again Stan." Tetrax began before he gave Stan the soldier's pose with a smirk on his face.

"Remember what I last said to you?" Technorg began before he finished with, "My life belongs to you." Before he too did the soldier's pose.

"Tetrax and Technorg?! No way!" Stan muttered out in shock and joy before he did the soldier's pose back and said, "Good to see you both again."

"Wait, isn't Technorg the guy you teamed up with on that gladiator ship?" Gwen asked Stan who nodded back and told him, "That's right!"

"And Tetrax, we haven't seen you since we took down SixSix together." Ben pointed out before he asked, "Why don't you come and meet my new friend?"

Nibbler's head then emerged from Ben's left arm.

Splat... Slither...

"Greetings fellow aliens. It is nice to meet some new friendly faces. My name is Nibbler." Nibbler informed Tetrax and Technorg.

"The pleasure is ours Symbiote," Technorg replied in response before Tetrax muttered, "Not often you see a Terran and a Symbiote bonded together. It's a first for me."

"Well, we haven't seen many of your kind around either Tetrax." Nibbler then informed Tetrax back.

"Anyway, How have you two been recent?" Max questioned the friendly aliens.

"I and my new partner here have been a little busy." Tetrax began before he finished with, "But we came as soon as we heard."

"Heard what?" Stan questioned Tetrax.

"Is this about the X-321 hoverboard? Well, we were saving Grey Matter whilst chasing down Dr Animo and we kinda zigged instead of zagged." Ben fully explained to Tetrax.

"I'm not here about the board, Ben," Tetrax told Ben.

"Really? Then why are you here?" Gwen questioned Tetrax.

"Our ship's scanners picked up the SDM signal from the Omnitrix," Tetrax informed everyone.

A cold silence gripped over the group before Max paled and muttered under his breath, "Oh my god."

Then Nibbler's white eyes gained a panicked look before he glanced over towards the Omnitrix.

"This? What do you mean?" Stan asked before he stated, "I thought the Omnitrix was just not working right again."

Max then stepped forward before he asked the aliens, "SDM? As in Self Destruct Mode?"

The kids all gasped in shock and horror with Stan freezing in shock speechless.

"I'm sorry, did you just say Self Destruct Mode?!" A shocked Gwen then asked Tetrax.

"That's right Gwen. The Omnitrix broadcasts a signal across the galaxy when it begins its countdown." Technorg informed Gwen.

Glancing back at the Omnitrix, Stan then quietly muttered out, "The Omnitrix... is going to destroy... itself?"

"Along with whoever is wearing it at the time," Tetrax informed Stan.

After hearing this information, Stan then rightfully freaked out.

"ARGHHH! THAT FREAKING DOES IT! WE NEED TO GET THE OMNITRIX OFF ME BEFORE I EXPLODE INTO NOTHING!" Stan loudly screamed out before he tried pulling the Omnitrix off his right arm.

Immediately, Gwen ran over and calmly told him, "Calm down! Panicking isn't going to help anyone fix this problem right now!"

Slowly but surely, Stan called down before he angrily muttered out, "Oh sure, keeping calm is a real opportunity right now."

"Stan, do you know what may have trigged the Omnitrix's self-destruct mode?" Tetrax asked Stan.

Frowning, Stan then remembered the critical mistake he had previously made.

(Flashback)

Earlier that same day in the Nuclear Reactor facility...

"Stan! You don't know what that thing is going to do!" Gwen warned Heatblast before Nibbler boomed out, "We agree! Stop that attack!"

"Can't be any worse then what's going to happen if I don't!" Heatblast shouted back before he yelled out, "HA!"

The DNA bomb then shook before it erupted giving off a massive explosion of orange DNA energy towards the group.

Immediately, Nibbler grabbed hold of Max and Gwen before diving down to cover nearby whilst Heatblast had seconds to react.

"Wait... What's..." Heatblast muttered out before the DNA wave blasted over him.

CRAKA-BOOM! KA-RUMBLE!

The force of the explosion blasted Heatblast in the air with the Omnitrix symbol on his chest sparking and glowing with bright and violent orange energy.

ZAP! SPARK! Rumble...

Heatblast then tumbled onto the ground before he was engulfed in a flash of bright red light which had an orange tint to it.

BEEP! BEEP! ZAP! SPARK! KA-FLASH!

At the same time back in the present day...

"There was this DNA bomb that Dr Animo had. I managed to stop it, but the device gave off this DNA wave and it blasted into the Omnitrix. But it must have overloaded the system." Stan fully explained to Tetrax and Technorg.

"We told you to be careful! But look at what you've done Hopkins!" A panicking Nibbler then boomed out from the side.

"Look! Tetrax and Technorg should be able to fix the Omnitrix." Stan confidently muttered back to Nibbler.

"I'm afraid we don't know how to deactivate the Omnitrix," Technorg said before Tetrax explained, "Only Azmuth would know how to do that."

"I've heard that name before..." Stan remarked before he asked Tetrax, "Who's Azmuth again?"

"The rumoured creator of the Omnitrix. The tales on him are sketchy at best with many legends surrounding him. No one is even quite sure what planet he lives on or if he's even alive any more." Tetrax fully explained to the group.

"So how are you going to find him?" Ben then questioned Tetrax and Technorg.

Leaning down, Tetrax examined the Omnitrix before he fully explained, "On my ship, I have the equipment we need to examine the Omnitrix for Azmuth's DNA signature. It's like an autograph on his work for you Terrans. Once we have that, we can scan the galaxy until we locate him."

Moving forward with Ben and Gwen, Max then asked Tetrax and Techorg, "How long until the Omnitrix self-destructs?"

BEEP! BEEP! BEEP! FLASH! Rumble... Groan...

The Omnitrix then beeped out numerous times with the orange and red colour continuing to expand and grow until one-quarter of the hourglass was orange.

"Judging from the pattern's repetition, I'd estimate less than four earth days." Tetrax pointed out causing Stan to mutter under his breath, "So I've only got less than ninety-six hours left..."

"We'd better get going. There's no telling who else has picked up the signal." Technorg informed the group.

"Oh well, guess I get to be the first Terran to leave the Solar System." Stan then muttered out to the others.

"You're not the first Terran to do that." Tetrax then informed Stan before he said, "We'll talk about it another time."

Ten minutes later outside the Resolute...

Before the space ship was ready to depart, Technorg was examining and checking the key parts of the superstructure near the cargo hatch whilst Tetrax and Stan were saying goodbye to the Tennyson trio.

"Sorry Max, but we can't run the risk of some alien somewhere recognizing you because of you're Plumber career," Tetrax informed Max who was stood next to Stan who was wearing his usual outfit.

"I understand." Max sadly stated before he faced Gwen and Ben by saying, "Anything you two want to say?"

"Just come back here alive in one piece." Ben told Stan with Nibbler's voice before Gwen told him, "Keep yourself safe out there."

"Always, And that's a promise I intend to keep," Stan told them both before he faced Max who kneeled near him and placed his hand on Stan's shoulder.

"Stan..." Max began before he told him, "I'm worried you might not be taking this seriously."

"Uncle Max, I promise that I am taking this seriously." Stan began before he remarked, "This is the big moment where everything changes for me. But we always win in the end."

"Yeah, but with our help. Thank you very much." Gwen then snarkily joked to Stan.

Smiling, Stan then promised the group, "I'll be okay. We'll find Azmuth, he'll fix the Omnitrix and I'll be back before you know it."

"Just try not to mess things up like we do okay?" Ben questioned Stan before he nodded and told Ben, "Always."

Tetrax and Technorg then walked onto the ramp before Stan moved forward and hugged Uncle Max.

"I love you so much, Uncle Max." Stan told Max causing him to reply, "I love you too Stanley."

Stan then moved away from Uncle Max and walked up the ramp with a determined expression on his face.

"Goodbye, everyone. Until we met again." Stan informed the group before Ben and Gwen waved goodbye to him.

"Please, take good care of my great-nephew." Max pleaded to Tetrax and Technorg.

"We will," Technorg promised him back whilst Tetrax nodded back to him.

Stan then waved goodbye with the cargo hatch of the Resolute closing.

KA-THUNK! WHIRRR...

Little did Max know that when Stan would return, he would be a changed person.

Once the cargo hatch closed, Stan turned around and spotted the interior of a futuristic ship with large open spaces and shelves that were stacked with futuristic technology and machines present in each part of the vessel.

"Woah... What is all this?" Stan questioned Tetrax and Technorg in awe and joy.

"Many of these devices and machines help keep the Resolute operational when for mundane purposes," Tetrax explained to Stan.

"Cool! That sounds fascinating." Stan then eagerly pointed out with a smile on his face.

"Yes, it is cool isn't it?" Technorg informed Stan.

"So how did you meet up with Technorg, Tetrax?" Stan then asked Tetrax with the group walking through the interior of the Resolute.

"Whilst I was travelling across the galaxy working on another mission, I found a lone escape pod floating in space." Tetrax told Stan before Technorg stated, "Using a tractor beam, he managed to snag the pod on board before he found me inside."

"So you talked and decided to become partners right?" Stan then guessed to the friendly aliens.

"Not at first, but after we talked about our experiences meeting you, we decided to become partners," Technorg explained back to Stan.

The group then approached a hovering platform which went upwards like a lift.

Thunk! Whirrr...

"So what materials are stored in this ship?" Stan questioned Technorg.

"Building materials such as Diamond and Gold," Technorg informed Stan.

"Wait, you use Diamond and Gold to build things in space?" Stan questioned the others.

"Yes, but what's used on Earth?" Tetrax asked Stan who told them, "We use Iron and Steel to make buildings. Plus we use Diamond and Gold as a form of money."

"Terran culture is baffling." Technorg then pointed out to Stan who rolled his blue eyes and snarkily joked back, "Well alien culture is weird to me."

The hovering platform then moved to the other level before it down a large corridor towards the cockpit of the Resolute.

Glancing his head to the side, Stan then noticed a variety of training items and equipment present.

"Woah! What's all that stuff?" Stan eagerly questioned Tetrax and Technorg.

"This is our training room. We have to stay in shape between missions." Technorg informed Stan before the hovering platform came to a stop near a glowing green chamber with four floating hoverboards in the room.

"This is my hover simulator. It can recreate over one thousand different courses. You're welcome to use it at any time." Tetrax explained to Stan.

"Thanks, but I'm not a fan of using the Hoverboard considering my past experiences with it," Stan replied to Tetrax scratching the back of his head.

The group then walked towards the main cockpit of the Resolute causing Stan's jaw to drop with him muttering, "Holy crap..."

The main interior of the cockpit was a 360 interactive holoscreen that was a bright yellow colour with some blue industrial lights above the holoscreen.

Above the floor was a cylindrical device which was connected to the roof with a series of control panels with yellow buttons operating each panel.

There was also a series of chairs present which had over the shoulder straps connected to a seatbelt present for different people to sit in.

"Looks like a video game." Stan pointed out before he walked forward to the control panel before something covered in orange goop appeared in front of him.

SPLAT!

"GAH!" Stan yelled out jumping up in shock noticing an orange goo alien that had two goopy antennae and three yellow eyes staring at him.

"An alien made of snot?!" Stan muttered out to the others.

"That's my pilot, Gluto. He's a Protost from the moon Myceto," Tetrax informed Stan with Gluto observing Stan at a close angle.

"Uh... Hello?" Stan questioned Gluto who grunted back softly in response and sat down in the control panel for the ship.

"Yeah, nice to meet you too," Stan informed Gluto before Technorg asked him, "I assume you're familiar with space travel protocols?"

Moving over to a nearby seat, Stan strapped himself in using the shoulder straps along with the seatbelt before he told Technorg, "I've been into space before. So let's get this over with."

Nodding back, Technorg and Tetrax then moved into some other seats which had been made for their sizes.

Once they were sat down and secure, Tetrax then ordered Gluto, "Initiate takeoff procedure Gluto."

Gluto nodded back before he used his tentacles to activate parts of the holo interface for the Resolute's engines which slowly activated.

Rumble... Whirr...

As the Resolute hovered off the ground, grass and leaves were sent flying on the exterior of the area before the spaceship flew upwards above the ground.

Inside the Resolute, Tetrax glanced at Stan before he nodded back to Gluto who interacted with the control interface more.

Flick! Rumble...

Once that happened, the Resolute blasted upwards out of Earth's bright blue sky before coming to a halt in near-Earth orbit.

CRAKA-WHOOSH! Rumble...

Confused, Stan opened his blue eyes and asked Tetrax, "Uh, why did we stop?"

"Brace yourself." Technorg warned Stan before Tetrax boomed out, "Approaching jump in three, two, one..."

The Resolute then entered a wormhole before it blasted off entering light speed with the Solar System now left behind.

CRAKA-WHOOSH! CRAKA-ZIP! Rumble...

As the Resolute blasted off from the Solar System and entered a colourful wormhole, Stan was blasted back into the seat before he shouted out, "So this is what a pancake feels like!"

The Resolute then exited the wormhole and entered interstellar space before it slowed down and entered a cruising phase through the Milky Way Galaxy to conserve fuel.

Once the Resolute came to a screeching halt, Stan opened his blue eyes before he felt the gravity around him becoming lighter.

Grinning, Stan then undid his seating belt before he floated upwards and giggled happily in Joy before declaring, "Alright! Zero-G Gravity!"

Stan then floated forwards and did the Superman pose before Tetrax boomed out, "Initiate artificial gravity!"

Gluto did that causing Stan to freeze before he fell and crashed onto the floor.

CRASH!

Peeling his face off the metallic ground, Stan sighed before he snarkily joked, "Space travel looks so much easier in Star Wars."

Tetrax and Technorg then glanced over Stan before Technorg reminded him, "I hate to interrupt your nap time, but we need to examine the Omnitrix."

Nodding back, Stan slowly clambered up off the floor before he followed, Tetrax and Technorg to the medical centre facility of the Resolute.

Meanwhile in another part of the cold depths of space...

Junk and broken debris surrounded a large ship which was very similar to the Chimerian Hammer with the larger ship absorbing energy and materials from the vessel via series of large and powerful tendrils.

Inside the ship, a humanoid alien ran for his life has managed to survive the massacre that had taken place.

However, from with the shadows, a pair of large blank white eyes gazed down at the alien with his downwards shark-like teeth glancing at his prey.

"Found you." The deep and evil voice of Frenzy boomed out before he took action.

A pair of large spikey swords then impaled the humanoid alien.

SPLAT! SLITHER! SLICE!

"Guhrgh..." The alien gagged out in pain before his body went limp with Frenzy retracting the spike sword back into his hands as the alien's body then landed on the floor dead.

SPLAT! SLITHER! KA-THUNK!

Shaking his hands briefly, Frenzy smirked before Jonah told him, "That was pretty good. Hunting down and killing those aliens."

"Agreed, who would have thought that we would end up coming into contact with a boss who wanted revenge just like we did?" Frenzy musued before he heard metallic stomping occur.

THUD! THUD! THUD!

Emerging from the darkness with his blood-red eyes, Vilgax stomped forward into the light causing Frenzy to bow before him.

"My master." Frenzy informed Vilgax who bluntly rasped out to him, "You may rise my valuable ally."

The bloodthirsty orange coloured Symbiote rose before the Chimera Sui Generis conquerer in response.

"What is the status report of our plan?" Vilgax questioned Frenzy who bluntly told him, "Your forces have taken control over this vessel. And we have ensured that all of the crew members are dead as per your command."

"Not quite. Follow me." Vilgax ordered Frenzy with the two alien villains walking together down a corridor before they approached an open airlock with three surviving alien crew members trapped inside who was shaking in fear.

"Why are you doing this?!" One of the crew members pleaded out to Vilgax.

Showing his shark-like teeth, Frenzy prepared to kill them only for Vilgax to block him.

"You're ship will be useful in my quest for the Omnitrix. And when I recover, I will exact my revenge upon the Terran who imprisoned me in that cursed Null Void hell!" Vilgax ranted out to the alien crew members with his red eyes twitching violently.

And once again, Stan's words got to him.

"Hey Vilgeek!, Rule number one, when capturing someone. Never turn your back!" Stan's voice taunted him along with Stan's giggling laughter in his head.

"But what are you going to do to us?!" One of the crew members asked Vilgax who then calmed down and decided to take action.

Vilgax simply ignored them before the airlock door sealed shut with him placing a claw on the control panel of the airlock.

Flick!

"ARGHHH!" The muffled screams of the alien crew members shouted out before they were no longer present.

Frenzy chuckled in response to their demise before a robotic drone walked over to Vilgax and Frenzy.

"Report." Vilgax ordered the robotic drone which explained, "My lord. We have intercepted a signal. It appears to be from the Omnitrix."

Flick!

The robotic drone then showcased an intergalactic map of the Milky Way galaxy with the Omnitrix signal beeping from space.

"The Omnitrix in space? What is Hopkins up to?" Vilgax questioned the robotic drone with Frenzy watching on from the side.

"My lord, our forces caught wind of a signal emerging from the Omnitrix several Earth hours ago. We believe that something has happened to the Omnitrix." The robotic drone explained to Vilgax.

"If that is the case, then perhaps killing him will be easier then I imagined..." Vilgax pointed out before Frenzy smirked and muttered, "then maybe that traitor Nibbler is with him as well..."

At the same time back on the Resolute...

Lying on a futuristic surgery gurney, Stan nervously gulped as Technorg slowly pulled down a large scanning machine over his head with Tetrax operating a control panel nearby.

"Ready?" Technorg questioned Stan causing him to snarkily remark, "Oh yeah sure... Would no be an option?"

"Don't worry, I've had many of these tests performed on myself. Never felt a thing." Tetrax informed Stan.

"Yeah, but I'm not a Petrosapien with diamond-hard skin," Stan remarked back to Tetrax.

"He does have a point, Tetrax. Terrans are one of the more fragile creatures in the Universe." Technorg informed Tetrax.

"Good point." Tetrax remarked back before he placed a virtual reality headset over his face and said, "Let's get started."

A holographic user interface then appeared in front of Tetrax with Technorg standing by and watching.

Using his fingers, Tetrax caused the large scanning machine to go directly over Stan before the bottom one followed up engulfing Stan in darkness.

Whilst that happened, the machine scanned Stan's body and DNA via a thermal scan showcasing his vital organs before the scanner went down to the Omnitrix that was clamped on Stan's right arm.

The next thing Stan knew was that as he opened his blue eyes, he noticed he was in some kind of virtual reality projection.

Looking up, Stan then noticed a green outline of his body pull up against him before it focused and zoomed in on the Omnitrix.

The Omnitrix was then disassembled into all the various components of the device before it showcased the main CPU of the device.

Glancing over the Omnitrix hologram, Tetrax and Technorg scoured the device readings before Tetrax muttered out, "Can't find Azmuth's DNA signature anywhere."

"It's got to be there somewhere," Technorg said hoping to have motivated Tetrax to keep looking.

"Do you have any idea's where it could be Stan?" Tetrax then asked him.

"Uh..." Stan muttered out thinking before he smiled and said, "Eureka! Whenever someone gets a watch back on Earth, they tend to engrave their writting on the back of it."

"Of course!" Technorg boomed out causing Tetrax to smile and scan the back of the Omnitrix noticing some alien writting on there.

"Found it." Tetrax informed Stan causing him to smile and declare, "Phew... I guess things will turn out alright after all."

A few minutes later inside the mapping room of the Resolute...

Techorg was leaning against the wall, whilst Tetrax and Stan were sat down on chairs with Tetrax inputting information into a mapping computer.

"By using this mapping system, we should be able to scan for Azmuth's DNA signature throughout the galaxy," Tetrax explained to the others.

"I recognise some of these star systems," Stan then pointed out before he rambled on, "See that triple star system there? That's the Alpha Centauri System which is the closet star system to Earth."

"Any other star systems you recognise?" Technorg questioned Stan who pointed out, "Well there's Barnard's Star to the west of the Sun."

BEEP! BEEP! BEEP!

The computer then beeped out the map location causing Tetrax to frown and mutter, "That can't be right."

"What's wrong?" Technorg then muttered out to Tetrax before he frowned as well.

"Okay, so what's the problem?" Stan questioned the others before Tetrax told him, "According to this map, Azmuth is on Incarcecon."

"Is Incarcecon some kind of intergalactic prison?" Stan questioned the others.

"Yes, Incarcecon is the Prison Planet for this galaxy." Technorg explained before he pointed out, "The worst aliens in the galaxy are held there. Ranging from small-time criminals to violent and psychotic killers."

"From what I've heard, over two million intergalactic aliens within this region and possibly the other galaxies are imprisoned there." Tetrax also musued.

"Okay, but why would Azmuth be locked up in jail?" Stan questioned the others.

"How should I know?" Techorg pointed out from the side.

"It may be because of how many people perceive the Omnitrix to be a weapon of mass destruction. So he was locked up as a result." Tetrax theorized before he muttered out, "But we've got a job to do. Gluto set a course for Incarcecon."

Gluto nodded back before he inputted some controls into the holographic interface he was using.

"Now hold on a moment, I think that Azmuth didn't mean..." Stan began only for an alarm to blare out across the ship.

HONK! HONK! HONK!

"Security breach on the lower level! We've got intruders." Tetrax then warned the others.

Stepping away from the wall, Technorg flexed his metallic sphere like arm which hissed briefly before he remarked, "Sounds like things just got more exciting."

"Still have that old grand champion vibe huh?" Stan then jokingly muttered to Technorg.

A few moments later...

Technorg observed his large robotic mace and rubbed with it his normal hand whilst Tetrax took out his laser pistol and cocked it.

"We have to assume the worst, so we'll split up and cover more ground," Tetrax advised the others.

"Got it, I think Blitzwolfer is the best choice for this situation." Stan then told others before he activated the Omnitrix.

BEEP!

As the green dial rose with the orange countdown in the background, Stan then tapped down the Omnitrix core and was engulfed in a flash of bright green light that had an orange tint to it.

BEEP! FLASH!

"Loboan DNA Sample activated..." The Omnitrix symbol on Blitzwolfer's chest brokenly beeped out before Blitzwolfer flexed his claws and stared at Tetrax.

"Good thinking. The Loboan's keen senses should be able to sniff out the intruder." Tetrax informed Blitzwolfer who smirked and muttered out, "At least he's better then Wildmutt."

Whirrr... THUNK! Flick!

The moving platform then came to a stop in the cargo bay before Tetrax and Technorg walked off down different corridors with Blitzwolfer walking down the last corridor.

"I'm doing the right thing here. I just need to keep moving forward and be aware at all times." Blitzwolfer thought to himself walking down the corridor before he accidently knocked over a supply crate on the floor.

WHOOSH! CRASH!

Immediately, Technorg and Tetrax aimed their weapons at the nearby corridor only for Blitzwolfer to sheepishly peeks his head out and say, "Sorry."

Tetrax and Technorg simply continued looking around before Blitzwolfer crouched down on all fours and sniffed the ground.

Sniff... Sniff...

Detecting a trail and thinking someone was nearby, Blitzwolfer then sprinted on all fours before he rounded a corner and came directly to a halt.

"Gwen?! Ben?!" A shocked Blitzwolfer yelled out.

"Paws off fido." Gwen then snarkily told Blitzwolfer before Ben then stated with Nibbler taking over, "Save the mad wolf routine will you?"

"What are you two doing here?" Blitzwolfer then questioned the others.

Holding out his left arm, Nibbler then emerged from it before he bluntly told Blitzwolfer, "We certainly did not want to be here with you."

Splat... Slither...

"But Gwen here suggested that you could use the backup." Ben then informed Blitzwolfer.

Gwen smirked and crossed her arms before she told Blitzwolfer, "So we both sneaked onto this spaceship together."

"Seriously?" Blitzwolfer began before he rambled on, "I think it's great you two want to help me. But what about Uncle Max? I doubt he's feeling happy right now."

The kids shrugged back before Blitzwolfer sighed and leaned against the wall with his right clawed hand then accidently pressing a glowing red button triggering a loud red alarm.

Flick! HONK! HONK! HONK!

A pair of double doors then opened behind the group which turned out to be an airlock hatch with the air pressure being dragged outside.

CRAKA-WHOOSH! CRAKA-RUMBLE!

"Stan you idiot!" Ben then shouted out before he aimed out his hands and fired out a pair of large greenish tendrils with brown veins towards a nearby wall.

WHOOSH! SLITHER! KA-SPLAT! KA-THUD!

Using his arms, Nibbler then manoeuvred Ben's body forward before he turned around and stuck Ben's back to the wall using his stickiness to the wall.

KA-SPLAT! KA-THUNK!

Whilst Ben and Nibbler had done that, Blitzwolfer attempted to drag his claws onto the floor whilst Gwen grabbed hold of the nearby wall with her hands.

However, each of the group was slowly dragged forward right before Gwen yelled out, "I can't hold on any longer!"

Ben tried to reach out his arm to grab hold of Gwen, but she ended up losing her strength and was nearly blasted off into space.

"ARGHHH!" Gwen screamed out in shock before Ben yelled out with Nibbler's voice fully taking over, "GWEN! NO!"

WHOOSH! GRAB!

However, Blitzwolfer's back leg then grabbed hold of Gwen before the Loboan yelled out, "Gotcha! Now hold on!"

Then to make things worse, Ben ended up peeling off the wall before he too ended up tumbling sidewards with him screaming out, "ARGHHH!"

Like last time, Gwen ended up grabbing hold of Ben by his right hand saving him.

As this happened, however, Blitzwolfer slowly lost his grip on the structure with the Omnitrix symbol on his chest then beeping red.

BEEP! BEEP! BEEP!

"OH NO!" Blitzwolfer then screamed out right before...

THUNK! THUNK! BLAM!

Tetrax fired out a pair of jagged crystals towards the control panel closing the airlock hatch with the kids crashing into before Blitzwolfer then transformed back into Stan via the flash of bright red light that had a slightly bigger orange tint to it.

FLASH! KA-THUNK! WHAM!

Peeling off the airlock door, Stan then crashed onto the ground facefirst whilst Ben and Gwen slid down feeling woozy and dizzy.

"Ugh... You okay guys?" Gwen then questioned the boys before the Omnitrix then brokenly beeped out... "Warning... Omni-Energy supply... is low... low... low... Recharge... Mode activated..."

"Just peachy." Ben snarkily muttered out before Stan looked up and groggily murmured out, "I'm fine, just feeling a bit dizzy that's all."

Rolling her green eyes, Gwen then helped Ben and Stan clamber up from the ground before the three kids noticed Technorg and Tetrax nearby.

"What happened?!" Technorg questioned Stan in concern and worry.

"The door must be defective. It just flew open." Stan remarked shrugging back in response with the Omnitrix dial now a bright red colour.

"Ben, Gwen, Nibbler?" Tetrax began before he looked at Ben and Gwen who waved back nervously before Tetrax asked them, "You're the intruders?"

"Sorry guys." Gwen began before she fully explained, "We both just couldn't leave Stan behind since the four of us are a team. Plus he could use some help finding Azmuth."

"That's right. And best friends always help each other out." Ben remarked before he frowned and whispered out, "Nibbler..."

"Fine! We didn't want to be here, but Gwen insisted we come and help out." Nibbler then bluntly remarked back.

"Anyway, why don't we let you guys know what we've learnt." Stan then informed the others.

"We've learnt that..." Tetrax began only for the Omnitrix to beep negatively numerous times.

BEEP! BEEP! BEEP! FLASH! Groan... Rumble...

The hourglass of the Omnitrix then increased with the orange colour now engulfing the device to nearly half for the red colour with one of the matching buttons now glowing orange instead of green.

"The countdown appears to have accelerated!" Technorg then informed Tetrax who frowned back and muttered out, "We have to check something out. Feel free to keep yourselves occupied in the meantime."

As Tetrax and Technorg walked off, the kids nervously looked at the Omnitrix worried about what would happen next.

Ten mins later inside the hover simulator...

WHOOSH! ZIP!

"WAHOO!" Ben yelled out in delight flying through a virtual reality simulation of Earth's sky on a Hoverboard whilst Gwen and Stan were sat down nearby.

"Aren't you worried that the self destruct countdown for the Omnitrix has sped up?" Gwen questioned Stan with a worried look on her face.

Glancing back at Gwen, Stan sighed before he truthfully remarked, "I'm not just worried, Gwen. I'm terrified because the Omnitrix is falling apart and could end up potentially killing me."

"It just doesn't affect you though." Ben then told Stan before he pointed out, "What about Grandpa and our parents?"

"I'm sure none of them would want you to get vaporized." Nibbler truthfully informed Stan back.

Sighing, Stan then clambered up before he reminded the others, "Look, Technorg, Tetrax and I have it covered. We'll find Azmuth, get him to fix the Omnitrix and things should go back to normal I guess."

"Tetrax said Azmuth will deactivate the Omnitrix, not fix it." Gwen then reminded Stan.

"Yeah, I know he will." Stan remarked before he rambled out, "It's either he fixes the Omnitrix or removes it. I'm fine either way because I can have the chance of living a normal life again after all this time."

"Seriously?" Ben asked Stan leaping off the Hoverboard with the VR simulation coming to an end.

Thunk!

"But what about kicking alien ass and all that?" Ben then asked Stan with Nibbler taking over at the end.

"Look you two, There's no way that we can keep fighting super-criminals and aliens that come to Earth for the rest of our lives." Stan fully explained before he stated, "At some point, were going to have to call it quits and retire."

Ben frowned slightly before he pointed out, "Well our future selves are a big fat no that answer."

"That may be the case, but that's just one possible future." Stan remarked before he quoted, "The future isn't set in stone."

Gwen then stepped forward and told the guys, "Okay, so you both have differing opinions. Now back to the matter at hand."

Before Stan could say anything else, Tetrax and Technorg then entered the hover simulator.

"I'm afraid that Gwen's right Stan," Technorg stated to Stan.

Tetrax then fully explained to Stan, "Truthfully we thought that you would be relieved to have it off. And we were right. You've done well with the Omnitrix, better then any Terran could have. But now you can have a normal life again."

"Honestly, after everything I've been through, I'm torn on that idea." Stan stated before he informed Tetrax, "But if it means keeping the Universe safe and allowing me to have a normal life again. I'm all up for it."

"Unfortunately, the computer confirmed our fears." Tetrax began before Technorg finished with, "The more you use the Omnitrix, the faster the big Ka-Boom approaches."

"What Technorg is saying, is that the transformations of the Omnitrix speed up the countdown. So to be safe, you shouldn't use the Omnitrix again Stan." Tetrax fully explained to the group.

BEEP! ZAP! SPARK! Groan...

The Omnitrix then beeped out on Stan's right arm and started giving off bright orange electrical energy with the central hourglass dial having bright orange colours flashing at the top rapidly with the wind howling around Stan and the kids who gained shocked looks.

"GET DOWN EVERYONE!" Nibbler boomed out from with Ben terrified of what would happen whilst the dark Omni-Energy built up inside the Omnitrix.

Gritting his teeth in pain, a bigger Omni-Energy orb surrounded the Omnitrix causing Stan to kneel right before...

BEEP! BEEP! BEEP! FLASH! Rumble... ZAP! SPARK!

"ARGH!" Stan screamed outright before he crashed into the nearby wall of the hover simulator with the Omnitrix having exploded.

CRASH! WHACK! WHAM!

Coming to a halt on the ground, Stan's body slumped forward with his black hair and clothing now messy and ragged before everyone ran around him.

"Stan?" Gwen nervously asked him.

As Stan slowly reopened his bright blue eyes and coughed out spit with the Omnitrix core now giving off steam from the top, he felt his right arm was tingling and felt even more painful then it did before.

Glancing up at his right arm, Stan then noticed something.

His right hand was now glowing a bright orange colour with vibrant and destructive Omni-Energy.

Rumble... Groan...

"What is that?!" A confused Ben then asked everyone else with Technorg pointing out, "I've never seen anything like that before."

Glancing, Tetrax observed Stan's glowing right hand with the energy and theorized, "The Omni-Energy seems to be affecting more than just the Omnitrix. It seems to be affecting Stan himself. But how could this be?"

"We've got an answer." Gwen then pointed out before she told Tetrax and Technorg, "Whenever Stan gets annoyed and flustered, he taps into the power of the Omnitrix on rare occasions."

"WHAT?!" Tetrax and Technorg boomed out at the same time with Technorg remarking, "But how is that even possible?!"

"We don't know how it works, but like Gwen said, Stan taps into something he calls Omni-Evolution," Ben told Tetrax noticing the orange glow in Stan's right hand slowly vanish.

"Yeah, that's right. I've tapped into the power of the Omnitrix and used it to enhance myself four or five times." Stan explained to Tetrax stumbling up from the ground.

"If that's the case, then things are even worse then we thought since the Omni-Energy must be present in Stan's DNA." Tetrax suggested before he stated, "Now we need to find Azmuth."

A few moments later inside the Resolute's cockpit...

Inside the cockpit, Gwen was talking to Gluto whilst Ben and Nibbler were talking to Technorg.

"So that's how you saved Stan from Kevin 11?" Ben questioned Technorg with Nibbler then remarking, "So that's how Stan made the debt with you complete."

"Correct, an eye for an eye." Technorg then remarked back to Ben whilst Gluto was showcasing Gwen how the technology within the ship worked.

"I see, that's very cool," Gwen informed Gluto who blubbed back in response eagerly with his cheeks blushing slightly.

"Good to see everyone getting along." Stan informed Tetrax before he snarkily joked, "And it seems like he's got a crush on Gwen."

Tetrax simply smirked at Stan before he told the group, "We're coming up on Incarceon in three... two... one..."

The Resolute then exited a large wormhole which it blasted out off coming to a slow halt.

CRAKA-WHOOSH! CRAKA-ZIP! Rumble...

As the Resolute entered the Incarceon system, the group noticed a large futuristic space station that was cylindrical and was the size of five skyscrapers placed on top of each other if not more.

"You are approaching the secure space of the Incarceon Interglatic Detention Center. Identify yourself or be destroyed." An automated male voice informed the group through the communications panel.

"What now?" Stan muttered under his breath before Tetrax walked over to a nearby computer and inputted a password in an alien language.

Only to get rejected as the alien text flashed red.

Flick! Flick! Flick!

Annoyed, Tetrax inputted in another password only for the same thing to happen whilst on the outside of the Incarceon space station, laser defences were activated aiming at the Resolute.

With the password attempts failing, Stan gulped and crouched down holding himself for comfort whilst Ben hid behind Technorg who calmly watched on with Gwen and Gluto also watching on before they hugged each other.

Tetrax was then successfully able to generate the right password causing the alien text on the screen to flash green.

Flick! Beep!

"Vendor security clearance accepted. Proceeded to Sanitation Disposal Bay Number Four." The automated male voice informed the crew on the Resolute.

Tetrax then smirked and gave everyone a thumbs up with Technorg telling Tetrax, "Nice work boss."

"No problem," Tetrax replied to Technorg whilst Stan rose up and deliberately remarked to Tetrax, "Actually, it's No Problemo."

Tetrax gave Stan a confused look in response before Ben told him, "It's from a movie we enjoy known as Terminator 2: Judgment Day." With Nibbler then stating, "It's a Terran masterpiece."

The Resolute then proceeded towards the bottom of Incarceon's superstructure before Gwen asked the group, "Sanitation Disposal Bay Number Four? They think we're a garbage truck?"

"Yes, but it's better than nothing," Technorg informed Gwen back with the Resolute then entering the garbage part of the space station.

Inside the garbage section, dozens of old waste and decaying material had been dumped down there with the only alien life being small primitive animals known as Anthropods which were small bug like aliens which mad multiple legs, red skin and two eye stalks extending from their heads.

As the small Anthropods scavenged for any food within the pile of junk, a small horde of the aliens noticed the Resolute and scuttered off whilst the large ship landed near a gigantic pile of junk.

WHIRRR... KA-THUNK!

Inside the Resolute, Tetrax informed the kids, "I've downloaded Azmuth's DNA signature into my scanner. It should lead us directly to Azmuth."

"But if those prisoners see Terran's roaming around, it'll be trouble," Technorg warned the kids.

"Wow." Gwen snarkily muttered out before she asked, "The rest of the Universe hates us that much?"

"No. Most species love Terrans." Tetrax informed the group by saying, "They're considered quite a delicacy."

The kids looked at each other in response before Ben snarkily joked, "Oh wow... We've just landed into a place where we're at the top of the food chain. How delightful."

Facing Tetrax, Stan then asked him, "Okay, and how exactly are we supposed to blend in and help find Azmuth without me using the Omnitrix?"

"Ben should be able to utilize Nibbler to blend into the prison," Technorg informed the group before he faced Gluto and asked him, "Gluto, you thinking what I'm thinking?"

Gluto gurgled back in response and clapped his hands causing Tetrax to say, "Exactly. From time to time our missions require a disguise. I have just the one for you two."

Stan and Gwen looked at each other before Stan sighed and muttered out, "Oh boy... Here we go again on another crazy plan."

Ten minutes later inside the hallways of Incarcecon...

Inside the interior of Incarcecon, the hull of the superstructure extended upwards for miles ahead with thousands of alien prisoners and criminals inhabiting the superstructure in one area.

Down one corridor which had thick smoke rising from an industrial area, dozens of alien criminals walked around the overcrowded corridor in poor and disgusting conditions.

Through some of the smoke, the Resolute group emerged walking forward past hundreds of different alien species, with Tetrax at the front wearing his armour and a thick ragged black cape.

After Tetrax, Technorg walked forward also wearing his armour with his large bulky presence being enough to intimidate most alien species.

Then after, Technorg walked Stan and Gwen in a poorly made alien costume which had two bug like eyes and six arms.

As Stan and Gwen struggled to move the costume around, Nibbler then walked behind them whilst he showcased his large spikey teeth towards other aliens with a hostile glare.

"We've never felt so many alien senses around us. There must be loads of us around here right now." Ben then informed Nibbler who whispered back, "That is true. But this place reeks of nightmares and terror."

Glancing around to prove his point, Nibbler then noticed a Skrull criminal who was lying against the floor with junk and debris near his feet along with an old cardboard sign that stated, 'Will Work for Credits or Units.'

"Guess somethings don't change do they?" Ben questioned Nibbler who shook his head back and pointed out, "No they don't."

Up near at the front, Gwen then complained from inside the costume with Stan riding on her shoulders, "I'm an alien's butt. It's official, this is the worst summer of my life."

"Sssh..." Stan whispered to Gwen before he told her, "I know it's embarrassing, but we did have the game of rock, paper, scissors and I won for two out of three."

Looking around from the mouth of the costume, Stan noticed that weren't any prison guards or staff on duty.

"Where are all the guards?" Stan then questioned the others.

"No guards, no rules, no parole," Technorg informed back to Stan.

"On Incarcecon, it's survival of the meanest." Tetrax began right before a brawl between a metallic Petrospaien B and a rough-looking Appoplexian battled it out on the ground below.

"GIVE ME THE DRUG METAL MAN!" The Appoplexian criminal ferally roared out punching the Petosapien B numerous times on its metallic bodysuit.

WHOOSH! CLANG! THUNK!

"No chance! I need it!" The Petrospaien B criminal replied out in a thick metallic accent before he pushed the Appolplexian over with the brawl continuing in the background.

"As I was saying," Tetrax began before he fully explained, "All these criminals are here for a reason. Such as stealing or murder. They're all here."

Looking around, Stan then noticed a few of the aliens he could use within the Omnitrix along with a few he hadn't seen before.

One large bulky alien which was a large humanoid reptilian alien then accidently crushed an alien rat with its large foot.

CRUNCH!

Curious, the alien prisoner then grabbed hold of the dead rat and observed it before it opened it's mouth and swallowed the dead alien pest whole.

Immediately, Stan felt disgusted with his cheeks going green slightly.

"Ugh... I don't feel good." Stan muttered out before he tilted his head towards the side and loudly coughed out in disgust.

Stan then sighed in relief before Gwen shuddered and asked Stan, "What's happening up there?!"

"Trust me, you don't want to know." Stan groggily replied before the large alien prisoner then spotted Stan in the alien costume.

Technorg then moved forward however and held out his large robotic mace towards the large alien prisoner.

"If I were you, you'd best step back now," Technorg warned the Blarg before Tetrax also stated, "Snack time's over. Now move along unless we have some other business."

The large alien prisoner then noticed Nibbler glaring at him behind Tetrax who slowly revealed his laser pistol.

Grunting back in response, The large alien prisoner then walked off leaving the group behind.

Tetrax then walked forward and suggested to Stan and Gwen, "Maybe you two should wait on the side until we can scope this place out."

Stan nodded back before Nibbler walked over and stated, "We'll stay here and protect them both."

"Of course, their life belongs to you," Technorg informed Nibbler who smirked back in response.

Tetrax and Technorg then walked off before a familiar figure who had a thick grey helmet with four central lines wearing a disguise then shoved past the group following Tetrax and Technorg.

Remembering how Tetrax had humiliated him back on Earth, SixSix shoved past Nibbler with a determined expression under his thick grey helmet.

"Hey! Watch it!" Nibbler snarled out to SixSix who then turned around and blurted out to the Symbiote, "Yondgar!"

SixSix then walked off leaving the group behind with Ben advising Nibbler, "He wasn't worth our time."

Nodding back, Stan and Gwen then clumsily moved the alien costume to a nearby wall before Stan leant against it and crossed his arms with Nibbler doing the same thing.

"Well, looks there's nothing to do but wait and..." Stan muttered out before his bright blue eyes widened in shock and fear.

"Huh?! It can't be!" A shocked Stan then whispered out in anger and fear.

Confused, Nibbler then glanced upwards and spotted a hooded figure that had a set of tentacles dangling from the cloak.

"It's... It's... Vilgax!" Stan nervously informed the others causing Gwen to mutter out, "What are you babbling on about Stan?"

"It doesn't matter now." Stan began before he finished with, "He must have picked up on the self-destruct signal. But how did he know Azmuth was here?"

Feeling his bright blue eyes twitch in anger and thinking about everything Vilgax had done to him caused Stan to act without rational thinking.

"If I'm going to go down and lose the Omnitrix for good, then I'm dragging Vilgax down with me." Stan coldly muttered out before he activated the Omnitrix.

BEEP!

Once again, the green dial rose with the orange countdown before Stan then selected the Upchuck silhouette and tapped down the exposed core.

As Stan transformed in a flash of bright green light with a big orange tint, it caused the poorly made alien costume that Gwen and Stan were wearing to fall apart.

BEEP! FLASH! KA-RIP! Thunk!

"Perk... Perk... Perk... Gourmand... DNA Sample activated..." The Omnitrix symbol on Upchuck's right arm brokenly beeped out.

Now transformed, Upchuck jumped up before he ran off into the distance with Gwen and Nibbler left behind.

"Vilgax?! Where are you going, Stan?!" Gwen then questioned Upchuck.

Immediately, Nibbler snarled and glared at some of the alien criminals that took notice of Gwen who nervously muttered out, "Uh... hi... You guys have had dinner already right?"

"Don't you dare harm her or we will make you all pay..." Nibbler then furiously warned the other alien criminals.

At the same time back with Upchuck...

Running across the hallways of Incarcecon, Upchuck then angrily yelled out, "I'm gonna chew you up and spit you out Vilgax!"

Using his tounges, Upchuck then grabbed hold of a backpack an alien was carrying before he swallowed it whole.

WHOOSH! SPLAT! THUNK! CRUNCH! CHOMP!

With his stomach now glowing green, Upchuck ran forward before he jumped up onto a metallic pipe.

WHOOSH! THUD!

Opening up his mouth, Upchuck then fired out an explosive loogie towards the figure on the platform right before...

WHOOSH! SPLAT! CRAKA-BOOM!

A huge green explosion caught all the aliens in the area off guard including Tetrax and Technorg.

Then as SixSix ran forward and attempted to punch Tetrax down to the ground, Techorg intervened and slammed SixSix with his large robotic mace which hissed and gave out steam.

WHOOSH! CLANG! CRASH! HISS!

"Don't even think about it!" Technorg warned SixSix who crashed onto the floor.

Looking upwards, the alien mercenary took off his disguise and muttered out from the ground, "Youndgar!"

"It's not my fault you ended up in here SixSix. Don't do the crime and don't do the time." Tetrax snarkily remarked before he removed the disguise he was wearing and tossed it onto the ground.

As Tetrax and Technorg began fighting SixSix, Upchuck continued his pursuit of who he thought was Vilgax.

WHOOSH! SPLAT! BOOM! WHOOSH! SPLAT! BOOM!

Dodging some of Upchuck's explosive loogies, the Chimera Sui Generis who was a slender and smaller version of Vilgax's species, took off her disguise and swiftly dodged the energy blasts by leaping sidewards.

Then as Upchuck dived down before yelling out, "You're going down Vilgax!", the Chimera Sui Generis then tackled Upchuck and pinned him onto the ground.

WHOOSH! GRAB! SLAM!

"What's your problem, Gourmand?!" The Chimera Sui Generis demanded to Upchuck.

"Hey, You're not Vilgax! You're a girl!" Upchuck then bluntly remarked back.

"Yeah, I know." The Chimera Sui Generis snarkily taunted Upchuck before she grabbed hold of his tail and kicked him in his chest sending him flying.

WHOOSH! KICK! CRACK!

"ARGHHH! WHY ME?!" Upchuck screamed out flying through the air before he crash-landed on his back in a separate part of Incarcecon.

WHAM! THUNK!

Groaning in pain with his back aching in agony, Upchuck groaned before the Omnitrix symbol on his left arm beeped red numerous times right before...

BEEP! BEEP! BEEP! FLASH!

A flash of bright red light with a big orange tint then transformed Upchuck back into Stan before the Omnitrix brokenly beeped out. "Warning... Warning... Warning... Omni... Ene... rgy... Is.. low... low... low... Rec... Rech... Mode... activated..."

Feeling dizzy with his back sore, Stan slowly moved his head upwards and adjusted the vision of his brown glasses before he noticed various alien criminals glaring at him.

"He turned into a Terran?! But how!?" A Piscciss Volann prisoner muttered out in shock.

"The Omnitrix! He's wearing the Omnitrix!" A Lepidopterran prisoner informed everyone nearby flying above in the air.

Slowly but surely, Stan looked around and noticed the various alien prisoners in the crowd saying statements such as, "It does exist!" "That's our ticket out of here!" "The Omnitrix! He's got it!"

A large Vaxusarian prisoner then stomped forward before he boomed out to the various alien prisoners, "That Omnitrix is the key to our freedom boys! Let's rip this Terran in half and get that device! We'll all be trillionaires and I'll buy every one of you drinks when we're out of here!"

The other alien prisoners then smirked before they all walked forward to Stan who fearfully walked back and said, "Uh, oh, I'm so screwed this time... Where's help when you need it?!"

The alien prisoners then backed Stan into a wall right before a familiar and furious roar was heard.

"GRRARARGHHH! NO ONE HARMS OUR BEST FRIEND AND GETS AWAY WITH IT!" Nibbler furiously shouted out from above.

Confused, the Vaxasaurian prisoner looked up before he noticed Nibbler with Gwen riding on his back swing down using a large tendril from the roof before he kicked the Vaxasaurian directly in his face.

WHOOSH! SLITHER! KA-SPLAT! KA-CRACK!

The Vaxasurian then crashed down onto the ground knocked out briefly whilst Gwen and Nibbler landed on the ground together near Stan.

"So much for being discrete." Gwen then informed Stan before she held out her hands which glowed pink with Mana energy.

BZZZT! ZAP! SPARK!

With Gwen ready to fight, Nibbler then held out his right hand and formed the large pulsing sword with it before he warned the alien criminals, "Get back or we will slice you all into itty bitty chunks!"

SPLAT! SLITHER!

Knowing that a huge fight was on their hands, Stan then leaned down and grabbed hold of a nearby pipe before pulling it directly off the ground and standing in the middle between Nibbler and Gwen.

"Get ready for a fight," Stan informed the others with Gwen also pulling a pipe off the wall and twirling it with her left hand whilst her right hand glowed pink with Mana energy.

As the Vaxausurian prisoner recovered, he stomped forwards before he ordered the other alien criminals, "Seize them! The Omnitrix must be ours!"

"ATTACK!" Stan yelled back before they all charged into the fight ready for the huge battle ahead which began with Nibbler taking the charge.

Jumping forward, Nibbler then impaled a Methanosian prisoner before slicing off his bushy head decapitating him.

WHOOSH! STAB! SLICE! THUNK!

As the Methanosian crashed onto the ground trying to find it's head, Nibbler then formed a shield with his right hand before charging forward like a train and knocking several alien prisoners to the ground.

WHOOSH! CRASH! SMASH! WHAM! SPLAT! THUNK!

Whilst that happened, Gwen and Stan fought the alien prisoner's side by side, working together as a team.

Twirling the pipe around, Gwen smashed the weapon on a Geologist Sapien's crystal head cracking it slightly before she aimed out her left hand and fired out a Mana energy blast towards the crystal alien.

SMASH! CRASH! WHAM! BZZZT! ZAP! SPARK! BOOM! THUNK!

As the Geologist Sapien crashed onto the ground with its head cracked open, the same large alien prisoner from before ran over to Stan ready to retrieve the Omnitrix.

Stan then turned around and smashed the pipe directly into the large alien prisoner's eye.

CRASH! SQUELCH!

"GARGHHH!" The large alien prisoner yelled in pain now blind and struggling to see properly.

Using this moment to his advantage, Stan then swept the pipe at the large alien prisoner's legs causing it to be knocked over before Stan smashed the pipe on the large alien priosner's head knocking it out.

THUMP! KICK! CRASH! WHAM! SMACK!

Raising the battered pipe from the ground, Stan noticed a familiar face coming into help with a robotic mace slamming some of the alien prisoners aside.

WHOOSH! SMASH! CRASH! KA-WHAM!

"None of you shall harm the one who I wowed to protect!" Technorg roared out before the Vaxasurian prisoner from earlier rammed into him.

WHOOSH! KA-CRASH!

"Not if I have anything to say about it grand champion!" The Vaxasurian prisoner taunted Technorg before he delivered a powerful left hook towards Technorg's face.

WHOOSH! CRACK! PUNCH!

Whilst everyone else had been fighting the crowd of alien prisoners, Tetrax delivered a finishing blow to SixSix who landed on the ground after Tetrax punched him down.

PUNCH! WHOOSH! CRACK!

Moving forward, Tetrax prepared to finish SixSix off only for him to turn around and notice the battle behind him.

Looking forward ahead again, Tetrax noticed SixSix had vanished before he took out his Hoverboard and jumped on it.

WHOOSH! CRASH! WHAM!

As Technorg slammed a Blarg prisoner directly onto the ground nearby, a Kree prisoner then warned the others, "Be careful! With that thing on his wrist, that kid can become any one of us he wants!"

"Yeah, but if he knew how to control it. He would have used it again by now." A Sonorosian prisoner replied in response.

"Give me that thing!" The same Lepidopterran prisoner from earlier yelled before he flew directly towards Stan.

WHOOSH! ZIP!

"Adfishio Potentia!" Gwen called out right before a pink Mana beam flew towards the Lepidopterran trapping him before Gwen directed the energy beam towards her and used the pipe to smash the bug like alien to the side.

BZZZT! WHOOSH! GRAB! ZAP! SPARK! THUNK! KA-CRASH!

"Thanks for the save," Stan replied before he ducked down and smashed the head of another alien criminal with the pipe he was carrying whilst Gwen fired out more Mana blasts from her left hand.

WHOOSH! CRASH! WHAM! ZAP! SPARK! KA-BOOM!

Meanwhile, Nibbler was grappling it out with an Appoplexian prisoner who attempted to bite Nibbler with his huge sharp teeth.

"Once I'm done with you, I'm going to kill that Terran friend of yours and rip him out from the inside!" The Appoplexian criminal taunted Nibbler who then snarled and did his signature move with his teeth.

CRUNCH! CHOMP!

Nibbler's teeth chewed into the Appoplexian criminal's neck before the Symbiote stepped back and watched the results of what he did with a smirk on his face.

Struggling to move forward, the Appoplexian groaned out in pain before he crashed onto the floor beaten.

Smirking darkly, Nibbler then coughed briefly before he muttered under his breath, "Maybe we went too far back there."

"I think you're right. Let's try not to go overboard anymore." Ben reminded Nibbler who nodded back and replied with, "Although you sometimes can't help but go a bit too far."

Nibbler then charged back into the fray by tossing a Galvanic Mechamorph prisoner directly into the air near Technorg who was in combat with the Vaxasurian prisoner from before.

As the Vaxasurian prisoner stumbled back, Technorg then ran forward and slammed his robotic mace directly into the mouth of the Vaxasurian prisoner.

WHOOSH! KA-CRASH! WHAM!

The force of the punch caused the Vaxasurian prisoner to land onto the ground knocked out with a huge punch to the head.

For a brief moment, the Vaxasurian prisoner tried to get up before he slowly stopped moving and crashed onto the ground beaten.

"Another one bites the dust." Technorg quoted before he ran off and continued fighting the alien prisoners.

Whilst that happened, Tetrax then rode into the battle by punching numerous alien prisoners to the side riding his Hoverboard.

PUNCH! CRACK! SMASH! CRASH! THUNK!

"Hold on everyone!" Tetrax yelled out before he jumped off the Hoverboard which crashed into a Tetramand prisoner who was wearing an eye patch.

WHOOSH! ZIP! KA-CRASH! Rumble...

Landing near Stan and Gwen, Tetrax then asked him, "You two okay?!"

"Yes, but we could use some help here!" Stan then informed Tetrax before he glanced at the Tetramand prisoner who stood up and ripped Tetrax's Hoverboard in half.

RIP! CRASH! THUNK!

"Uh, oh." Gwen muttered out before Tetrax angrily remarked, "That was my favourite Hoverboard!"

The Tetramand prisoner then charged towards Tetrax who aimed out his hands which morphed into Diamond shards and blasted the large alien with them.

RATATATAT! BLAST! KA-CRASH!

The Tetramand prisoner ended up being crushed by the crystals and pinned against a wall struggling to break free.

Nibbler and Technorg then regrouped up together with dozens of alien prisoners continuing to attack them via a massive hoard.

"So how do these prisoners know about the Omnitrix?" Tetrax questioned the group before he knocked out a Kree prisoner by using a well-timed punch to the back of his neck.

"Funny story. I'll tell you later." Stan nervously informed Tetrax before the group continued fighting the alien prisoners off.

Facing to the side, Stan then turned his head before he noticed a robotic alien with a central eye running directly towards him right before...

WHOOSH! CRASH! KA-WHAM!

The robot alien was knocked over and crashed onto the ground with sparks coming out of its head before a foot crushed the robot's head killing it.

CRUNCH! CRACK!

Looking up, Stan then noticed the female Chimera Sui Generis from before standing over him.

"Oh, I'm sorry for my actions before, involving the whole chew you up thing. I thought you were somebody else." Stan honestly admitted to her.

Glancing down, she then noticed the bright orange with the faint red circle in the Omnitrix on Stan's right arm.

"What are you doing with the Omnitrix?" She asked Stan kneeling at his level.

"It's a long story about how I ended up with this." Stan began before he asked her, "What does it mean to you?"

"Plenty after all the work I put into it only to have wind up onto the wrist of some Terran child!" The female Chimera Sui Generis informed Stan.

Stan's blue eyes widened in shock before he muttered out with a bright smile, "Wait... You created the Omnitrix... So you must be Azmuth!"

"I don't mean to be rude, but there's a major problem with the Omnitrix that could kill me." Stan bluntly informed her.

"Yeah, I can see that the Self Destruct Mode has been set off." Azmuth informed Stan.

Swinging her pipe at a Necrofriggian prisoner so hard, spit was sent out of the alien's mouth before he crashed onto the ground in an injured pulp causing Gwen to pant briefly whilst Nibbler used his sword to once again impale the Methanosian that had been fighting him earlier.

CRASH! WHAM! CLONG! SLICE! STAB!

"And stay down!" Nibbler shouted out before he staggered back and tiredly exclaimed, "We don't know how much longer we can keep this up!"

Thinking, Gwen then noticed a steam pipe hissing out upwards giving her an idea.

Closing her eyes, Gwen then muttered out, "Histus Potiva!" Before she whipped out her left hand which glowed pink with Mana energy breaking the steam pipe above her.

BZZZT! ZAP! SPARK! HISS! CRACK!

The steam then damaged the breathing cords of an Easik prisoner that stumbled forward gasping for air.

"Can't breathe... Ugh..." The Easik prisoner muttered out before its cheeks went grey without any oxygen with the red smoke also blinding it.

Stepping back, Gwen then watched as the alien stumbled forward before it landed on the ground knocked out.

Thunk... WHAM! CRASH!

"Phew... That was close." Gwen nervously remarked before she noticed Stan and Azmuth talking.

"Hey! Less chit chat, more combat!" Gwen informed Stan before she ran off back into the battle.

Facing Azmuth, Stan then gently asked her, "So can you fix the Omnitrix?"

"WAHILIIE!" An alien prisoner with a thick Scottish accent yelled before he crashed into the wall next to Azmuth and Stan having been hurled over there by Technorg.

WHOOSH! CRASH!

As the alien prisoner slumped against the wall knocked out, Azmuth faced Stan and told him, "First you've got to get me out of this galactic sewer."

"Got you brat!" The large Vaxusarian prisoner then yelled grabbing hold of Stan who quickly pleaded out, "No! Let me go! Get your hands off me!"

WHOOSH! GRAB!

The Vaxusarian prisoner then grabbed hold of Stan by his collar neck and dangled him above a large crowd of alien prisoners who all cheered loudly.

"This is it, boys, we're all going to be trillionaires for life!" The Vaxusarian prisoner declared to the others before he began prying the Omnitrix off his right arm.

"Not again! ARGH!" Stan screamed in pain with the black bands extending off Stan's right arm.

Snap! Stretch...

"Stan!" Everyone yelled out before they smashed through the hoards of alien prisoners trying to get to him.

Feeling tears leak in his bright blue eyes from the pain, the Omnitrix then beeped negatively once again.

BEEP! ZAP! SPARK! Rumble... Groan...

Hearing the Omnitrix beeping out, Stan looked at his right arm which then started to glow bright orange with the Omni-Energy beginning to build up with the Omnitrix also giving off bright orange electrical energy with the wind once again howling around Stan and the alien prisoners.

"It's starting! As if I didn't have enough problems right now!" Stan fearfully shouted out right before the Omni-Energy orb grew right before...

BEEP! BEEP! BEEP! FLASH! Rumble... ZAP! SPARK! CRAKA-BOOM!

A huge explosion of Omni-Energy then erupted from the Omnitrix sending everything around Stan to go flying from the energy explosion generated with everyone in the area crashing onto the ground in various positions with smoke covering Stan's body in the aftermath of the explosion.

CRAKA-BLAST! CRAKA-Rumble... HISS... CRASH! WHAM! THUNK! SLAM!

Slowly recovering from the explosion, Ben shook his head before he realized he was back to normal and feeling dizzy.

"Nibbler? What just happened?" Ben asked Nibbler who explained to him, "The explosion from the Omnitrix was too much for us to handle. So we're back to normal."

"That's okay, we did great." Ben remarked back to Nibbler before Gwen then woke up next to him and called out, "No! Stan!"

Immediately, Ben, Gwen, Technorg and Tetrax ran over to Stan who was lying in the middle of the blast impact zone with a small crater around him with his black hair and clothing now raggedy and messy yet again.

Leaning down near Stan, Ben then asked Stan, "Stan! Are you okay?!"

Slowly opening up his bright blue eyes, Stan slowly looked up and muttered out, "Ugh... What? Mommy... Are you there?"

"Yeah, he's okay." Gwen then remarked to Tetrax and Technorg before Technorg remarked, "But he won't be for long if we don't find a way out of here."

Slowly clambering up with Technorg helping him, Stan then noticed that both of his hands were now glowing a bright orange colour with vibrant and destructive Omni-Energy and we're both tingling slightly.

"It's getting worse." Stan pointed out before he noticed two of the matching buttons on the Omnitrix was now glowing orange instead of green.

Before Tetrax could reply, a familiar whirring was heard.

WHIRRR... KA-RUMBLE!

The Resolute then appeared from behind the group with Gluto signalling to everyone to get inside with the cargo hatch then opening up.

THUNK! WHIRRR...

"That's our ticket out of here!" Technorg informed everyone before he grabbed hold of Stan and Ben whilst Tetrax grabbed hold of Gwen.

"Guys wait! The creator!" Stan tried to warn them only for Tetrax to declare, "Not now Stan! We need to escape Incarcecon!"

"You are not authorised to be in this maximum-security area. Exit or be destroyed." The automated male voice informed the group who then jumped onto the Resolute.

WHOOSH! THUNK!

With everyone now on, the group attempted to get inside before some nearby automated laser turrets detected the ship and opened fire upon the Resolute.

WHOOSH! KA-ZAP! BLAM! BOOM!

Whilst that happened, some alien prisoners attempted to jump onto the Resolute only for Tetrax to punch another alien prisoner off the cargo hatch.

"GAH!" The alien prisoner yelled out before Tetrax turned around and ordered Gluto, "Gluto, get us out of here!"

Gluto immediately modified the throttle of the Resolute to extended forwards with the huge ship then blasting off.

CRAKA-WHOOSH! CRAKA-ZIP! KA-RUMBLE...

As the Resolute flew through the halls of Incarcecon's interior, several probe droids then flew through the air determined to prevent the Resolute from escaping.

Noticing the flying droids, Ben then yelled out, "We've got company!" Whilst Technorg slammed his foot onto a Skrull prisoner's back breaking it.

CRUNCH! CRACK!

Technorg then shoved the Skrull prisoner off the Resolute before the probe droids opened fire upon the group with laser beams.

In response, Gwen hurled out some Mana energy blasts and ended up taking down a probe droid which exploded and crashed onto the metal below it.

WHOOSH! BLAM! BLAST! KA-BOOM! BZZZT! ZAP! SPARK! CRAKA-BOOM! KA-CRASH! WHAM! Rumble...

Tetrax was then about to shove Azmuth off the cargo hatch before Stan pleaded out, "Tetrax stop! That's Azmuth!"

Tetrax then turned around before he raised his fist and punched the Vaxusarian prisoner off the cargo hatch with a powerful right hook behind Azmuth.

PUNCH! KA-CRACK!

"NOOOOOOOO!" The Vaxusarian prisoner boomed out falling to his death before he met his fate on the metallic ground below him.

KA-THUNK!

Tetrax then held out his hand towards Azmuth who he pulled up and greeted, "Nice to meet you."

"Same here." Azmuth truthfully remarked back before she turned around and noticed the Lepidopterran prisoner chasing after them with three probe droids.

"You're not leaving without me!" The Lepidopterran prisoner yelled before he flew towards the cargo hatch of the Resolute.

Technorg then jumped forward and smashed the Lepidopterran prisoner's face with his large robotic mace.

WHOOSH! KA-CRACK! WHAM!

The Lepidopterran prisoner was injured before Technorg stomped forward and dangled the Lepidopterran prisoner outside the cargo hatch.

"Stan, the cargo hatch!" Technorg boomed out to him before everyone ducked from the laser blasts being fired inside the Resolute leaving scorch marks in their wake.

KA-BLAM! BLAST! CRASH! WHAM! BOOM!

"We're going to be blown to bits!" Azmuth then shouted out worried for her life.

"She's definitely, not Vilgax." Ben snarkily remarked before a tired Nibbler exclaimed, "Whatever..."

Techorg then hurled the Lepidopterran prisoner out of the Resolute before he crashed onto a nearby probe droid and exploded in green slime from the force of the explosion killing him instantly.

CRAKA-BOOM! KA-SPLAT! Rumble...

"That was one persistent puny bug." Technorg then remarked before Gwen yelled out, "Close the hatch already!"

Rolling his bright blue eyes, Stan then ran over to the red cargo hatch button and pressed it closing the cargo hatch for good.

Thunk! Whirrr...

Once the cargo hatch sealed shut, Stan then asked Tetrax, "Are you sure this is the right way out, Tetrax?!"

"Gluto's on it! To the cockpit!" Tetrax then informed everyone.

As everyone ran to the Resolute's cockpit, the Resolute narrowly flew through the steel interior of Incarcecon with the laser beams causing explosions with rubble flying everywhere as a result with dust and debris landing on the metallic ground.

KA-BLAM! KA-BLAST! CRAKA-BOOM!

Gluto glided the Resolute to the outside of the structure just as everyone noticed the large wall ahead of them.

"Oh crap! Big wall coming up fast!" Ben fearfully shouted out before Nibbler boomed out, "We've survived worse!"

"We're not going to make it!" Azmuth then yelled out before Gwen sighed and stated, "She may have a point!"

Stan then gulped before he closed his bright blue eyes and hugged Tetrax who calmly told everyone, "Hold on tight! Things are going to get messy."

Gluto then aimed the ship up ninety degrees above the wall which caused the probe droids to crash into the wall and explode with rubble and debris crashing down from the wreck below.

WHOOSH! ZIP! CRAKA-BLAM! CRAKA-RUMBLE...

Once the hole in the wall had been made by the destroyed robots, Gluto then performed a one hundred and eighty-degree flip before the Resolute flew out of the hole in Incarcecon's superstructure blasting off into space.

Opening up his bright blue eyes, Stan then sighed in relief before Ben smirked and cheered out, "Alright! That was so awesome! But let's never do that again."

"Agreed Ben." Stan muttered back before he told Tetrax, "Gluto sure is quite the pilot isn't he?"

"Correct. If he didn't save us, we'd be in a lot of trouble." Tetrax informed Stan back.

Little did any of the group know that on the exterior of the Resolute, SixSix and another alien prisoner was hanging on the outside of the spaceship.

Facing to the left, SixSix then spotted another alien prisoner who gave a thumbs up to him.

Unimpressed, SixSix took out his pink laser pistol before he fired a laser beam directly to the alien prisoner's head killing him instantly.

WHOOSH! BLAM! SPLAT!

The alien prisoner's eye blanked out before the dead body fell back towards Incarecon right before a laser blast then blew SixSix off the Resolute.

WHOOSH! CRAKA-BLAM! KA-BOOM!

SixSix went flying through space back towards Incarecon as well with his helmet providing him with the atmosphere he needed to survive in space.

Inside the Resolute, everyone sighed in relief that they had managed to escape successfully before the Resolute entered the large wormhole and blasted off back into interstellar space.

CRAKA-WHOOSH! CRAKA-ZIP! Rumble...

"Yondidgar." SixSix cursed under his breath floating through space.

At the same time back on the Resolute...

As the Resolute journeyed through interstellar space at light speed, Azmuth was examining the Omnitrix in the medical centre of the ship with Stan sat down on the futuristic surgery gurney from before whilst everyone else watched from the side including Nibbler who was dangling from Ben's left arm.

Using a high-tech scanning device, Azmuth then scanned the Omnitrix core which was a bright orange colour with a bit of green in the middle.

"This is good. Hopefully, Azmuth can fix the Omnitrix and then we can head back to Earth." Stan calmly reminded himself.

"What have you been using this for? To open cans? To break rocks?" Azmuth questioned Stan.

"Sounds about right." Gwen snarkily joked before Stan sighed and rambled out, "Not exactly. Anyway, what about the self-destruct? I'm sure the brilliant genius who created the Omnitrix can shut it down and disable the self-destruct mode right?"

"Maybe... But there is a problem." Azmuth admitted before she lowered her head and declared, "I didn't officially create the Omnitrix."

"WHAT?!" "WHAT?!" Everyone asked at the same time.

"You mean you're not the..." Stan began before the female Chimera Sui Generis stated, "Egocentric, selfish, self-promoting, Oh, aren't I so brilliant, creator of the Omnitrix? No, I'm Myaxx, his assistant."

"But it has your DNA signature on it!" A frustrated Tetrax remarked back with everyone feeling annoyed.

"I... may have accidently erased Azmuth's DNA signature and replaced it with my own. But that's only because he never gave me the credit I deserved." Myaxx informed the group.

Annoyed, Ben then stomped forward and angrily declared with Nibbler speaking at the end, "You might have mentioned this when before we risked our lives to get you out of Incarcecon!"

"Yeah, but if I had, I might still be rotting in that slime hole," Myaxx informed Technorg back.

Nervous and worried, Stan then faced Myaxx and asked her, "So can you stop the self-destruct countdown?"

"Azmuth never trusted me with the abort sequence," Myaxx responded.

Immediately everyone began freaking out upon hearing that sentence.

Stan placed his hands above his face and struggled to believe what was happening whilst Gwen and Ben ran over to comfort him.

As for Tetrax and Technorg...

Tetrax and Technorg confronted Myaxx with the two dangling very close to her face.

"Tell us what you know right now!" Technorg furiously shouted out before Tetrax then angrily remarked, "Give me one good reason why I shouldn't have Technorg throw you in an energy tube back to Incarcecon right now!"

"Because I know where Azmuth is!" Myaxx then pleaded back.

Immediately, Tetrax and Technorg stepped away from Myaxx before the kids glanced over to her.

"That's a pretty good reason." Gwen then remarked back before Stan muttered out, "So there is hope yet..."

"Where is he?" Technorg bluntly asked Myaxx.

"Xenon." Myaxx truthfully informed them both.

"Xenon?!" Tetrax then muttered out before he stepped back in shock and muttered out, "It had to be Xenon..."

"I don't know what that planet is." Technorg then pointed out scratching his head briefly.

"Why do we get the feeling that Xenon isn't exactly a vacation paradise?" Gwen then mumbled to the others with her arms crossed over.

Annoyed, Stan then removed the Omnitrix from the scanning device before he slouched over and walked to the side.

Snap!

"The random energy blasts like the one on Incarecon. They're growing larger and more intense aren't they?" Myaxx then questioned Stan.

Noticing his right-hand glow dark orange with Omni-Energy briefly, Stan then remarked back, "Yep. But it's not the only thing that's building up."

Groan... Rumble...

"They indicate that the Omni-Energy inside the Omnitrix and your body is growing to critical levels. Eventually." Myaxx informed Stan.

"Yeah, I know. If we don't get the Omnitrix fixed in time, then I'm nothing but ashes floating in the wind." Stan nervously pointed out.

"Well, Not just you of course." Myaxx then told Stan dropping a wham line.

"What are you talking about?" Stan nervously asked Myaxx facing her.

Tetrax and Technorg immediately went nervous whilst a frowning Ben and Gwen stared at them both.

"Ask them, they know, don't you?" Myaxx informed Tetrax and Technorg before she muttered out, "You didn't tell him?"

"How could we?! He's only a child!" Technorg then blurted out back to Myaxx.

"No, we want to know what you're hiding." Ben then angrily ranted out before Nibbler boomed out, "So quit lying and tell us all the truth you two."

Feeling ashamed of themselves, Technorg glanced away before Tetrax lowered his head and sadly informed everyone with his diamond eyes closed, "If the self-destruct countdown is allowed to detonate, the explosion will cause an energy ripple that will rip the universe apart until nothing is left including Earth."

"GRANDPA!" Ben and Gwen yelled out in shock before Nibbler frowned and muttered out, "Knull have mercy on us all."

Stan could hardly believe the revelation that had been dropped on him which caused him to be speechless.

"I'm a ticking time bomb from the inside? And the Universe could be wiped out because of my selfish actions earlier... No... No... No..." Stan sadly thought to deny the information he had been given with a look of horror on his face.

Whilst Stan remained silent and looked down at the ground not thinking, Myaxx then fully explained to the group, "Azmuth is a hopeless paranoid. He built in the self-destruct as a last resort to keep his most prized creation out of the wrong hands. But he never thought anyone would be foolish to activate it."

"He never met Stan." Gwen then remarked back.

Furious of what he had been told, Stan felt his lips quiver before his anger overtook him.

"What is wrong with you two?!" Stan angrily ranted out before he furiously ranted to Tetrax and Technorg, "You both knew all this time and yet neither of you didn't have the balls to tell me?!"

Technorg simply slumped his shoulders down and gave a guilty look before Tetrax told Stan, "We're sorry for lying to you Stan. We thought you'd be more concerned about how this affected you."

"Oh bravo, give mister walking crystal here a gold medal!" Stan snarkily ranted out before he scowled and angrily yelled out, "Of course, I'm concerned about how I'm a walking nuke that could wipe out the universe forever! Plus, I've helped people all the time with the Omnitrix, so you can scratch that record out from your lying book."

"True, you do help a lot of people." Tetrax admitted before he frowned and bluntly told Stan, "But ask yourself this. Do you help people because it's the right thing to do or for the thrill of being a hero?"

"I've always stood by the motto of it's the right thing to do ever since I found the Omnitrix on day one." Stan angrily ranted out before he muttered, "You know what?! I am so tired of dealing with this crap after everything I've been through!"

Stan then turned around and angrily ran off into the depths of the Resolute before anyone could follow him.

Gwen and Ben were about to move and get Stan back only for Tetrax and Technorg to stop them both.

"Just give him some time to cool off," Technorg informed the kids who couldn't help but frown back.

A few moments later somewhere in the Resolute...

Slouched down against a metallic wall, Stan remained quiet whilst he was thinking about everything he had been through so far.

"I can't believe everyone lied to me again... And I'm going to be responsible for the self-destruction of the entire Universe!" Stan angrily thought to himself.

"Or will you?" A familiar voice then asked Stan.

Confused, Stan turned around and spotted Paradox standing in the nearby corner.

"Paradox?!" Stan muttered out in shock before he smiled and pointed out, "Hello there Stanley. It's been a while hasn't it?"

"Far too long my old friend." Stan began before he sighed and showed Paradox the orange Omnitrix and said, "I'm uh... In a crappy situation right now, truth be told."

Paradox then sat down next to Stan and told him, "Ah yes, the Self Destruct Mode for your Omnitrix has been activated. And you're journeying to find Azmuth are you not?"

"Yeah, that's right." Stan remarked before he pointed out, "To be honest, Paradox. I'm just so tired of fighting all the time and I've been through so much since we last met."

"I know you've been feeling down recently, but I want you to know that there is light at the end of the tunnel." Paradox informed Stan.

Feeling better, Stan then asked Paradox, "So I guess I do come out fine in the end. So what's Azmuth like?"

"Why don't you tell me what you think?" Paradox then questioned Stan.

Thinking slightly, Stan then replied out, "He's probably one of the smartest beings around and from everything I've heard about the Omnitrix, he just wanted to make the Universe a better place."

"That's right. When you meet him, he will need your help." Paradox informed Stan.

"Okay, but why can't Kyle and Trey help me out right now? We could use the help." Stan then suggested to Paradox who sighed and said, "They can help in certain events. But not all the time."

Confused, Stan frowned before Paradox then explained to Stan, "Now, in the case of Trey, he met Azmuth under more personal circumstances, whilst Kyle underwent the same journey you are undertaking at a younger age."

"Really? What was Kyle like when he was my age?" Stan then asked Paradox who told him, "He was quite similar to what he is like now. However, he had a weakness for Pizza."

Paradox then took out his stopwatch before it glowed blue showcasing a holographic projection of a young Kyle.

FLASH! THWHOOSH!

Similar to his older self, the younger version of Kyle had light blonde hair, the same skin tone, but his eyes seemed to be more a natural hazel colour.

He was also wearing a bright red shirt, with matching blue pants and black trainers.

And finally, he was wearing the Ultimatrix on his right arm like his older counterpart.

"Huh, so that's what the young version of Kyle looks like?" Stan questioned Paradox.

"Indeed even back then, he displayed many personality traits that he kept the same." Paradox informed Stan before he finished with, "Much like you, Kyle underwent the prison break from Incarcecon and the journey to Xenon with a small group of allies helping him."

Paradox then closed his stopwatch before he faced Stan who then nervously asked him, "So I take it once my group arrives on Xenon and finds Azmuth, he'll fix the Omnitrix right?"

"Yes, he will. But remember my advice from when we first met." Paradox stated before he informed him, "Now I would highly recommend that you visit Myaxx so she can make the Omni-Energy explosions on the Omnitrix less dangerous for you."

Nodding back, Stan and Paradox then got back up from the floor before Stan felt his left-hand tingle slightly.

Rumble... Groan...

Noticing the orange Omni-Energy flicker inside his left hand briefly before it vanished, Stan then told Paradox, "I'd better get going. And thank you Paradox for warning me what's ahead."

"Of course Stanley. Until the next time we meet, cheerio." Paradox replied to Stan before he opened up a blue time portal and walked inside and vanished.

FLASH! THWOOSH! BZZTT!

Now feeling confident and motivated thanks to Paradox, Stan smiled before he turned around and ran off back to the medical centre of the Resolute.

Meanwhile back in the Incarcecon System...

The Chimerian Hammer Mark Two flew through the cold depths of space directly towards the Incarecon system.

In the command centre of the ship, many of Vilgax's robotic drones were busy working on holoscreen computers whilst Vilgax with his hands behind his back watched his forces work along with Frenzy who was watching was leant against the wall with his hands crossed over feeling bored.

"Is it just me or are you bored?" Jonah then questioned Frenzy who boomed out, "Same... Wish we could be hunting someone right now."

"Scan the area." Vilgax then ordered his robotic drones with the robotic commander in charge then replying, "Yes, my lord."

A scanning device then scanned the nearby area before Vilgax spotted SixSix floating nearby.

Flick! WHIRRR! BEEP!

"There! Retrieve that." Vilgax ordered his robotic drones who then activated a nearby tractor beam to drag SixSix onto the spaceship.

"Friend of yours?" Frenzy asked Vilgax who turned around and scowled out, "Hardly. But I will mould him into a perfect weapon of mass destruction for my quest to retrieve the Omnitrix."

A few moments later...

"Dongatom Myaxx," SixSix explained to Vilgax and Frenzy who were overlooking a holoscreen of the Omnitrix's location.

"But they must not have found what they were looking for on Incarcecon." Vilgax remarked before he explained, "Their current trajectory has them heading into the Hugtopia Quadrant."

"So what does Hopkins know about that we don't?" Frenzy muttered out before he finished with, "And there must be a large group with him my master."

"You're observations may be correct, my valuable ally." Vilgax then informed Frenzy.

"Haulltejar." SixSix then snarkily spoke out.

"SILENCE!" Vilgax yelled out before he then smashed SixSix into a nearby wall.

WHOOSH! CRASH! KA-WHAM!

Frenzy chuckled before he snarkily muttered, "Dumbass."

Furious, SixSix then took out his pink laser pistols along with the cables rising around him in an act of defiance against Vilgax.

Unimpressed, Vilgax glanced at Frenzy and ordered him, "Make him suffer for his previous failure towards me."

Smirking back, Frenzy walked forward before he utilized a new technique had been working on.

The ability to grow in size briefly.

Splat... Crack! Slither... Snap! Squelch... Crack!

"Yondar?!" A shocked SixSix muttered out whilst Vilgax smiled proud of how far his loyal ally had come.

Frenzy was now twice the size of Nibbler before he stretched out both of his arms which gained spikes on them right before...

WHOOSH! SLICE! CRASH! WHAM! SPLAT!

"GARGHHH!" SixSix yelled out with Frenzy's spikey hands now having impaled him to the wall damaging his armour with electrical sparks beeping out of it.

"WHAT'S WRONG?! I THOUGHT YOU SOTORAGGIANS COULD HANDLE ANY KIND OF PAIN WE CAN DEAL TO YOU!" Frenzy madly declared to SixSix enjoying the pain and bloodlust he was causing.

"Enough! We can't have him dead!" Vilgax then informed Frenzy who reluctantly moved his spikey hands back and shrunk back down to his normal size not wanting to feel Vilgax's wrath.

Splat... Crack! Slither... Snap! Squelch... Crack! THUNK!

As SixSix landed on the ground panting in pain, Vilgax then walked forward and warned him, "You had better be sure of your future actions from now on."

To prove his point, Vilgax's arms then grew in size briefly.

Whirrr...

Shocked, SixSix then kneeled before Vilgax causing him to smirk and mutter out, "Good... If you continue to serve me faithfully, I will reward you for your service, SixSix."

"Yondar." SixSix then replied whilst Frenzy smirked from the side and muttered out, "Soon we will have our revenge..."

At the same time back on the Resolute in the medical centre...

Sat down upon the futuristic surgery gurney, Myaxx utilised the scanning device from before and placed a clamp on the back of the Omnitrix.

WHIRRR... THUNK!

"This containment device should deflect the energy fluctuation back inside the Omnitrix whilst keeping your body safe whilst still allowing you full access to the control dials," Myaxx explained to Stan with everyone watching on from the side.

"Thanks, Myaxx. But I'm probably not going to use the Omnitrix ever again." Stan remarked noticing the large clamp on the back of the Omnitrix.

CRAKA-CRASH! CRAKA-RUMBLE!

The Resolute then shook after something banged into the outside of the spaceship causing everyone inside the medical centre to be knocked around.

Everyone then ran into the cockpit of the Resolute before Tetrax yelled out, "Gluto, status report!"

Gluto then grunted back to everyone before Technorg realized where they were, "Xenon."

"Uh, where's the planet?" Ben then questioned the others noticing that there was no planet in the space ahead of them with large chunks of meteorite and space debris floating around.

"Azmuth created a device which absorbs all the light in this quadrant, Of course, I was the one who calculated the entire particle absorption matrix, but will he admit that? No, he won't!" Myaxx explained before she finished her rant at the end.

"Sounds like you didn't get the credit you deserved." Nibbler musued before Gluto turned on the headlights on the Resolute illuminating the space ahead.

Flick!

Once that happened, Myaxx then informed everyone, "Anyway, Xenon is surrounded by an Asteroid Belt."

"Which you can't see because Azmuth turned out all the lights." Gwen then remarked causing Myaxx to say, "Exactly, all those spaceships you see lurking around? Those were failed attempts to locate Azmuth."

The Resolute then carefully manoeuvred through the huge debris fields of old spaceships and asteroid surrounding Xenon before Gluto grunted out to Tetrax.

"Even Gluto can't drive blind," Tetrax informed everyone.

"So how are we supposed to get to Xenon if we can't see the planet?" Stan questioned the others.

"The answer is on your wrist," Myaxx told Stan.

"The Omnitrix can be used as a flashlight?" Stan questioned out before he realized, "Then that means, I'm going out for a spacewalk aren't I?"

Remembering how bad the incident on the New Frontier space station was, Ben, Gwen and Nibbler gave off huge sighs in relief grateful they wouldn't have to go out.

"Oh boy, here we go again." Stan then snarkily muttered under his breath.

Technorg then walked over and told Stan, "Come on, let's get you suited up."

The group then left the cockpit and headed into the storage bay where Tetrax and Technorg got out some equipment for Stan to wear.

"Here, put these Gravity Boots on," Tetrax informed Stan handing him a futuristic pair of boots that were light grey and had light blue stripes going across them.

"Who made these?" Stan questioned Tetrax who told him, "The Megacorp cooperation from the Bogon galaxy to my knowledge."

Shrugging back, Stan then placed the Gravity Boots over his trainers and managed to slide them on before Technorg handed him a grey Hazmat Suit that covered the rest of Stan's body.

"Here this should provide you with some protective clothing outside," Technorg informed Stan who then moved the Hazmat suit and suited himself up.

"So how do I look?" Stan questioned the others who all nodded back in approval with Myaxx stating, "You look good. Now let's get you outside."

A few moments later...

"Okay... Remind why I'm outside in the middle of space again?" Stan questioned speaking through a radio in the suit whilst the Gravity Boots kept him secure on top of the Resolute.

"The Omnitrix has a built-in homing device. We should be close enough for it to guide us through the asteroid field." Myaxx informed Stan who narrowly avoided being hit by a large piece of space debris.

"Should be?" Ben then questioned Myaxx before she shrugged back to the group.

Feeling nervous and annoyed that Paradox hadn't warned him about what else to expect, Stan then declared, "Okay... this is pretty creepy. But you can do this Stan... Just think positive thoughts."

As the Resolute moved forward, a large asteroid then crashed into the spaceship.

CRAKA-CRASH! CRAKA-RUMBLE!

Inside the cockpit, electricity rippled off the control panel whilst everyone was thrown around briefly with Technorg catching Ben and Gwen whilst they fell.

"Seriously? Remind us why this was even a good idea." Nibbler then snarkily declared to the group.

Annoyed, Myaxx then told Stan, "What are you doing?! You have to direct us or the ship will be torn apart!"

On the outside of the Resolute, Stan then balanced himself out before he bluntly stated back, "Oh great... No flipping pressure."

The Omnitrix then made a distinctive beeping noise as the core rose slightly.

BEEP!

"Automated Homing System activated." The Omnitrix beeped out before it sent off a bright green energy wave around Stan.

"Okay, now that is cool." Stan thought to himself before he noticed the hourglass dial move to the right towards one of the green glowing buttons.

"It's working! I should be able to navigate the Resolute through the asteroid belt!" Stan then yelled out to the others.

Confused, Gluto panicked and blurted out to Tetrax who calmly raised his hands and told him, "I know Gluto. I was going to."

"So should we turn Starboard or to Port?" Tetrax asked Stan who noticed the Omnitrix hourglass turn right.

BEEP!

Grinning, Stan then happily stated, "Hard to Starboard!"

As the Resolute then turned to the right, more asteroid and space debris crashed into the spaceship once again causing everyone to be thrown around.

CRAKA-CRASH! CRAKA-RUMBLE!

"I meant Port! Hard to Port!" Stan yelled out before he said, "Sorry everyone!"

"This is why we don't give Stan the map book when we're in the Rust Bucket." Gwen then told everyone.

And so as the journey continued, Stan shouted out now and then, "Port, Starboard, Port, Hard to Starboard! Oh, nuts!"

CRAKA-CRASH! CRAKA-RUMBLE!

A huge chunk of space debris then scraped the left-wing of the Resolute shaking the spaceship once again as a sweaty Gluto frantically tried to keep up piloting the spaceship.

Upon reaching a certain area, the Omnitrix then glowed green blinding Stan before a huge green energy blast then exploded out from the Omnitrix revealing Xenon for the first time.

BEEP! CRAKA-BLAST! CRAKA-ZAP! CRAKA-SPARK!

Unlike Earth which was a spherical blue planet, Xenon was a rocky and crystal-like planet that had more in common with Mercury with Xenon having a rough and jagged outline that was filled with rocky craters.

Xenon was also an eerie green colour with the centre of the planet being a black and dark region filled with impact craters.

Finally, Xenon had two distinctive asteroid belts that orbited around the planet similar to Saturn in an X shaped manner.

As for the closet star to Xenon, it was a medium-sized orange dwarf star that glowed a dim orange colour blanketing Xenon.

"Wow... The first alien planet I've ever seen. It sure is beautiful and mysterious." Stan thought before he finished thinking, "And I can't wait to meet Azmuth!"

"Ladies and gentlemen, aliens of all ages... I present to you Xenon!" Stan then happily proclaimed with his joy taking over him.

"Well done Stan!" Technorg then told Stan which caused him to smile and giggle happily at his accomplishment.

"We'll bring you back in." Tetrax also then informed Stan with a grin on his face.

"Oh yes! Stan Hopkins, discoverer of alien planets!" Stan happily rambled on to himself with everyone cheering inside the Resolute.

However, the scanners of the Resolute then picked up a huge space ship was approaching them causing Gluto to grunt out in shock.

Whilst that happened, Stan then noticed a gigantic asteroid heading straight towards the Resolute causing him to freeze in horror and shock right before...

CRAKA-BOOM! CRAKA-CRUMBLE!

The asteroid exploded before three massive drill-like claws slammed through the interior of the Resolute cracking the hull of the superstructure with the spaceship coming to a halt.

CRAKA-CRUNCH! CRAKA-WHAM!

Several more massive drill-like claws then crashed into the superstructure of the Resolute before Stan ended up being blasted off into space yet again.

"ARGHHH! WHY ME?!" Stan screamed out before he ended up floating away from the Resolute into space.

Inside the cockpit, the group then noticed the gigantic structure of The Chimerian Hammer Mark Two floating nearby.

"Oh, we've got a bad feeling about this..." Nibbler then nervously remarked before Ben asked, "Don't tell me that's..."

"Vilgax." Tetrax then declared causing everyone to panic.

Technorg gulped and sweated in fear whilst Gwen and Ben were terrified knowing how well dangerous Vilgax once was.

Nibbler was also nervous considering how well known Vilgax was but he was determined to keep on a brave face whilst Myaxx was about to have a panic attack.

Using his tentacles, Gluto then noticed that a pair of large Mecha Droids flew towards the Resolute's hull and began using laser beams to cut the hull open.

KA-ZAP! KA-CRACK!

And then Vilgax spoke.

"Surrender the Omnitrix and your deaths will be swift!" Vilgax then informed the group.

"Oh, we are so screwed..." Gwen then nervously muttered out to to the others.

Vilgax then bluntly told everyone, "Except of course for the Hopkins boy who shall pay for humiliating me!"

"We're goners now!" A panicking Myaxx then informed everyone nervously having a panic attack.

"Not while I'm in charge!" Tetrax then bravely told the group before he walked over to the control panel and activated it.

Flick!

"Stan, can you hear me?" Tetrax informed Stan who was floating upside down.

"Tetrax?! Why are we being attacked and who is doing it?!" A nervous Stan then questioned him back.

"It's... No, that doesn't matter right now. We're going to hold them off." Tetrax informed Stan before he stated to him, "I'm going to send you out a Gyropod to pick you up."

"Is that a type of space ship?" Stan asked Tetrax who explained to him, "Yes, it's a short-range spacecraft designed for light retrieval and local space travel."

"Okay, thanks for the help!" Stan informed Tetrax who then faced, Gwen, Ben and Gluto before telling them, "Gluto, Keep the cockpit secure at all costs. Ben, Gwen work together to help distract Vilgax's forces. Can you do that?"

Gwen, Ben and Gluto nodded back in response before Tetrax then told Myaxx and Technorg, "You two you're with me."

Tetrax then pressed a button on the control panel before a Gyropod was launched out of the Resolute's exterior flying to Stan.

Flick! CRAKA-WHOOSH! Rumble...

Tumbling through space past asteroids and space ship debris, Stan then noticed a small grey double-handed spaceship flying at him.

"The Gyropod! I'd better get on there." Stan thought to himself before he grabbed hold of the spaceship with his right hand.

CRAKA-WHOOSH! GRAB!

Now holding onto the Gyropod, Stan struggled to keep his grip before he mustered up the strength and began to open up the hatch.

At the same time back on the Resolute...

The hatch of the Resolute exploded before the oxygen was blasted out with an alarm going off.

HONK! HONK! HONK! KA-BOOM!

Various Bioids belonging to Vilgax then dropped with the normal working version along with some larger and bulkier versions that were carrying laser rifles.

THUNK! THUNK! THUNK! THUNK!

The droids then cocked their laser rifles before they stomped forward down the hall of the Resolute clustered up together.

Then Vilgax dropped down with Frenzy and SixSix entering and following him afterwards.

CRAKA-THUNK! THUNK! SPLAT! THUNK!

"Eliminate anyone except for the Tennyson kids and the Hopkins child!" Vilgax boomed out before he faced Frenzy and told him, "Hopkins is mine whilst the Tennyson brat with the Symbiote is yours."

Frenzy chuckled darkly in response before he told SixSix, "You can have the Tennyson girl if you want."

"Yondar!" SixSix replied in response.

As that happened, Tetrax led the others away from the cockpit of the ship down one of the corridors with everyone ready to fight and defend the Resolute.

"This is going to be one tough battle. But know your strategies, use the environment around you and we will win." Tetrax reminded everyone.

"Tetrax is right. We've only got to deal with some stupid droids and one giant alien." Technorg then pointed out before Myaxx stated, "Good point. Now let's stop this invasion."

At the same time back outside with Stan...

Now having managed to open the hatch of the Gyropod, Stan then clambered up before he landed inside with the Gyropod.

WHOOSH! THUNK!

Once inside the Gyropod, Stan noticed a series of strange control panels around along with numerous yellow holographic interface screens on the walls.

Crouching down, Stan then questioned out, "What kind of alien was this even designed for?"

"Oh, of course, Gluto," Stan muttered back before he sat down on the pilot seat and strapped himself up using the shoulder straps along with the seatbelt.

Now sat down, Stan adjusted his helmet and brown glasses before he smirked and cockily declared, "If Luke Skywalker can fly an X-Wing and blow up the Death Star, then I should be able to fly this Gyropod easily."

Adjusting the controls of the Gyropod with his hands, Stan then reminded himself, "I can do this... I can do this..."

Thanks to his binge-watching and knowledge of the Star Wars Universe, Stan was able to figure out how to accurately fly the Gyropod.

Noticing a pair of control levers for the pod, Stan then grabbed hold of that before he grinned and muttered out, "Oh yeah... This is going to awesome."

At the same time back on the Resolute...

Creak... Thunk!

A lone droid aimed it's laser rifle into a corridor before it didn't notice anything and joined its squadmates right before...

WHOOSH! KA-WHAM!

A droid's head was then smashed off by Technorg who had used his large mace to smash the robot's head off before it landed on the ground now headless.

The remaining droid's then turned their heads before Myaxx took action.

Crouching down, Myaxx then grabbed hold of one droid's head before she grabbed hold of it and increased pressure on the robot's neck.

WHOOSH! GRAB!

Panicking, the droid tried to escape by failing its arms about only for Myaxx to then crack the droid's neck-breaking it.

CRACK!

Whilst that happened, Technorg then used his large hand and crushed the other droid's head in destroying it and preventing it from calling for more help.

CRUNCH! CRASH!

With the droids dead, Myaxx and Technorg then silently discarded the robotic corpses onto the ground before she signalled to Technorg to sneak off back into the shadows.

Moments later, three more droids walked into the area and noticed their dead colleagues.

Slowly, the droids walked forward down another corridor and didn't spot Tetrax hiding above them in the ventilation system above.

Using a control device, Tetrax then pressed the button and watched the result.

Flick!

The walls then moved in and crushed the three droids to death.

CRAKA-CRUNCH! KA-WHAM!

Smirking, Tetrax then ran off leaving the broken droids to die.

At the same time back outside with Stan...

WHOOSH! ZIP! Rumble...

As the Gyropod moved to the left and right, Stan was now using the other controls in the spaceship.

After pressing one random button, Stan then noticed a drink was served with glowing yellow water which had alien mealworms inside.

"Ugh! That's disgusting!" Stan muttered out in disgust before he swatted the drink aside with his hands.

CRAKA-THUNK!

Hearing the Gyropod shudder briefly, Stan then noticed a massive asteroid directly ahead of him.

"Uh, oh. Time to go up!" Stan muttered out before he grabbed hold of the control levers and manoeuvred the Gyropod to go directly up.

CRAKA-WHOOSH! KA-ZIP!

"Eureka! I've got it!" Stan declared before he smiled and pressed a button activating the weapons on the Gyropod.

Flick! Rumble...

The outside of the Gyropod then gained a few turrets to allow Stan to shoot down enemy targets.

"Heh. This isn't so bad once you get the hang of it." Stan muttered out before he pulled the control levers upwards and performed a backwards one hundred and eighty-degree roll flying back to the Resolute and the Chimerian Hammer Mark Two.

Noticing the laser turrets on the Chimerian Hammer Mark Two, Stan smirked and muttered out, "I'd better open fire and take out those turrets."

Immediately, the turrets on the Chimerian Hammer Mark Two then unleashed purple energy beams upon the Gyropod before four Hunter-Killer droids were launched out of the ship.

KA-BLAST! BLAM! BOOM!

In response to this, Stan aimed the Gyropod downwards before he flicked a lever with some control panels rising on his feet.

Flick!

Using his legs, Stan then opened fire upon the turrets before they exploded sending rubble and debris off them.

KA-BLAST! BLAM! ZAP! CRAKA-BOOM!

"WAHOO!" Stan eagerly screamed out in excitement before he pitched the Gyropod upwards and narrowly missed the Chimerian Hammer Mark Two whilst the Hunter-Killer droids flew after him.

At the same time back on the Resolute...

Two pairs of droids patrolled a corridor right before Ben and Gwen snuck by near a wall.

"So what's the plan?" Ben whispered to Gwen who glanced around and noticed the hover simulator was nearby.

"We'll use the hover simulator." Gwen whispered out to Ben who nodded back with Nibbler then saying, "Copy boss."

The two kids then sneakily ran over to the hover simulator and began setting up a crafty trap by combing their powers together.

In another part of the Resolute that very moment...

Hiss!

Tetrax handed out a spacesuit to Myaxx along with a large helmet for Technorg.

"What are you doing?" Myaxx questioned Tetrax.

"We're going outside. We need to free the Resolute from Vilgax's ship." Tetrax informed her.

"Me outside in space? Oh no. The Chimera Sui Generis is more of a land-based species." Myaxx remarked back to Tetrax.

"It doesn't matter now. We must break free of Vilgax's warship." Technorg reminded Myaxx before Tetrax added on, "If we don't clear those tethers by the time we hit Xenon's gravitational pull, both ships will be destroyed in re-entry and everyone on board will all be killed."

"Well... When you put it that way... I'm in." Myaxx informed Tetrax.

Technorg then patted Myaxx's back and told her, "That's how a true person helps others. Teamwork."

Meanwhile at the same time on the Resolute's cockpit...

The cockpit was empty before the lift activated as Vilgax ducked down and exited with Frenzy and SixSix following on.

Whilst Vilgax stomped forward, Frenzy sniffed the air with his nose and detected the scents of Ben, Gwen and Stan.

Sniff... Sniff...

"Those kids were here. And we detected some other scents as well, a Detrovite, a Petrosapien and a Chimera Sui Generis my master." Frenzy informed Vilgax and SixSix.

Upon hearing the mention of Petrosapien, SixSix clutched his fist and then informed Frenzy, "Dongatom Tetrax."

Frenzy smirked back before Vilgax noticed Gluto was missing and declared, "It appears we have scared the pilot right out of his skin."

None of the villainous aliens noticed Gluto sliding underneath into a metallic hatch.

Splat... Slither...

Glancing at the cockpit holoface interface, Vilgax spotted, Tetrax, Technorg and Myaxx on the outside of the Resolute damaging the cables whilst he also saw Ben and Gwen in the hover simulator.

"SixSix, stop Tetrax and his crew outside before they ruin our plans!" Vilgax ordered SixSix who ran off and yelled out, "Yondar!"

Once SixSix was gone, Vilgax then faced Frenzy and ordered him, "Eliminate the Tennyson kids in whatever manner you see fit."

"With pleasure." Frenzy cruelly remarked back before he chuckled and walked into the lift with SixSix.

Once Frenzy and SixSix vanished, Vilgax then glanced at the holographic interface and muttered out, "Where are you, Hopkins? You cannot hide from me this time..."

Little did Vilgax know that Gluto had sneaked up on him right before...

WHOOSH! SPLAT! KA-SPLOT!

"GAH!" Vilgax boomed out before he stumbled across and tried to peel Gluto off his face before he hurled the slimy alien into a nearby wall.

WHOOSH! KA-SPLAT!

"You shall pay dearly for that..." Vilgax warned Gluto with his red eyes squinted before Gluto lept at Vilgax in response.

At the same time back outside with Stan...

KA-WHOOSH ZIP!

Flying the Gyropod past more asteroids and space debris, Stan swiftly continued humming something to himself whilst dodging the laser beams from the Hunter-Killer droids.

KA-WHOOSH! ZIP! WHOOSH! THUNK!

Stan then flew the Gyropod over the Resolute before he used the laser turrets on the Gyropod to destroy another Hunter-Killer droid which exploded in mid-air. as the wreckage crashed onto the Resolute before blasting off into space.

KA-BLAST! CRAKA-BOOM! Rumble...

"Stan! Get back to the ship!" Tetrax then yelled towards Stan.

"I'm trying Tetrax! But this thing isn't easy to control half the time! I'll try and come back the second time around!" Stan shouted out back before he flew on above the group with the Hunter-Killer droids pursuing him.

Tetrax looked up in response before Myaxx then remarked, "That kid sure is a good pilot. You have to admit that."

"Just keep cutting!" Technorg informed Myaxx.

Enjoying the situation he was in, Stan then raced towards a nearby asteroid before he used the laser turrets on the Gyropod to destroy it.

KA-BLAST! CRAKA-BOOM!

The wreckage of the asteroid then flew back and destroyed yet another Hunter-Killer droid.

WHOOSH! CRAKA-BLAM!

Smirking, Stan then used the control levers and turned the Gyropod around to face the Hunter-Killer droids.

"This is where the fun begins." Stan quoted with a confident smirk on his face before he opened fire upon the Hunter-Killer droids destroying all four of them.

KA-BLAST! BLAM! BOOM! CRAKA-BOOM! WHAM! CRASH! KA-BLAM!

"Alright! I'm a fantastic pilot!" Stan cockily declared before the Gyropod was then hit by purple laser beams from behind with four more Hunter-Killer droids swooping in to attack Stan.

Manveoruing the Gyropod forward, Stan flicked more levers before he declared, "The battle's not over yet, but it should be soon hopefully."

At the same time back inside the Resolute...

A squad of three droids walked forward carrying their laser rifles inside the hover simulator before they noticed Ben and Gwen hiding behind a computer.

"Oh no, we're trapped! Please don't hurt us." Ben snarkily muttered out with Nibbler taking over at the end.

The three droids then aimed their laser rifles towards the kids only for Gwen to smirk and hold out her left hand which glowed pink with Mana energy before she yelled out, "Segma Sofum!"

WHOOSH! BZZZT! ZAP! SPARK!

The three hoverboards that were on the wall then flew forward before they crashed and knocked the droids down.

Whilst that happened, Ben, aimed his hands towards the ground and fired out numerous green sticky green tendrils from them preventing the droids from getting back up.

WHOOSH! SLITHER! KA-SPLAT! KA-SPLOT!

Once that happened, Gwen then aimed her left hand down before the hoverboards crashed flew up and crashed onto the droids stunning them briefly.

SMASH! CRASH! WHAM! BLAM!

"YES! WIPEOUT!" Both Ben and Gwen yelled out before they high-fived each other and ran out before Ben slammed his fist onto the control panel for the hover simulator.

Flick! Whirr...

As Ben and Gwen ran out of the hover simulator, the droids attempted to get their weapons only for the hover simulator room door to seal shut.

KA-THUNK!

The hover simulator's temperature then increased before Ben and Gwen peered in through the window with smirks on their faces right as the hover simulator activated.

THWHOOSH! CRAKA-WHOOSH!

The droids were then burned alive inside before Gwen and Ben smiled and ran off down the corridor.

However, a single lone Bioid with one broken arm then watched the kids before it walked off after them.

"That was some great teamwork, Ben!" Gwen yelled out to Ben who smiled and shouted out, "No problem... We just need to... HUH!"

Ben then came to a screeching halt before Gwen crashed into him.

"Ben! What is your problem?!" Gwen then muttered out to him before Nibbler then stated, "Look ahead."

Gwen then looked down the corridor and gasped in shock before saying, "Frenzy?!"

True to Gwen's statement, Frenzy was hungrily glaring at them with saliva dripping out of his shark-like teeth with the feral Symbiote's orange mass glowing in the red light of the corridor.

Before Ben or Gwen could react, Frenzy sprinted forward on all fours and knocked Gwen down to the floor before he pinned Ben to the nearby wall with his shirt collar.

WHOOSH! ZIP! PUNCH! SPLAT! WHAM!

Immediately, Nibbler morphed Ben's left arm into a large first and tried to punch Frenzy, but Frenzy simply held out his right hand and launched several spikey tendrils and swatted the attack aside.

SPLAT! WHOOSH! GRAB! CRACK! KA-SPLAT! CRUNCH!

"Oh man, this is not good!" Ben then yelled out before Nibbler took over and defiantly growled out to Frenzy, "RARGH!"

Frenzy then scowled and roared directly into Ben's face sending spit and saliva onto it.

"GRAGGHHH!" Frenzy boomed out in response causing Ben and Nibbler to go quiet, terrified of what Frenzy would do to them.

Smirking, Frenzy then moved his jagged shark-like face closer to Ben before he then boomed out, "Hello runts. Your old pal Frenzy's back and this time... The pair of you are going to die."

Ben and Nibbler then froze in shock before Frenzy chuckled darkly whilst Gwen watched on in shock and horror.

Meanwhile in the Resolute's cockpit...

SPLAT! CRASH! WHAM!

Gluto narrowly avoided Vilgax's large right punch before he slithered up and clambered onto Vilgax's right hand.

"I grow tired of this!" Vilgax then shouted out before he slammed Gluto directly onto the metallic floor.

CRAKA-WHAM! KA-SPLAT!

As Gluto tried to reform, Vilgax then ripped a piece of metallic floor off the ground and drooped it onto Gluto.

SNAP! CRACK! KA-CRASH!

Gluto grunted out briefly before his slime particles stopped moving and dissolved onto the floor.

"How dare you touch me you slime!" Vilgax angrily ranted before he then raised his leg and crushed the piece of metallic floor even more.

CRAKA-CRUNCH!

Once Vilgax was satisfied Gluto wouldn't be a problem for him anymore, Vilgax then turned around and observed the cockpit holoface interface searching for Stan.

At the same time back outside with Stan...

KA-WHOOSH ZIP! BLAM! BLAST!

The Hunter-Killer droids continued to open fire upon the Gyropod Stan was riding which flew downwards flying past asteroids and space debris.

KA-WHOOSH ZIP! BLAM! BLAST!

After narrowly missing an asteroid which crashed into two pieces, Stan was starting fo feel tired.

"I've got to find a way to lose them... Wait, I've got it!" Stan then muttered out before he flew directly towards a large hole in an asteroid with the Hunter-Killer droids flying behind him.

Inside the asteroid, Stan paid closed attention to the interior of the cave before the Hunter-Killer droids then opened fire.

BLAM! KA-BLAST! Rumble...

Looking ahead, Stan then noticed that the cave inside the asteroid didn't extend fully outwards.

Panicking, Stan then slammed his feet on the buttons to control the turrets which then fired out and created a hole in the cave of the asteroid.

KA-BLAST! CRACK! WHAM! BOOM!

Flying through the hole, two Hunter-Killer droids then exploded behind Stan whilst he kicked his legs even harder and yelled out, "Come on! FASTER!"

Finally, the Gyropod broke free of the cave and blasted out back into space with two Hunter-Killer droids still flying after him.

CRAKA-BOOM! KA-WHOOSH! ZIP! Rumble...

"Phew... That was close." Stan muttered out in relief before he then stated, "I need to find a way back onto the Resolute and fast."

Flying towards the Resolute, Technorg then ripped off one of the tethers on the Resolute's hull.

SNAP! CRACK! WHAM!

Once that was done, Tetrax then activated his radio and informed Stan, "Stan, I'm opening up the rear ramp. Try to land in the cargo bay."

"Got that Tetrax, I'll try and get in the cargo bay." Stan then replied to Tetrax who did just that.

At the same time back inside the Resolute a few moments earlier...

"How did you get out of the Null Void Frenzy?!" Nibbler then questioned Frenzy in anger.

Smirking, Frenzy then explained to Ben and Nibbler, "Sometime after I bonded back to Melville in the Null Void, we had to adapt to our new environment and survive. After many days trapped in that hell hole, we came across Vilgax who was looking for a valuable ally."

"So then you teamed up with Vilgax to escape the Null Void." Ben then guessed causing Frenzy to smirk back and declare, "Correct and we ended up trapping you here. But still, there's one thing we don't understand, why would you follow Hopkins out here?"

A bright idea forming in his head, Ben then truthfully told Frenzy, "Well besides the fact that were his best friend, it's because the Omnitrix is going to self-destruct and wipe out the Universe."

"WHAT?!" Frenzy boomed out before he ranted out, "You lie runts!"

"It's true. If Stan doesn't find the creator of the Omnitrix and gets him to fix it, we'll all be ashes." Nibbler then snarkily declared to Frenzy.

Frustrated, Frenzy then boomed out, "You're lying! We should just..."

"Mena Goh!" Gwen then yelled out firing a ball of fiery Mana energy directly towards Frenzy's back.

BZZTT! WHOOSH! BLAST!

As the fireball incinerated Frenzy's orange coloured back, Frenzy then let go of Ben before he roared out, "GRAGH!" And dropped onto the floor rolling to put out the fire on his orange back.

KA-SPLAT! KA THUNK!

Gwen immediately ran up and grabbed hold of Ben before the two ran off down a nearby corridor before Frenzy put out the fire with a now burnt back before he roared out with his blank white eyes widening, "You little bitch! Now you're all going to die!"

Frenzy then ran on the ground on all fours chasing after Ben and Gwen who ran down the corridor away from the furious Symbiote.

"We'll make those kids suffer!" Jonah then reminded Frenzy before he growled back in response.

"How are we going to get out of this one?!" Ben then yelled out to Gwen who then noticed an escape pod container with a large red button next to it.

"Over there!" Gwen then yelled out to Ben before he grinned and ran inside the escape pod.

"Hey, Frenzy! We're right here!" Nibbler yelled out before Frenzy sprinted across on all fours and jumped upwards ready to harm Ben.

WHOOSH! THUNK! SPLAT! WHOOSH!

Smirking, Ben then ran underneath Frenzy before he aimed out his left hand and fired a green tendril blast directly towards the red button closing the hatch door.

WHOOSH! SLITHER! KA-SPLAT!

Realizing what just happened, Frenzy turned around and bashed his orange claw-like hands upon the door whilst Gwen and Ben waved at him.

"You little brats! Let us out!" Frenzy boomed out before Ben told him, "See you in space, you two!" With Nibbler then once again saying, "Remember to have a nice life!"

The escape pod doors then opened up causing Frenzy to try and prevent himself from being blasted out of the Resolute's hull with his thick claws dragging onto the metallic ground.

CRAKA-WHOOSH! CRAKA-RUMBLE! KA-SPLAT! SLITHER...

Despite all this, Frenzy was unable to hold on before he angrily yelled out to the kids, "THIS ISN'T OVER! WE WILL COME BACK!"

Frenzy was then blasted off into space with the air pressure being dragged outside before Gwen sealed the escape pod door shut.

KA-THUNK! WHAM!

With Frenzy now beaten, Gwen then told Ben, "Come on! Let's get to the cockpit!"

Back in the Resolute's cockpit a few moments earlier...

Paying close attention to the holoscreen and having heard what Tetrax talking to Stan, Vilgax noticed the Gyropod Stan was flying heading to the cargo bay section of the Resolute.

Remembering everything Stan had done to him, Vilgax squinted his red eyes before muttering out, "I have you now Hopkins..."

Vilgax then stomped off and left the cockpit behind heading to the cargo bay section of the Resolute.

THUMP! THUMP! THUMP!

At the same time back outside with Stan...

As Frenzy was blasted off into space away from the Xenon system, the battle continued.

KA-WHOOSH ZIP!

Approaching the outer hull of the Resolute, Stan dragged the Gyropod control levers up to slow the spaceship down only for the Hunter-Killer droids to stick themselves to the outer hull of the Gyropod.

KA-WHOOSH! THUNK! CRACK!

"Uh, oh. This is not good!" Stan shouted out panicking slightly whilst Technorg, Tetrax and Myaxx noticed what was happening.

SixSix then clambered out of the Resolute's hull causing Stan to warn them by saying, "Guys, look out! It's SixSix!"

KA-WHOOSH! BLAM!

SixSix then blasted Tetrax, Technorg and Myaxx onto the ground with a powerful laser beam attack.

As Technorg struggled to get up with Myaxx helping the Detrovite out, SixSix took out his pink laser pistols and attacked Technorg with them.

KA-BLAM! BLAST! WHOOSH! THUNK!

"Yondgargar!" SixSix rambled out before Tetrax fired a laser beam back which caused SixSix to take out a futuristic laser cutter and attack Tetrax with that.

WHOOSH! BLAST! WHAM! CRACK! THUD!

Hearing the Hunter-Killer droids trying to get into the Gyropod, Stan noticed SixSix fighting Tetrax on the Resolute's hull.

"I'm not losing anyone today!" Stan declared before he directed the control levers downwards towards the battle site.

SixSix then sliced Tetrax's laser pistol in half before he punched Tetrax and knocked him out onto the ground.

SLICE! PUNCH! CRASH! WHAM!

Tetrax then ended up dangling off the ship before SixSix looked up and noticed the Gyropod flying directly towards him before he was hit with a pair of laser beams.

KA-BLAST! CRACK! WHAM! BOOM!

As a result of the explosion, SixSix's helmet then shattered revealing a hideous reptilian face with pale ashy skin and purple eyes which were sealed shut.

"RARGH!" SixSix grunted out before he ended up being blasted off into space away from the Xenon system.

Sighing in relief, Stan then noticed the Hunter-Killer droids beginning to tear the hull of the Gyropod apart.

WHOOSH! THUNK! WHAM!

"Ah, nuts!" Stan then muttered out as the Hunter-Killer droids continued ripping apart the hull of the Gyropod.

At the same time back inside the Resolute's cockpit...

Peering out of a corner, Ben and Gwen slowly checked to make sure the area was clear before they walked feeling exhausted from their encounter with Frenzy earlier.

"Oh man, things sure got intense back there huh?" Ben then questioned Gwen who nodded back before asking him, "Where's Gluto anyway?"

Confused, both Ben and Gwen then called out, "Gluto!" Before Nibbler then told them, "Look on the floor!"

Frowning both of the kids then noticed Gluto's splattered goo all over the floor where Vilgax had crushed him earlier.

"Who did this to him?" Gwen then muttered out in shock kneeling on the ground.

"We don't know, Gwen. But maybe we can help him." Ben then suggested to her.

ZAP! SPARK! WHIRRR...

The kids then turned around and noticed the same broken Bioid from before aiming its laser rifle at them.

Before Gwen or Ben could attack the lone droid, Gluto then reformed and wrapped himself around the charging up laser rifle before it exploded.

KA-SPLAT! WHIRRR... CRAKA-BLAM! Rumble...

Gluto's remnants then splattered onto the walls and floor around Ben and Gwen before they both yelled out, "NO GLUTO!"

"It can't be, he's gone..." Nibbler then realized before Ben and Gwen mourned the loss of Gluto together.

At the same time back outside with Stan...

After having managed to shake off the Hunter-Killer droids, Stan aimed the broken Gyrosphere towards the open cargo hatch.

KA-WHOOSH! ZIP! SPARK! Rumble...

"Come on... Come on... Come on!" Stan then motivated himself with his hands gripping onto the control levers.

The Gyropod then flew directly towards the cargo hatch before it crashed onto the ground and finally exploded in a massive inferno of fire and debris.

WHOOSH! ZIP! CRAKA-BOOM! KA-Rumble...

"ARGHHH!" Stan frantically screamed out before he crashed onto the floor and tumbled across it several times before he came to a halt.

WHOOSH! CRACK! WHAM! THUNK!

No longer rolling around, Stan felt his body ache in pain whilst, the cargo hatch door then slowly sealed itself shut.

KA-THUNK! WHIRRR...

Feeling groggy and dizzy, Stan panted several times before he slowly tried to get up and ended up landing on his back.

"Okay... That was intense, but I'm alive and everything is going to be just..." Stan then whispered out before he froze in shock and began shaking in fear.

THUMP!

As Vilgax's large leg crashed onto the ground near Stan, the galactic conqueror glanced down and spotted his arch-rival for the beginning of their third encounter.

Stunned by what was happening, Stan then whimpered in fear remembering everything Vilgax had done to him whilst Vilgax was also remembering everything Stan had done to him in fury.

"Hello, Stan." Vilgax hatefully rasped out before Stan then whispered back with tears welling in his bright blue eyes, "No... No... No... Not you... You can't be here Vilgax..."

"Oh, but I am here, Hopkins!" Vilgax rasped out before he leaned down with his dark red eyes twitching and ranted out, "You are going to regret sending me to the Null Void for what little remains of your miserable life you damn Terran child!"

Vilgax then raised his large bulky hand only for Stan to crawl back and narrowly miss it by mere inches.

CRACK! PUNCH!

Vilgax then removed his enlarged fist from the ground before Stan jumped and loudly yelled out, "ARGHHH!"

Running the fastest he had ever run in his life, Stan ran past dozens of storage shelves before Vilgax stalked Stan hunting him down.

"RUN! RUN! RUN!" Stan reminded himself before he then wedged his body into a pile of shelves and ended up getting stuck.

"NO! NO! NO! COME ON!" Stan yelled out before he tried to pull himself forward attempting to break free right before Vilgax showed up with an enraged look on his face.

Vilgax then stretched out his right arm and tried to grab Stan, but Stan was then able to wedge himself through which caused the shelves above him and Vilgax to collapse separating them.

CRAKA-CRASH! WHAM! SMASH! THUNK!

"YOU WILL NOT ESCAPE FROM ME HOPKINS!" Vilgax furiously shouted out before Stan continued running for his life.

A few moments later...

The metallic hull of the Resolute groaned whilst Vilgax's large metallic feet stomped around with his deep raspy breathing echoing throughout the cargo bay.

In one of the stacked shelves, Stan had crawled underneath the structure and was hiding for his life.

"Don't make a sound, don't even move a muscle." Stan reminded himself before he heard Vilgax's footprints stomping nearby.

THUMP! THUMP! THUMP!

"Oh my god... Oh my god... Oh my god..." Stan thought to himself feeling scared and nervous beyond anything he had ever been in his entire life.

"I grow tired of this! I will find you and I will make you perish for everything you've done to me, Stan!" Vilgax angrily ranted out before he smashed his fist into the Resolute's hull denting it.

KA-WHAM!

Once Vilgax had angrily stomped off, Stan slowly crawled out of his hiding place and quietly sneaked across the floor only for the Omnitrix to act up again and beep negatively.

BEEP! ZAP! SPARK! Rumble... Groan...

As the green in the hourglass flickered in and out, Stan then felt his right arm tingling in pain again.

Gritting his teeth, Stan then looked down at the Omnitrix as another one of the matching buttons then changed colour from green to orange whilst the orange colour on the dial flickered even more as the SDM countdown continued.

BEEP! BEEP! BEEP! ZAP! SPARK! Groan... Rumble...

Running out of options, Stan then shouted out to Vilgax, "Look Vilgax, The Omnitrix is in Self-Destruct Mode. Even if you get it from me, you'll just end up getting blown to ashes along with the rest of the Universe!"

"I will take my chances once I have eliminated you." Vilgax then rasped back to Stan in hatred and insanity.

Stan didn't say anything but quietly crouched down and continued shaking in fear remaining hidden whilst Vilgax continued his hunt for Stan.

Meanwhile outside the Resolute...

CRAKA-SNAP!

The last of the three drill-like claws were removed from the hull of the superstructure before the Resolute then plunged towards Xenon having been pulled in by the planet's gravitational orbit.

"Hold on everybody!" Technorg then informed the group clutching onto Myaxx and Tetrax tightly as the Resolute plunged sharply towards Xenon.

At the same time back inside the Resolute...

Slowly walking around, Stan then spotted an opening gap and decided to wedge himself through it.

"Not this time!" Vilgax then shouted out before he grabbed hold of Stan's leg with his thick clawed hands.

WHOOSH! GRAB!

"NO! NO! NO! ARGHHH!" Stan loudly screamed out before Vilgax then tossed Stan onto the ground next to the glowing red button for the airlock door.

SMACK! WHAM! THUNK!

Gritting his teeth in pain, Stan then grabbed hold of his brown glasses, and slowly put them back on his face.

Stan then scrambled back up before Vilgax cornered him against the wall next to the airlock door and the glowing red button.

"At last... You will finally perish for everything you've done to me!" Vilgax then rasped out to Stan.

"For crying out loud Vilgax, you can have the Omnitrix without me fighting you! Just take it to Azmuth on Xenon and get him to fix the Omnitrix or we'll all be screwed either way!" Stan fearfully pleaded to Vilgax.

"I do not make deals Hopkins!" Vilgax rasped out before he raised his clawed fist ready to kill Stan once and for all.

Stan then noticed the glowing red button before he then yelled out, "That's okay. Neither do I!"

Stan then slammed his hand down on the glowing red button which triggered the loud red alarm.

Flick! HONK! HONK! HONK!

As the pair of double doors opened up with the air pressure being dragged outside, Stan's Gravity Boots then kept him stuck on the floor.

CRAKA-WHOOSH! CRAKA-RUMBLE!

"Say bye-bye Vilgeek!" Stan then snarkily taunted Vilgax before he ducked down and held onto the glowing red button.

Vilgax then tried to grab hold of Stan but ended up missing him by mere inches before he was dragged out of the cargo bay.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Vilgax shrieked loudly before he was blasted off into space with his sanity getting even worse.

Once Vilgax was gone, Stan then slammed the glowing red button shut before the airlock hatch sealed itself shut.

KA-THUNK! WHAM!

Now on his own, Stan then slumped down against the wall and panted in relief sweaty and exhausted by everything he had been through.

"Huh... Huh... I can't believe all that just happened." Stan whispered out before he then declared, "But I'm still alive!"

Feeling shocked and amazed he had survived everything that had happened, Stan sighed heavily in relief before he clambered up off the ground and then asked, "Okay, so what should I do now?"

Stan was knocked sidewards onto the floor yelling out, "ARGH!" in response to that.

CRAKA-WHAM! KA-BOOM!

As Stan clambered upright, he then used the Gravity Boots to walk across the Resolute's floor.

THUNK! THUNK! THUNK!

On the outside of the Resolute, the structure began glowing red with metal beginning to peel off the structure as the spaceship plummeted down towards the green atmosphere surrounding Xenon.

Inside the cockpit, Ben and Gwen were trying to frantically figure out the controls.

"How do you even work this thing?!" A confused Ben asked Nibbler before he stated, "We don't know how to fly a spaceship!"

"Shut up you two!" Gwen shouted back before she observed the controls and nervously muttered, "Come on... You can fly this thing! It's just like riding a bike."

As Gwen pressed random buttons, several levers then came up causing Gwen to panic and declare, "A high-tech super alien bike."

Stan then ran into the cockpit and noticed Ben and Gwen tugging on the various levers on the control panel.

"What are you two doing?" Stan then questioned Ben and Gwen.

"What does it look like we're doing?! Were trying to prevent the Resolute from being a scrap pile on Xenon!" Ben then snarkily informed Stan with Nibbler taking over at the end.

"Don't just stand there! You can help us!" Gwen then yelled out to Stan.

Confused, Stan scratched the back of his head before he looked down and noticed the splattered remnants of Gluto on the metallic floor.

"Hey, what happened to Gluto?" Stan questioned the others.

"Gluto sacrificed himself to save us from one of Vilgax's drones." Gwen sadly muttered out to Stan.

"I'm sorry you guys had to see that." Stan sadly remarked back to Gwen.

"There's not much we can do now." Nibbler then muttered out back to Gwen.

"It's called being unselfish. Something you two wouldn't understand." Gwen then informed Ben and Nibbler.

"Hey, we're unselfish!" Ben then bluntly remarked back to Gwen.

The Resolute then took another dramatic plunge towards Xenon with everyone crashing on the floor.

CRAKA-RUMBLE! THUNK! CRASH!

"Everyone stay calm! We can land the Resolute by working together." Stan promised the others before he moved his hands onto a large lever and pushed it downwards.

At the same time in another part of the Resolute...

Tetrax, Myaxx and Technorg sprinted through the corridor of the spaceship with rubble and debris lying around before the Resolute shook loudly.

CRAKA-RUMBLE!

Struggling to catch his feet briefly, Tetrax frowned before Technorg helped him back on his feet and continued running to the cockpit.

At the same time back in the Resolute's cockpit...

The kids were pressing various levers on the control panel for the Resolute before Ben then noticed the large one in the middle of the control panel and pointed out, "Have we pulled that one yet?"

"No, I don't think so." Gwen then remarked back before Stan walked forward and informed Ben and Gwen, "Well, here goes nothing... Alons-Y!"

Stan then began pulling down the main central lever before Ben and Gwen ran over and tried to help pull it down.

By now the Resolute had entered Xenon's upper atmosphere with the spaceship plummeting down through the bright green sky directly towards a large rocky canyon below the Resolute.

The three kids were then able to pull the lever down which caused the Resolute to enter a more stable landing descent with the spaceship flying past the large rocky crags around the spaceship.

Flick... WHIRRR... KA-THUNK! KA-RUMBLE! CRAKA-WHOOSH!

As the kids sighed in relief, they all looked up and noticed a large rocky crag right in front of them right before the Resolute crashed into the structure.

CRAKA-CRASH! CRAKA-CRUMBLE!

The huge rocky crag then collapsed in on itself with rocks and debris plunging before the Resolute crash-landed onto the ground and dragged into it sending alien mushrooms and debris flying off to the side whilst a large trench was formed behind the ship.

As the Resolute dragged across the ground, the kids soon spotted a large vertical cliff face directly ahead of them.

"Where are the brakes?!" Stan then shouted out before Gwen spotted a lever and pulled down directly on it.

The Resolute then gained a series of landing pads which popped directly upwards and halted the Resolute.

Flick! WHIRRR! CRAKA-SCREECH! CRAKA-RUMBLE!

The impact then caused the kids to go flying through the holographic interface right before they all crashed into the nearby wall.

"ARGHHH!" Everyone screamed out before they crashed onto the floor and slid down.

WHOOSH! CRASH! THUNK!

"Owww..." Nibbler then groggily complained from within Ben before he muttered out, "Please tell me we won't be thrown around like ragdolls anymore."

Tetrax, Technorg and Myaxx then ran into the cockpit before they noticed the kids slumped up against the wall.

"You kids alright?" Technorg then asked them before Stan stated out, "Bit dizzy, but were fine."

Tetrax then looked down and noticed the remnants of Gluto on the floor.

"GLUTO NO!" Tetrax then yelled out in shock and horror.

Struggling to believe what had happened to Gluto, Technorg then walked over before he looked down and stated, "I still can't believe he's gone..."

"What happened to him?" Myaxx then questioned the kids.

"Gluto sacrificed his life when he saved me, Ben and Nibbler." Gwen explained before Ben sadly said with Nibbler taking over, "He was a true hero until the end."

Stan then looked up and walked over to Tetrax before placing his hand on his back and remarking, "I'm sorry for Gluto. Tetrax. He was a good friend and an amazing pilot. If it wasn't for him, we might not even be here right now."

Sighing, Tetrax then glanced back at the orange Omnitrix on Stan's right arm and then told everyone, "We'd better find Azmuth before things get worse."

"Don't worry, I know where Azmuth's hidden compound is," Myaxx informed everyone.

"Come let's get some equipment before we begin our journey on Xenon." Tetrax then advised the group.

And so everyone then left the cockpit and headed towards the storage bay where Tetrax and Technorg handed the kids some large laser cannons which had a holster around them to carry on their backs.

"Here these XJ-4765 Laser Cannons should provide you, kids, with some good protection just in case we come across anything hostile on Xenon," Tetrax informed the kids who holstered the weapons over their backs.

"So what are we going to use for transport?" Ben then questioned the group noticing that Technorg was also carrying a laser cannon whilst Tetrax and Myaxx were carrying matching laser pistols.

"Well, we can't use the hoverboard's since they were all destroyed," Technorg stated to the kids.

"So we're walking then?" Gwen then questioned Tetrax who told her, "Yep. But we'll get to Azmuth's compound in no time at all."

"Got it Tetrax." Stan remarked before he finished with, "Let's follow Myaxx."

And so a few moments later outside the Resolute...

The cargo hatch of the Resolute then closed shut before everyone noticed the environment Xenon had.

KA-THUNK! WHIRRR...

Stepping outside onto thin sand ahead of him, Stan noticed that Xenon's atmosphere was an eerie green colour with many stars being visible from space along with the asteroid rings around Xenon in the distance.

Paying close attention to the smaller and dimmer orange dwarf star in the horizon that provided Xenon with all the ingredients for life, Stan then looked around and noticed the various brown alien fungal mushrooms and large green growing alien bioluminescent stalks which dominated the landscape.

Also, Stan heard various alien insect species around him with the desert wind howling in the distance.

"What kind of life does Xenon have?" Stan then questioned Tetrax.

"Not much. Xenon was always a backwater planet." Tetrax remarked to Stan before he asked Myaxx, "So where's Azmuth?"

"Azmuth has a large compound to the north through that valley," Myaxx told everyone pointing to the east of where the Resolute had landed.

"Alright, you heard Myaxx. Let's go." Technorg remarked before everyone then walked eastwards beginning their long trek across Xenon.

Thirty minutes later after a long trek across Xenon...

Inside a large and sweltering Mushroom Plant jungle, Stan and Tetrax led the group of six forward.

"Ugh..." Stan then grunted out causing Tetrax to notice that both of Stan's hands then glowed orange with Omni-Energy briefly again.

Rumble... Groan...

"How do you feel?" Tetrax questioned Stan who's hands then stopped glowing orange.

"Fine mostly, but every time that happens, I know that the Omni-Energy build-up is getting worse," Stan remarked back to him.

Frowning, Tetrax then faced Myaxx and asked her, "How much further until we reach Azmuth's compound?"

"It's directly ahead," Myaxx replied pointing to a gigantic rocky spire in front of them.

Glancing ahead, Tetrax and Stan then spotted a massive rocky spire which was built around a circular crater which had glowing alien mushrooms around it.

There was also a large artificial plant like tree that was growing upwards at the top with a path leading directly into the rocky spire.

"That doesn't look natural at all." Stan remarked before he stated, "We're so close to getting the Omnitrix fixed before it blows up."

"It's good that we are reaching the end of our journey," Tetrax remarked before everyone then walked across the path leading to the rocky spire and entered the cave.

Inside the rocky spire, the group soon entered a large cavern which had an old and metallic feel and tone to it but still having the same futuristic style as before.

Also, there was large planet like vines and roots covering the exterior of the cavern.

"Looks like it's the gardener's day off." Gwen then pointed out before Nibbler nervously muttered out, "We all need to stay alert for anything hostile."

"Tell me you didn't bring us all the way here for nothing." Technorg then asked Myaxx.

Looking forward, Myaxx observed the large vines and roots before she fully explained, "The compound must have been overrun. Azmuth was always worried his lab would be discovered by those after the Omnitrix."

"I guess Azmuth must be a Galvan then." Stan accurately guessed before he pointed out, "It would make sense as to why he would have gone to great lengths to hide."

Impressed, Myaxx then faced Stan and told him, "That's right. Azmuth is a Galvan and he's the smartest being in at least five galaxies."

"Interesting. I'd bet Grey Matter would want to learn more from Azmuth." Stan then jokingly remarked back.

As the group walked down the hallway, a series of yellow dots then activated and observed the group whilst some nearby roots then moved on their own.

Flick! Rumble... Flick! Rumble... Groan...

"But I thought he was just being paranoid," Myaxx stated before Ben sniffed the air and sensed that something seemed off.

Sniff... Sniff...

"Any chance he escaped?" Tetrax then asked Myaxx only for Ben to frown and glance at a pair of vines along with Gwen.

Slowly but surely, the vines popped away before it revealed a circular pod with sharp teeth around it right before...

"RARGH!" A yellow coloured Florauna roared out surprising the group.

"ARGH!" Both Ben and Gwen screamed right before a blue energy beam hit the Florauna's face.

ZAP! SPARK! BLAST! BOOM!

The Florauna's body then stopped moving and crashed onto the floor dead showcasing Tetrax having saved Ben and Gwen.

Then several more pods opened up as more Floarauna's emerged from the walls and roared out, "RARGH!"

Before they attacked the group stretching out their plant-like arms.

WHOOSH! STRETCH!

"Florauna!" Technorg shouted out before he yelled, "Aim for their limbs and slice them off!"

Immediately, Stan then took out the energy cannon off his back before he placed it onto his hand and shouted out, "Stick together everyone!"

Stan then opened fire upon the Florauna and took out three in the process.

ZAP! SPARK! BLAST! KA-BOOM! Rumble... THUNK!

Everyone else then aimed their laser weapons at the Florauan's and opened fire destroying many of the vines they were using.

WHOOSH! KA-BLAM! BLAST! BOOM! Rumble... SPLAT! CRACK!

Then more vines appeared from each side of the group causing Myaxx and Technorg to open fire and blow them up.

WHOOSH! BLAST! BOOM! KA-BLAM! THUD!

Then one Florauna took off some seed bombs from his back and hurled them directly towards the group.

WHOOSH! BOOM! BLAM!

In response, Technorg leaned down and protected the others before Tetrax created some jagged diamond crystals from the ground using his hands.

Rumble... SNAP! CRACK!

The blast of the explosion caused Ben, Gwen and Stan to go flying before they all landed on the ground separated from each other.

WHOOSH! THUNK!

Feeling the intensity of the battle get to him, Ben then allowed Nibbler to take over his body before the green Symbiote began morphing on Ben's outer body.

Splat... Slither... Squelch...

Unbeknownst to Nibbler and Ben, however, things were about to get much worse.

As a result of the explosion, Stan ended up losing his brown glasses.

Worried, Stan frantically fumbled around for them before he placed them back over his bright blue eyes...

And noticed a Florauna dive-bombing directly towards him.

Shocked, Stan barely had time to react before Gwen then yelled, "Stan, get out of the way!" Right before she jumped and shoved Stan out of the way.

WHOOSH! THUNK!

Toppling on his back once again, Stan groaned before he looked up and noticed something that would haunt him for years to come.

The Florauna had trapped Gwen in its mouth as she struggled to get out of the jaws of the plant alien.

"HELP! ARGHHH!" Gwen then loudly yelled out causing Stan and Nibbler to panic.

"Hold on Gwen! We're coming!" Nibbler then boomed out only for more vines to entrap and pin the Symbiote down onto the ground,

WHOOSH! STRETCH! GRAB! SLAM! SPLAT!

"RARGHH!" Nibbler roared out trying to escape from the vines trapping him before Stan then stood up and yelled out, "GWEN!"

Having no choice left after realizing everyone else was entangled by large vines and attempting to break free, Stan glared in anger before he then glanced down at the orange Omnitrix and pressed down the green button.

BEEP!

"Stan, no! The Self-Destruct countdown will accelerate!" Myaxx pleaded to Stan not wanting the situation to get worse.

"I DON'T CARE! NO ONE ELSE IS DYING TODAY!" Stan furiously yelled out in anger refusing to let anything happen to Gwen or Ben.

Scrolling through the silhouettes, Stan then angrily tapped down the exposed core and transformed via a flash of bright green light that had a huge orange tint to it.

BEEP! FLASH!

Appearing from the transformation, Four Arms then charged forward whilst the Omnitrix symbol on his left shoulder brokenly beeped out, "Tett... Tetra...mann...mann...and... DNA... Sam... Sample... acti...viated..."

"STAN!" Gwen screamed out before Four Arms yelled out, "HANG ON GWEN!"

WHOOSH! STRETCH! GRAB!

More vines then surrounded Four Arms before the Tetramand growled and ripped them off him whilst the pod that trapped Gwen then sealed itself shut.

SPLAT! KA-THUNK! RIP!

Shocked by what he saw, the pod then dragged Gwen into a nearby hole causing Four Arms to panic and freak out.

"NOOOOOOOOOO!" Four Arms loudly boomed out before his anger overtook him.

"RAARGH!" Four Arms yelled out before he charged forward and landed near the hole only for a metallic hatch to seal it shut whilst the Floruana slid off vanishing into the cavern.

KA-THUNK!

Immediately, Nibbler sprinted over to the manhole and tried to pull it open with Four Arms frantically peeling it off.

"HURGH!" "RARGH!" Four Arms and Nibbler roared trying to break the hole open.

However, the hole refused to budge open.

"GWEN!" "GWEN!" Four Arms and Nibbler then both shouted out at the same time.

Immediately, Four Arms smashed his fists onto the metallic ground and tried to open it alongside Nibbler whilst Tetrax, Technorg and Myaxx watched on.

SMASH! CRASH! WHAM! THUNK! SPLAT! THUD!

"Stan! Ben! Nibbler! She's gone!" Tetrax then informed them both.

Immediately, Nibbler turned around with his blank white eyes in a furious rage before he boomed out, "SHUT UP! WE CAN STILL SAVE HER! SHE'S OUR FAMILY!"

Tetrax immediately dragged hold of Four Arms whilst Technorg confronted Nibbler and calmed him down.

"I'm sorry you two. But there was far too many." Technorg sadly stated before Tetrax sympathetically explained, "The Florauna wasn't going to stop until they had one of us."

Nibbler snarled back at Technorg in response and angrily stumbled up and was about to say something only for Four Arms to beat him to it.

"She sacrificed herself for me..." Four Arms coldly began before he shoved Tetrax to the side and walked off with everyone listening to him.

Feeling extremely angry, Four Arms then went on a destructive rampage taking out his anger on a nearby wall.

SMASH! CRASH! WHAM!

"IT SHOULD HAVE BEEN ME!" Four Arms yelled in a broken voice before he punched the wall several times.

SMASH! CRASH! CRAKA-WHAM! PUNCH! CRACK!

"IT SHOULD HAVE BEEN ME!" Four Arms continued repeating loudly as he punched the wall even more.

SMASH! CRASH! PUNCH! KA-CRACK!

"IT SHOULD HAVE BEEN ME!" Four Arms finished yelling before he punched the nearby wall with a massive explosion occurring.

CRAKA-BOOM! SMASH! CRASH! WHAM! Rumble...

After his destructive rampage, Four Arms panted in exhaustion before he kneeled onto the floor feeling ashamed of himself whilst the dust and debris settled down.

As Four Arms felt his emotions fluctuating, the Omnitrix symbol on his left shoulder beeped red numerous times before Four Arms transformed back into Stan via a flash of bright red light that had a massive orange tint to it.

BEEP! BEEP! BEEP! FLASH!

Now back to normal, Stan kneeled on the dirty floor before he felt tears overwhelming his bright blue eyes as the Omnitrix brokenly beeped out, "Warning... Warning... Warning... Omni... Ene... rgy... Is.. lo...w... lo...w... lo..w... Rec... Re...ch... Mo...de... activ...ated..."

After going through so much in a short time and losing someone that Stan cared about so much, it was simply too much for him to bear.

"It should have been me..." Stan whimpered out before he sniffled out, "Oh... Gwen... I let you down... Uhhuhhahahah!"

Instead of quietly crying normally to himself, Stan broke down and openly sobbed as he underwent his biggest emotional breakdown off all time.

Technorg lowered his head in sympathy whilst Myaxx also had a guilty look on her face whilst Nibbler snarled and paced around the area with his hands on his head muttering obscenities to himself.

Worried about Stan and showcasing how much he had changed, Tetrax then ran over and tried to hug Stan only for him to snap back in anger and fear.

"Don't touch me!" Stan shouted out before Tetrax then gently said, "Stan! Look! Look! It's Me... Calm down and look at me."

"I couldn't save her..." Stan whimpered out with tears leaking down his face and onto his neat white t-shirt before Tetrax hugged him and told him, "It's okay... It's okay..."

"Tetrax..." Stan sadly muttered out as he continued crying with tears leaking out of his puffy red eyes.

Watching Stan cry, Nibbler growled in fury before Ben whispered to him, "There's one person who caused this and she's got to pay!"

Facing Myaxx, Nibbler then gave off his most enraged face ever before he stomped over and roared out, "THIS IS ALL YOUR FAULT!"

"My fault?!" Myaxx shouted out before she angrily remarked, "What do you mean?!"

Snarling with his jagged spikey teeth dangling out, Nibbler angrily ranted out before roaring at the end, "Oh really?! We know exactly where to start. If you hadn't helped the creator make the stupid Omnitrix! Then Stan wouldn't have found it, gone through all this crap trying to fix it and GWEN WOULD STILL BE ALIVE WITH US!"

Technorg then stepped in between Myaxx and Nibbler before he yelled out, "Nibbler, Ben, knock this off now!"

Myaxx then walked forward and angrily ranted out, "I may be a selfish and self-centred being, but it takes one to know one!"

"GRRARARGHHH! THAT DOES IT!" Nibbler then roared out before Stan screamed out, "STOP FIGHTING!"

Confused, Nibbler and Myaxx glanced at Stan who was now stood upright and had stopped crying with tear lines running down his face.

"But Stan, Myaxx was responsible for..." Nibbler ranted out before Tetrax then shouted out, "Just listen to him!"

Nibbler scowled angrily before he glared at Myaxx.

"Look sometimes bad things happen and you can't do anything to stop it. This is one of those times where we've lost Gluto and Gwen. But instead of fighting, you know what they would want us to do? They would want us to find Azmuth and save the Universe! So quit fighting amongst each other! Or everything we've done will have been for nothing..." Stan angrily ranted out to everyone.

Everyone then remained silent before Tetrax stated, "Stan's right, we still need to find Azmuth and get him to deactivate the Omnitrix."

Sighing in disbelief, Nibbler then walked forward before he shrunk back down with a frustrated Ben appearing.

Splat... Slither... Squelch...

"Fine, we'll do what needs to be done." Ben coldly muttered before he glared at Xylene and told her, "But once this is over. We never want to see your face again."

"Duly noted." Myaxx replied before Technorg sighed and asked Myaxx, "Myaxx, where would Azmuth be hiding from an attack like that?"

Ben then walked over to comfort Stan who slouched over and walked back to the hole Gwen had vanished down.

"Here," Myaxx remarked before she pressed a hidden panel in the wall which opened up a door leading into a rocky tunnel that was dark and pitch black.

WHIRRR... THUNK!

Myaxx and Technorg then walked down the tunnel before Ben shoved past Tetrax in anger with a cold expression on his face.

Sighing, Tetrax then glanced back at Stan who was kneeled near the hole Gwen had vanished down.

"Stan, we need to go." Tetrax then reminded Stan who sighed heavily and got up.

"Go on ahead. I need a minute." Stan then informed Tetrax who nodded back and walked off into the rocky tunnel.

Now on his own, Stan glared at the hole before he sighed heavily and truthfully admitted, "Gwen... I'm so sorry that I couldn't protect you... I know we just met back when the summer started... But over the past few months, we grew to know and care for each other as friends..."

Struggling to think of what to say next, Stan sighed before he quietly muttered, "And yet for the longest time I've felt different around in ways I couldn't understand... But now I understand why I always acted oddly around you..."

Closing his bright blue eyes, Stan then mustered up the courage and bluntly declared to himself, "Gwen Tennyson, I loved you with all my heart, And I'm sorry I never got the opportunity to let you know how I truly felt about you. And the worst part? I never knew what you truly thought of me back."

Now having declared how he truly felt about Gwen, Stan frowned before he slouched down and walked after the others in the tunnel.

Ten minutes later further ahead in the rocky tunnel...

The group remained quiet and silent with Tetrax leading the group with Stan at the far front who had no expression on his face.

"You okay Stan?" Tetrax asked him.

"No... Ever since Gwen died, I've been wondering how I'm going to tell Uncle Max about it. He's never going to forgive me for what I've done." Stan coldly remarked with no signs of emotion on his face.

"I'm sorry Stan. I truly am." Tetrax admitted before he glanced to the side and said, "But I know what you're going through right now."

"What do you mean?" Stan questioned Tetrax.

"Do you remember when we first met and had the family argument?" Tetrax asked Stan.

"Yeah, I do. That was a lifetime ago." Stan then replied to him.

"It all started when I was young." Tetrax began before he fully explained, "Back then, I didn't care about anybody but myself. So it made sense that I wound up a mercenary. A soldier for hire. I was loyal to whoever paid me the most no matter how evil they were. It was only a matter of time before I worked for the worst of the worst, Vilgax."

"What did that monster do to you?" Stan then questioned Tetrax.

"I stole the last piece of the puzzle Vilgax needed to invade Petropia, my homeworld. When my people didn't bow at his feet, he destroyed the entire planet to make an example out of it and committed genocide upon the Petrosapien race. Vilgax did the dirty work, but he couldn't have done it without my help." Tetrax fully remarked causing Stan to remain speechless in horror.

"So when I heard that he was after the Omnitrix, I vowed that I would never let another powerful weapon fall into that bastard's claws again." Tetrax fully said to Stan.

"Wow... I thought the Universe was a wonderful place... But now it's just dark and miserable like everywhere else." Stan coldly remarked before he sighed and muttered out, "This is all my fault."

"Stan..." Tetrax began before Stan ranted out, "I saw that the Omnitrix was acting odd at the nuclear reactor, but I used it anyway and I must have set off the Self-Destruct... And now Gluto and Gwen are dead because of me! And now the rest of the Universe will soon be no more..."

"We both have made costly mistakes. But if we don't find Azmuth and stop the self-destruct countdown, then Gwen and Gluto and all the others will have lost their lives for nothing." Tetrax fully explained before he asked, "And we're not going to let that happen right?"

"No chance. We've come this far and we will not stop until we find Azmuth and get him to fix the Omnitrix." Stan promised Tetrax.

Myaxx then came to a halt with Technorg and Ben then stopping.

"Look out!" Myaxx then warned Stan and Tetrax.

Immediately, Tetrax and Stan stopped walking before they turned around and noticed a massive explosion of flammable heat blast towards them causing Tetrax to grab hold of Stan and protect him when the explosion hit them.

CRAKA-BLAM! KA-THUNK! Rumble...

Once the explosion occurred, Tetrax gave out a sigh of relief before Stan looked to the side and noticed a futuristic steel door that was sealed off.

On each side of the hallway, a series of yellow dots then activated and observed the group before a yellow camera then glanced at Stan and Tetrax from the front door.

Flick! Rumble... Flick! Rumble...

The camera then zoomed in on Stan before it noticed the orange Omnitrix on Stan's right arm.

"The Omnitrix!" A deep and powerful robotic male voice then boomed out before the camera flashed blue blinding Stan and Tetrax briefly.

FLASH!

Blinking his bright blue eyes, Stan then noticed a hologram of a huge mechanical bio-suit holding a staff which had the Omnitrix hourglass in the centre of its chest along with Codon energy flowing through its shoulders and face mask.

"What are you doing with my Omnitrix?" Azmuth then questioned Stan.

"My Omnitrix? You're Azmuth aren't you?" Stan then asked Azmuth before everyone else then arrived.

"Myaxx, you traitorous worm. Is that you?" Azmuth questioned Myaxx.

"Nice to see you again to boss." Myaxx snarkily taunted Azmuth back.

"This had better be worth it." Ben then coldly remarked with Nibbler angrily grunting at the end.

Feeling nervous, Stan adjusted his shirt collar before he stepped forward and calmly told Azmuth's hologram, "I'm Stan Hopkins. I wound up with the Omnitrix two months ago. Now it's in Self-Destruct mode and..."

"I know! I invented it!" Azmuth then shouted interrupting Stan.

Feeling slightly angry, Stan then calmed down and asked him, "Oh yeah. So anyway, if you could just deactivate the Omnitrix..."

Azmuth's hologram then vanished before more steel doors closed shut in front of the group.

KA-WHAM! KA-THUNK! KA-CRASH!

"Maybe Stan didn't make it clear why we're here!" Technorg then muttered out to everyone who glared in anger at the door.

"I understand completely! You misused my creation and now the whole Universe will be destroyed!" Azmuth informed the group.

Feeling his anger getting worse with his hands shaking slightly, Stan then stepped forward and pleaded to Azmuth, "Look, I'm begging you, please let us in and shut down the Omnitrix! Innocent people have died trying to get us this far to fix the mistake I've caused. Now please look into your heart and do the right thing."

There was silence for a few moments before Azmuth then bluntly declared, "That is none of my concern."

Enraged by Azmuth's comment, Stan gritted his teeth before his Saiyan rage overtook him for the second time.

"None of your concern?! I've suffered so much trying to find you and this is how you repay me?! By telling me, it's none of your concern when the entire universe is going to be destroyed?!" Stan angrily ranted out before his eyes turned into a blood-red colour with no visible irises representing his Saiyan rage overtaking him.

"Well guess what?! IT IS NOW!" Stan then roared out showcasing his sharp teeth before he activated the orange Omnitrix.

BEEP!

Activating the Omnitrix dial which glowed green, Stan scrolled through the silhouettes before he spotted the Rath silhouette and angrily slammed down the core.

THUNK!

A massive flash of bright green light engulfed Stan which flashed completely orange for a brief second right before Rath emerged with his normal blue eyes now a blood-red colour.

BEEP! FLASH!

"Appoplexian... DNA Sample activated..." The Omnitrix brokenly spewed out before Rath snarled and roared out, "GRAARGHHHH!"

Roaring in fury and rage, Rath then extended his claws and cracked his knuckles before he ferally charged towards the door and tried to punch it only to get zapped back by electricity.

WHOOSH! ZAP! WHAM! THUNK!

"That looked like it hurt." Myaxx then observed from the sidelines causing Technorg to mutter, "That probably wasn't such a good idea."

Furious, Rath then snarled again before he jumped up and tried breaking the door again only to get zapped back yet again.

WHOOSH! ZAP! WHAM! THUNK!

Landing on his back, Rath angrily yelled out, "I've come too far! I've lost too much to be stopped now by some metallic door! RARRRGH!"

Running towards the door, Rath then slammed his hands into the door before he used his claws to rip apart the structure before Rath used his fury and rage to smash down the metallic door.

SMASH! CRASH WHAM! CRAKA-CRUMBLE!

As the metallic door broke down, a snarling Rath entered Azumth's laboratory with everyone else following on.

"That's it, Stan. Get Azmuth to fix the Omnitrix." Ben then darkly declared with Nibbler encouraging Rath's rampage.

"Shesh, remind me not to make get the kid mad." Myaxx then whispered under her breath.

As the smoke and rubble cleared away, Rath spotted Azmuth's huge mechanical bio-suit at the end of the laboratory near a desk.

"You are going to deactivate the Omnitrix and destroy for it good so no one can ever use it again!" Rath then furiously demanded Azmuth.

"You think you're a hero, but you're a fool! You've only sped up the countdown! Because of you, the Universe has even less time!" Azmuth then bluntly informed Rath.

Now pushed beyond his fury, Rath snarled before he ranted out, "Then if the Universe is going down! I'm going to have the pleasure of TAKING YOU DOWN WITH ME! RARRGH!"

Rath then charged forward and tackled Azmuth's bio-suit onto the ground sending lab equipment crashing onto the floor with them which shattered on impact.

WHOOSH! GRAB! SMASH! CRASH!

Glancing at the right arm, of the bio-suit, Rath then extended his claws before he leant under and applied pressure under it before he ripped the right arm of the bio-suit off using his strength.

CRAKA-RIP! KA-SMASH! Rumble...

Once the right arm of the bio-suit was ripped off, Rath snarled before he smashed the robotic arm on the bio-suit numerous times whilst he also punched the bio-suit with his left hand.

SMASH! CRASH! WHAM! PUNCH! CRACK! WHAM!

With the bio-suit now dented, Rath then hurled the right arm off him before he continued punching the bio-suit numerous times showing no sign of slowing down.

SMASH! CRASH! WHAM! PUNCH! CRACK! WHAM!

"Stan, that's enough! You're going to kill him!" Tetrax then yelled out from the sides causing Rath to slowly hold his last punch.

Frowning, Rath then turned around and noticed everyone else watching him from the sides.

Slowly feeling Stan's Saiyan rage vanishing, Rath slowly calmed down before he stepped up and panted heavily in exhaustion.

"He's... Had enough..." Rath muttered out before he kneeled onto the floor and closed his blood-red eyes briefly.

Rath then reopened them revealing his normal blue eyes with brown pupils present in them.

Now back to normal and feeling calm, Rath then faced the others who had sympathetic expressions on their faces.

Slowly standing up, Rath lowered his head and slumped forward before he told them, "I'm sorry... I freaked out like that..."

Before anyone could say or do anything the, bio suits chest panel then hissed open.

HISS! Rumble... WHIRRR...

As smoke came out of the bio-suit, an elderly Galvan who was similar to Grey Matter emerged except he had a series of six tendrils growing out of his jaw representing a beard.

He was wearing a dark green jumpsuit which had bronze-coloured platings along his neck, shoulders and wrists along with a light green Omnitrix hourglass on his chest.

He was also carrying a small staff in his left hand along with wearing a belt around his waist.

"Well look at what you did. Do you know how long it takes to break in a bio-suit like that?" Azmuth replied in a caring and elderly voice that had a snarky tone to it before he glanced up at Rath.

"Of course you had to be a Galvan." Rath remarked back before he frowned and asked Azmuth, "So will you fix the Omnitrix or will I break more of your equipment? It's your choice."

"Yeah, I'm a Galvan." Azmuth told Rath before he asked him, "So does that give you the right to destroy my property and invade my privacy?"

Rath frowned in annoyance before Nibbler appeared from Ben's left hand and faced Azmuth.

Splat... Slither... Squelch...

"Enough talk Galvan! Stop the countdown and fix the Omnitrix already!" Nibbler angrily shouted out to him.

Before Rath could say anything else, the Omnitrix symbol in the middle of his chest then beeped red numerous times before Rath transformed back into Stan via a flash of red light that was completely orange.

BEEP! BEEP! BEEP! FLASH!

Now back to normal, Stan stumbled around briefly whilst the Omnitrix was barely able to say anything with the voice modulator now completely broken.

Holding out his hands Azmuth then fully declared, "I say let the Omnitrix self-destruct and take the Universe with it. The best thing that could happen to this Universe since it began. A fresh chance to start over."

"And what gives you the right to say that?" Ben then questioned Azmuth still feeling cold about Gwen's death.

Facing the group, Azmuth then informed everyone, "I didn't create a weapon. All of you did!"

"What do you mean?" Technorg then questioned Azmuth.

Sighing, Azmuth then fully explained, "I created the ultimate device for understanding all the beings in the Universe to use the Omnitrix to promote peace across the Universe."

Azmuth then faced Stan and coldly told him, "You and Vilgax are no different."

"That's not true! Ever since I found the Omnitrix, I made a vow that I would use it to help innocent people who were in danger and stop people who were putting others at risk! I've always stood by the motto of it's the right thing to do." Stan truthfully informed Azmuth.

"Oh really? It seems obvious that you've also used the Omnitrix to mess around for your own selfish gain Terran." Azmuth then bluntly informed Stan.

Sighing in defeat, Stan then glanced down at Azmuth and truthfully admitted, "You're right. I have messed around with the Omnitrix for my selfish gain. And I've also caused many messes that involved the Omnitrix one way or another. But you know what? After everything I've been through on this life-changing journey, I just thought I would be glad to get the Omnitrix fixed and get the opportunity to live a normal life again... But now I realize that because of my actions, I've trigged the chain of events that has led to the entire Universe at risk of being wiped out."

Azmuth frowned slightly before Stan then truthfully declared, "But you know what? Sometimes you just have to see the good in people who care about each other. You can't just be selfish and bottle it all up because sooner or later you'll end up making things worse. So please Azmuth, look into your heart and do the right thing by shutting down the Omnitrix and preventing anyone else from using it before things get worse."

Azmuth then turned around and gave a look of sympathy towards Stan who was emotionally broken from all the trauma and loss he had been through.

The laboratory then began shaking with rocks and debris plunging from above.

CRAKA-Rumble... SMASH! CRASH! WHAM!

"Quick! Everybody out now!" Tetrax shouted out to everyone.

Nodding back, Stan then scooped down and gently grabbed hold of Azmuth before the group ran out of the cave and back into the open of Xenon on top of the rocky spire next to the large artificial plant like tree.

As the group came to halt, Stan froze in shock before he muttered out, "Oh you've got to be kidding me right now!"

All over the rocky spire, hundreds of Bioids belonging to Vilgax were dotted all over the area such as the normal working version along with larger and bulkier versions that were all carrying laser rifles.

Also up in the sky, dozens of Vulture Bioids hovered in the sky ready to attack the group whilst Vilgax and Frenzy were using a hovering platform with SixSix dangling above on a metallic rope that Vilgax was using to control him.

"Azmuth the creator of the Omnitrix!" Vilgax boomed out before he smirked and stated, "At last we meet. What an honour for you..."

Chuckling, Frenzy then leaned over the railing and glanced at the group with a slasher smile on his face causing Ben to scowl back in anger with Nibbler ready to end their rivalry once and for all.

Nervous, Stan then gulped holding Azmuth before he thought, "Ah nuts! Where's Trey and Kyle when you need them?!"

Several large orange pods then crashed into the landscape around Xenon's rocky spire.

WHOOSH! CRASH! THWACK! BOOM! Rumble...

As the orange pods hissed open, several giant droids then emerged from the pods before they stomped forward towards the battle site.

As Vilgax's Bioid army slowly surrounded the group who all backed up near each other, Vilgax then smirked before he boomed out, "This ends now! Spread out and kill them all! The Omnitrix will be mine!"

"Roger that master." Frenzy chuckled before he yelled out towards the army of droids on the ground, "Get moving!"

A squadron of droids nodded back before they all aimed their laser rifles and opened fire upon the group.

BLAM! BLAST! SMASH! CRACK! WHAM! BOOM! Rumble...

Whilst that happened, Vilgax then let go of SixSix before he flew down towards the ground and opened fire from above determined to kill Tetrax.

KA-BLAM! BLAST! WHOOSH! THUNK!

Vilgax then faced Frenzy and signalled him to move out to assist SixSix.

Smirking, Frenzy then jumped off the platform and crashed onto the dirt ground before he pulled out a large laser rifle from his back and opened fire upon the group enjoying the chaos he was causing.

KA-SPLAT! WHOOSH! THUNK! BLAST! BLAM! BOOM!

In response to this, Tetrax slammed his hands upon the ground and created a huge wall of diamond crystals protecting the group from the onslaught.

CRAKA-RUMBLE! SNAP! CRACK! BLAM! BOOM!

The red laser blasts blasted off the diamond structure with everyone crouching down and taking cover from the onslaught.

"We need a plan!" Technorg then shouted out before everyone then noticed Stan was tempted to use the Omnitrix.

"Use the Omnitrix now and we can kiss the Universe goodbye!" Tetrax informed Stan who nodded back and told Tetrax, "Right. Do you want a plan? Because I've got one."

Everyone then listened to Stan before he told Tetrax and Myaxx, "Tetrax, Myaxx, do whatever you both can to take out as many of those droids as you can."

"Got it," Myaxx replied to Stan with Tetrax nodding in approval.

Facing Techorg, Stan then informed him, "Technorg, use your gladiator skills and demolish many of those droids. Try and take down the heavy hitters."

"My life is in your hands." Technorg boomed back to Stan.

Facing Ben, Stan then bluntly told him, "Ben, Nibbler. Rip and tear those droids apart."

Ben simply smirked back before Nibbler slowly overtook him.

Splat... Slither... Squelch...

"With pleasure boss." Nibbler darkly replied looking forward to fighting on the battlefield.

Once all the instructions were given, Stan holstered the energy cannon he was carrying and cocked it up before he told the group, "Remember we do this for Gwen, Gluto and anyone else we've lost."

ZAP! SPARK! Rumble... KA-BOOM!

Now on top of Stan's head, Azmuth then asked Stan, "Why do you continue to defend the Omnitrix when it's hopeless? I do not understand."

"That's because you only think about yourself Azmuth!" Stan bluntly declared before he stood up and told Azmuth, "Now step off! I've got a Universe to save!"

Shrugging, Azmuth then jumped off Stan's head before Stan faced everyone else with a determined expression on his face.

WHOOSH! THWIP!

Holding out his right arm in the air and clenching it into a fist, Stan then yelled out, in a tone of leadership, "CHARGE!"

"FOR OUR FAMILY AND FRIENDS!" Nibbler roared out before him and everyone else then leapt over the wall and crashed onto the desert ground ready to fight.

And so the first major battle that Stan and his team would take part in known as the 'Battle of Xenon' in later years began.

Aiming the energy cannon at the droids, Stan then opened fire and began blasting as many targets as he possibly could.

ZAP! SPARK! BLAST! KA-BOOM! Rumble... THUNK!

Whilst Stan opened fire, Tetrax then landed near Stan before he hurled several diamond shards towards some of the nearby droids damaging them.

RATATATAT! WHOOSH! SMASH! CRACK!

Tetrax then charged in and tackled the droid onto the ground before he formed a diamond sword and impaled the droids head killing it instantly.

WHOOSH! SLICE! CRASH! WHAM! SLAM!

Whilst that happened, using her gymnastic skills, Myaxx kicked a lone droid onto the ground before she grabbed hold of the laser rifle and used it to fight off more droids around her.

WHOOSH! KICK! SMACK! GRAB! ZAP! SMACK! CRAKA-BLAM!

Nearby, Technorg rammed into a large horde of droids and used his former gladiator skills to rip apart and destroy many droids as he possibly could.

SMASH! CRACK! KA-WHAM! SMASH! CRASH! WHAM! THUNK!

After using his robotic mace to smash in the face of a larger and bulkier droid, Technorg then turned around before he grabbed hold of a smaller droid, raised his knee and smashed it directly onto it.

KA-CRACK! WHAM!

Technorg then tossed the broken droid onto the desert ground before another one was sliced in half by Nibbler who was ripping and tearing any droid he spotted into pieces.

WHOOSH! SMASH! CRASH! KA-SPLAT! SLICE! WHAM!

After crunching down on a droid's head and ripping it off, Nibbler spat out the remains before he spotted a larger and bulkier droid stomp over to him.

CRUNCH! CHOMP! CRASH! WHAM!

However, Stan then fired several dozen energy blasts towards the droid causing it to kneel before Nibbler jumped up and sliced off the robot's head using a large sword.

ZAP! SPARK! BLAST! KA-BOOM! SLICE! KA-THUNK! SPLAT!

As the battle of Xenon raged on, huge explosions of flame and rubble covered the battleground with a massive dust cloud raging around the site blinding many objects with reduced visibility present.

Stan and Nibbler then faced each other back to back before two Vulture droids flew down and unleashed red laser beams upon the two.

WHOOSH! BLAST! SMASH! CRASH! CRAKA-BLAM!

Nibbler then grabbed hold of Stan and protected him with his body with the laser blasts being deflected around them.

Once the attack stopped, Nibbler and Stan glanced up at the sky before the two Vulture droids flew before they suddenly halted.

WHOOSH! BZZTT! ZAP! SPARK!

A pair of bright pink forcefield's then appeared around the flying droids before the shields exploded destroying them.

CRAKA-BOOM! Rumble...

As the rocky debris and rubble fell sending more droids flying from the impact, Nibbler and Ben's eyes widened in shock.

"No way... Is that?!" Stan whispered out before him and Nibbler glanced up at a nearby cliff where two familiar figures emerged from the dust.

Gluto and Gwen were alive and standing proud and tall.

"Are you seeing this?!" Nibbler then blurted out in shock before he declared, "Gwen and Gluto are alive!"

Not caring how they were alive, tears welled up in Stan's bright blue eyes and Nibbler's blank white eyes before they both ran over to Gwen and Gluto.

Enroute, Nibbler shrunk back down into Ben as the two boys narrowly dodged the explosions right whilst Gwen and Gluto scaled down the cliff.

Stan and Ben then ran over and hugged Gwen tightly before tears leaked down both their faces openly before Gwen smiled and hugged them both back caringly.

"I don't know if there is a god... But if there is, thank you for keeping my friends alive and safe." Stan then thought to himself relieved that everyone he knew was still alive and safe.

The kids then separated from the hug before Ben shouted out with Nibbler taking over at the end, "Gwen! We're sorry we couldn't keep you safe!"

"It's okay you guys, what matters now is that we're all safe and together." Gwen then replied to Ben and Nibbler.

"What's going on over here?" Tetrax then called out before he noticed Gluto and yelled out, "Gluto?! That's impossible!"

Technorg and Myaxx then ran over before Technorg boomed out, "Gluto?! You're alive!"

"We thought you guys were goners!" Stan then truthfully admitted before he declared, "But I'm so glad you're both safe and alive!"

"Gluto saved me from the Flourana's. Turns out Gluto's species can regenerate from just the smallest of parts, like what was left on my clothes after he went splat." Gwen fully explained to everyone else.

"Who knew?" Tetrax muttered out right before the crystal wall around them exploded.

CRAKA-BOOM! WHAM! BLAST! WHOOSH! ZIP!

Both SixSix and Frenzy then charged forward firing out laser blasts right before SixSix divebombed into Tetrax yelling out, "Yondar Tetrax!"

WHOOSH! CRASH! WHAM!

"You're going down for good this time, SixSix!" Tetrax shouted out before they began battling it out nearby.

Furious, Ben then allowed Nibbler to transform and take over before he jumped up onto the crystal wall and yelled out, "Frenzy come out and fight us you, traitor!"

"Suprise runt!" Frenzy roared out before he dropped his large laser rifle onto the ground and tackled directly into Nibbler causing another fight between them.

WHOOSH! KA-SPLAT! WHAM!

As SixSix and Frenzy viciously battled their rivals, Stan looked up and noticed Vilgax on the hovering platform with two more Vulture droids backing him up and dozens of regular droids stomping towards them.

"None of you will be escaping this time. My forces outnumber you ten to one! I will acquire the Omnitrix and Azmuth if it's the last thing I do!" Vilgax then boomed out.

"That may be the case Vilgax, but you're going down for the third time!" Stan then yelled back to him.

"NOOOO! I WON'T LET THAT HAPPEN AGAIN!" Vilgax then madly yelled out with his red eyes furiously twitching at the thought of losing to Stan once again.

As the droids opened fire, the remaining group then all charged back into combat.

First, Stan used his energy cannon to blow up more droids which exploded as their bodies and rubble crashed onto the side.

ZAP! SPARK! BLAST! KA-BOOM! Rumble... THUNK!

Then, Gwen used her Mana energy and utilized her Psychokinesis spell to lift up a large and bulky droid before she hurled it upwards and crashed it into another Vulture droid destroying it.

WHOOSH! BZZTT! ZAP! SPARK! BLAM! Rumble...

Standing back to back with Gwen, Stan then fired out more energy blasts before Gwen called out "Eradiko!" And fired out dozens of small Mana blasts towards nearby droids which then exploded upon contact.

BZZTT! ZAP! BLAST! SPARK! BLAM! BOOM! Rumble...

Whilst that happened, Technorg stomped forward knocking more of the droids aside with his large robotic mace with Myaxx riding on his back.

WHOOSH! SMASH! CRASH! WHAM!

"Throw me now!" Myaxx yelled out to Technorg who nodded back and threw her like a missile towards one of the droids which she then kicked down and destroyed.

WHOOSH! ZIP! KA-KICK! WHAM! CRASH! WHAM!

As more robots and rubble crashed onto the ground, a pair of droids attempted to ambush Myxx and Technorg only for Gluto to attack.

Using his stretchy blobby skin, Gluto grabbed hold of two droids with his tentacles and dragged them over.

WHOOSH! STRETCH! SPLAT! GRAB!

As more droids surrounded him, Gluto then spun in a circle and used the droids to destroy more of them surrounding him.

WHOOSH! ZIP! CRAKA-CRASH! SPLAT! WHAM! THUNK!

As a droid flew in the air and crashed onto the ground nearby, Nibbler and Frenzy continued their violent brawl.

Slapping Nibbler's face with a large hand that stunned him, Frenzy then punched Nibbler with a powerful right hook and sent him flying towards the ground.

KA-SLAP! PUNCH! CRASH! KA-WHAM!

Nibbler quickly recovered and noticed a chuckling Frenzy walking over to him at a slow pace.

Scowling, Nibbler then hurled out a tendril blast towards him which Frenzy simply swatted aside with his right hand.

Grinning back, Frenzy then utilized his new technique and grew in size catching Nibbler off guard.

Splat... Crack! Slither... Snap! Squelch... Crack!

Now in his full size, Frenzy then stretched out both of his arms grabbing hold of Nibbler's legs before the villainous Symbiote dragged him across the desert ground.

WHOOSH! SPLAT! GRAB! KA-WHAM!

As Nibbler tried to break himself free with his sharp claws, SixSix then flew directly towards Tetrax and fired out some energy blasts directly towards him.

KA-BLAM! BLAST! WHOOSH! THUNK! BOOM! Rumble...

Tetrax then went flying across the ground before he flipped over and pulled out two diamond shards from his back.

CRACK!

Morphing them into boomerangs, Tetrax then hurled them directly towards SixSix who dodged them before they flew up and blew up two more Vulture droids in the sky.

WHOOSH! ZIP! KA-BOOM! Rumble...

As rubble and debris plunged, SixSix then crashed directly into Tetrax grabbing him in the air.

"RARAGH!" SixSix roared out before he then hurled Tetrax downwards towards the mushroom tree on top of the rocky crag.

WHOOSH! SMASH! CRAKA-BOOM! Rumble...

As smoke and debris continued to crash down onto the battlefield with the huge dust cloud getting bigger, Stan continued to open fire upon droids around him right before a red laser beam blasted the energy cannon he was using.

BLAST! CRASH! THWACK!

The energy cannon crashed onto the ground a now broken mess before a single droid then came out of nowhere and attempted to attack Stan only for Myaxx and Technorg to show up.

After Myaxx kicked the droid onto the ground, Technorg then raised his foot and crushed the droid's face reducing it to a mangled pulp.

WHOOSH! KICK! SLAM! KA-CRUNCH!

Shaking excess oil of his feet, Technorg, Myaxx and Stan looked upwards before three Vulture droids landed on the ground and towered over them.

Technorg then stepped in front of Myaxx and Stan protecting them as the droids scanner's detected the Omnitrix.

Glancing down at his right hand, Stan then noticed the Omnitrix beeping again before his right hand started to glow orange with the Omni-Energy seemingly ready to burst out.

Rumble... Groan... BEEP! BEEP! BEEP!

Slowly thinking about everything he had been through and observing his glowing right hand, Stan then made his decision.

"Screw it. There's only one way I'm taking this army out." Stan then vowed before he flipped the Omnitrix upside down and ripped off the containment device on the back of it tossing it onto the ground.

RIP! Thunk!

Immediately, Stan's right arm trigged in pain and glowed rapidly with orange Omni-Energy as the Omnitrix buckled in and violently gave off orange electrical bursts of Omni-Energy around it.

BEEP! BEEP! BEEP! CRAKA-ZAP! CRAKA-SPARK! Rumble... Groan... ZAP! SPARK!

Clutching his right hand in seething pain, Stan gritted his teeth before he glanced at a stunned Technorg and Myaxx.

"What have you done?!" Myaxx questioned Stan noticing that his head was starting to glow orange with Omni-Energy.

Noticing his whole body was now glowing orange with Omni-Energy with his black hair now floating up, Stan then truthfully told them, "I ask myself that question all the time."

As the Omni-Energy buildup continued, Stan then closed his bright blue eyes and braced himself whilst the Omni-Energy built up and up until...

BEEP! BEEP! BEEP! FLASH! Rumble... CRAKA-BOOM! CRAKA-WHOOSH!

A gigantic blast of Omni-Energy erupted decimating the entire battlefield and blinding everybody with the electrical shockwave blasting out in a massive explosion.

All over the area, droids and allies alike were caught in the crosshairs of the titanic explosion until it reached the hovering platform Vilgax was on right before it blasted him downwards into the rocky canyon below with SixSix and Frenzy also being blasted off the rocky crag.

As the explosion grew outwards a massive ball of Omni-Energy surrounded the site with the green sky of Xenon glowing a dark and destructive orange colour.

And then the explosion was over with a huge shockwave of air blasting all over Xenon for miles around until everything went quiet.

Immediately all over the battle site, Bioids belonging to Vilgax that had been shortened out by the electrical blast crashed onto the desert ground dead whilst everyone else slowly recovered up.

THUNK! CRASH! SMACK! WHAM! Rumble...

Clutching her head in pain, Gwen then looked up and noticed she was covered in dust and debris with Gluto lying down near her.

"Uh... What happened?" Gwen then muttered out noticing smoke and debris all over the landscape before she realized one thing.

"Stan!" Gwen shouted out before she looked around and noticed Technorg, Myaxx, Tetrax and Ben walking over to a large crater that had been made from the explosion of Omni-Energy given off.

As Gwen and Gluto walked over to the large crater, Ben then warned Gwen with Nibbler saying, "It's a messy scene. Just be prepared for the worst."

Worried, Gwen then peered down into the crater before she gasped in horror.

Lying in the centre of the crater was a battered and injured Stan.

His black hair was now sprawled up and was raggedy and messy with his face and arms having several cuts and marks on it whilst his brown glasses were covered in dust.

As for his clothing, his brown trainers were dusty and damaged with the interior completely ruined whilst his blue trousers had a pair of holes in them and were dusty and ripped apart near the bottom.

His white striped t-shirt had numerous holes and cuts in it with the material around his right arm completely shredded and ripped apart with no clothing left at all.

Gwen and Ben then slid down into the crater and kneeled near Stan who seemed to be very weak and injured.

"Stan, can you hear me?!" A worried Gwen muttered with tears beginning to leak from her bright green eyes.

At first, Stan didn't say anything before he groaned and slowly opened his bright blue eyes with a tired look on his face.

"Ugh... Hey, guys... Heh... That was one hell of a big bang huh?" Stan weakly stated before he coughed out spit from his mouth.

Worried, Ben and Gwen tried to help Stan get up which worked at first.

However, Stan then ended up slouching down against the crater feeling weak and exhausted with his body aching in pain.

Thunk!

Worried, Ben and Gwen then tried to help Stan up before Technorg, Tetrax, Gluto and Myaxx peered over from the top of the crater.

"Stan! You can get up right?!" Ben begged Stan who weakly whispered out, "I'll try, but I don't think it will be easy for me."

The Omnitrix then negatively beeped out numerous times before the hourglass was now fully going orange with all the dial buttons matching orange as well with the SDM Countdown entering the final phase.

BEEP! BEEP! BEEP! Rumble... Groan...

Whilst that was occurring, Azmuth who had witnessed the explosion after hiding behind Tetrax's diamond wall then peered out and thought to himself, "Did that Terran just pull that stunt to sacrifice himself? There may still be hope for the Universe yet."

Now having made his choice, Azmuth then jumped out of the diamond wall and sprinted towards the crater as fast as he could.

Once Azmuth arrived at the crater, he spotted Gwen and Ben trying to help Stan up who was slouched down against the crater wall.

Knowing that there was still time to help, Stan, Azmuth then jumped over to Stan and placed his hands on the Omnitrix core.

"What are you doing?" Gwen then questioned Azmuth who then told her, "I'm deactivating the Omnitrix."

Azmuth then twisted the Omnitrix core sidewards and forwards before he grunted and pulled out the Omnitrix core.

Flick! Snap! Thunk!

The Omnitrix core then beeped and turned off with the orange colour in the hourglass dial and matching buttons now vanishing.

BEEP! BEEP! BEEP...

With the Omnitrix core now shut down, the explosive and destructive Omni-Energy inside Stan's body then suddenly and quickly faded.

Feeling this, Stan felt his body shudder briefly before his DNA changed back to normal with the Omnitrix connection Stan had slowly vanishing.

As everyone watched on in anticipation, Stan felt his body revert to his normal self at the start of the summer.

"Ugh..." Stan breathed out before he slowly clambered up back onto his feet with Ben and Gwen helping him back up.

Smiling, Azmuth then jumped off Stan clutching onto the Omnitrix core.

Feeling normal for the first time in ages, Stan then faced Azmuth and told him, "Azmuth. Thank you for looking into your heart and doing the right choice."

Azmuth smirked before he cockily told him, "I'm still not sure that the Universe is worth saving... But while I think about it..."

"Just do what you have to," Stan informed Azmuth before he nodded back and climbed up out the crater.

Ben and Gwen then supported Stan on his feet before Techorg and Tetrax helped the kids out of the crater.

"You think you did the right thing?" Technorg asked Stan who told him back, "Absolutely. Now Vilgax can't use the Omnitrix and take over the Universe. The threat is over."

CRAKA-SLAM! Crumble...

A large robotic claw then crashed onto the rocky spire sending rubble and debris plunging to the ground before a giant robot that was the same model which destroyed the Campsite when Stan first discovered the Omnitrix then emerged.

"You were saying?" Myaxx then snarkily questioned Stan who nervously gulped in horror before several dozen more giant robots appeared trapping the group on the rocky crag.

One giant robot then appeared with Frenzy and SixSix riding on it before the last one appeared with Vilgax riding on its head.

Angry and annoyed, Stan then weakly stepped forward and yelled out, "It's over Vilgax! Your army has been ripped apart and the Omnitrix will soon be destroyed meaning that your dream of creating an army with it is done! The Omnitrix is useless!"

Vilgax's red eyes then twitched heavily before he clutched his red clawed hand and boomed out, "But the creator of the Omnitrix is not! You will build me an even more powerful device so I can create my army!"

Azmuth gulped before he turned and fled to his laboratory before the giant robot he was on fired missiles towards the group.

Immediately, Ben and Gwen grabbed hold of Stan to help him run along with Tetrax grabbing hold of Gluto.

Everyone then ran off right as the missiles exploded behind them sending dust and debris everywhere.

CRAKA-BOOM! BLAM! CRASH! Rumble...

Once the explosions faded away, Azmuth looked around before he spotted the discarded Omnitrix core lying on the desert ground.

Spriting over, Azmuth then grabbed the discarded Omnitrix core and ran off to his laboratory whilst a giant droid confronted Tetrax and grabbed him it's his palm.

WHOOSH! SLAM! GRAB!

Frenzy and SixSix smirked in satisfaction before the giant robot opened up its hand and noticed Tetrax had gone inside.

Alarmed the giant robot stumbled back, befor diamond crystals then appeared and impaled the robot.

SLICE! THUNK! CRACK! WHAM!

SixSix and Frenzy then jumped off the giant robot before it stepped back, exploded and crashed onto the ground.

CRAKA-BOOM! Creak... Groan... CRASH! WHAM!

A huge explosion of dust and debris went flying with an injured Stan trying to escape only for a bright pink forcefield to appear around Stan protecting him from the explosion.

BZZTT! ZAP! SPARK! KA-BLAM!

As Gwen manipulated Stan onto the ground nearby behind the diamond wall, Stan stumbled forward briefly before he kneeled and panted in shock.

"What would you do without me?" Gwen then questioned Stan who sighed and panted out, "Sure am glad I don't have to find out."

CRAKA-BOOM! Rumble...

Another explosion occurred with dust and debris flying everywhere before a dusty and tired Ben skidded across the ground near Gwen and Stan panting in exhaustion.

"Things are too intense for us out there. We just had another run-in with Frenzy." Ben then nervously spoke out to the others.

Not paying attention to Ben and Nibbler, Gwen then asked Stan, "What's that?"

"I said Vilgax is beating us! And I can't do anything about it since I'm weak and I don't have the Omnitrix anymore." Stan then bluntly muttered out as the sounds of the battle continued.

Sighing, Stan then musued, "Oh well. If we get out of this mess alive and get back home, I'll finally have the chance to live a normal life after all this time."

Ben then looked down and frowned regretting what he had told Stan earlier whilst Gwen simply rolled her green eyes and told him, "Don't you get it? You don't need that thing."

"What do you mean?" Stan then questioned Gwen.

"What about all the times you saved Grandpa, Ben or me?" Gwen told Stan before she fully explained, "And all those other people when you weren't an alien? You are a hero. Even if you can't go hero."

Stan then smiled back before he snarkily remarked, "Well, this hero is retired now. But uh... Thanks for saying that Gwen."

Gwen winked back in response with a bright smile on her face.

"Anyway, we should come up with a plan on how we're going to end this battle." Ben then advised the others.

"Good idea. Why don't you two..." Stan began only for Azmuth to then reappear near the group before he jumped onto Stan's knee holding the discarded Omnitrix core in his hands.

WHOOSH! THWIP!

"No! No! No!" Stan shouted out before he stated, "I thought you destroyed the Omnitrix core so I couldn't use it again!"

Azmuth then placed the Omnitrix core back into the device and twisted it sidewards and forwards before he asked Stan, "Who told you that? Not me."

And then the Omnitrix core flashed bright green again with the device now having been given a system reboot.

BEEP!

Immediately, Stan felt his DNA rebonding with the Omnitrix as the numerous aliens he could transform into surged back within him.

At the same time inside the Omnitrix, the dark and depressing orange colour was soon replaced with the familiar vibrant and bright green colour.

The Omnitrix then beeped normally with the hourglass and matching buttons then flashing green once again.

BEEP! FLASH!

Stunned by what Azmuth had done, Stan gasped in shock before the Omnitrix's voice modulator then beeped out normally, "System reboot now complete. Welcome back to the Omnitrix, User, Stanley Hopkins. All systems engaged. Master Control feature activated. Scanning mode activated. Radiation mode activated. Randomizer mode deactivated. Life Form lock deactivated. Recalibration mode deactivated. Communications interface online. Have a very safe day."

"No way..." Stan whispered out before he smiled and declared, "Yes! The Omnitrix is back to normal!"

Azmuth then adjusted the exposed core one last time before Stan grinned and declared, "Time for some Upgraded mayhem!"

"Not exactly. You won't need the Galvanic Mechamorph for this battle." Azmuth informed Stan before he smirked and adjusted the Omnitrix core to reveal a brand new alien silhouette.

The silhouette that appeared was a large humanoid ape-like alien which covered the entirety of the icon and had a large tail.

"Is that a monkey?" Stan then questioned Azmuth who smirked and told him, "Here try this alien on for size!"

"Wait, what are you..." Stan asked Azmuth right before he jumped down on the exposed core engulfing Stan in a flash of bright green light.

BEEP! FLASH!

As the Omnitrix core shrank down into Stan's right arm, brown fuzzy fur began growing out from Stan's right arm.

Struggling to keep the transformation controlled, Stan then closed his bright blue eyes before they reopened now a dark blue colour with brown irises present in them.

Then, Stan's body grew to an extraordinary length in size far surpassing his earlier aliens as brown fur continued to grow all over his body.

Next, Stan's teeth sharpened becoming powerful canine teeth with his nose and ears morphing into that of a monkeys before a brown furry tail emerged from his back.

After this, Stan's arms, hands and feet morphed into titanic monkey sized feet.

A gigantic Omnitrix symbol then appeared in the middle of the giant monkey's chest.

Now transformed, the monkey-like alien snorted before he glared at the camera as the transformation ended.

Stan had become a Great Ape know as Yamanaka.

FLASH!

Upon the outside, Ben and Gwen were blinded by the massive flash of bright green light that the Omnitrix gave off.

No longer blinded, Ben and Gwen then looked up before they noticed the massive shadow of the Great Ape rising above the landscape.

"No way!" Gwen then shouted out before Ben's jaw dropped stunned by what he was seeing.

Looking over the battle zone, Vilgax then noticed the Great Ape's shadow rise before his jaw dropped in disbelief with his eyes twitching.

As Tetrax broke out of the giant droid he had been trapped in, Frenzy and SixSix then chased after him only to stop in shock.

"Yondargar?!" SixSix blurted out before Frenzy declared, "What is that?!"

As dust and debris rose, a massive monkey-like foot slammed onto the ground.

CRAKA-WHAM!

And then another.

CRAKA-WHAM!

As everyone looked up and noticed the Great Ape for the first time, Yamanaka slowly clutched his fists as his massive dark blue eyes glanced down at everyone on the landscape below him.

"Great Ape DNA Sample activated." The huge Omnitrix symbol in the middle of Yamanaka's chest then beeped out.

"That's a big alien..." Ben then nervously muttered out with Nibbler declaring, "Even I have no idea what that alien is..."

As the Great Ape glanced around and noticed Vilgax's army, Yamanaka grunted out and sniffed the ground trying to distinguish friend from foe.

"Are you sure turning the kid into a Great Ape was the right idea?" Myaxx then questioned Azmuth who told him, "Don't worry, I'm confident he can handle it."

Glancing around, Yamanaka then noticed the various giant droids that Vilgax was using and remembered the incident where they first showed up.

Now knowing what he had to do, Yamanaka then opened his mouth and roared out in a huge and booming voice, "GARRRAGHHH!"

The Great Ape rose his foot and crushed two giant droids to death creating a massive explosion as a result.

CRAKA-CRUSH! CRAKA-BOOM!

Once that was done, the Great Ape then swept out his arms and swatted the remaining giant droids aside demolishing them in an instant.

CRAKA-SMASH! CRAKA-WHAM! CRAKA-BOOM!

Once that was done, the three remaining Vulture droids flew down and fired laser blasts at Yamanaka's neck.

BLAST! BOOM! CRAKA-WHAM!

Feeling the laser blasts as nothing but annoyances, Yamanaka blocked the laser blasts before he once again swatted a Vulture droid out of the sky which exploded in mid-air.

CRAKA-WHOOSH! CRAKA-BOOM!

The remaining Vulture droids then attacked only for Yamanaka to raise his massive tail and swipe them with it.

CRAKA-WHOOSH! CRAKA-BLAM!

As the remnants of Vilgax's robotic army crashed onto the ground, Vilgax made a run for it.

THUMP! THUMP! THUMP!

Unimpressed, Yamanaka then leaned down and angrily grabbed hold of Vilgax trapping him.

WHOOSH! GRAB!

"ARGH!" Vilgax grunted out in pain before Yamanaka angrily dragged him up close to his face.

Whilst that had happened, Frenzy had decided to flee the area from SixSix who was terrified of the situation around him.

Running for his life, a cluster of diamonds then surrounded Frenzy and SixSix.

WHOOSH! CRUMBLE! WHAM!

"Leaving?" Tetrax began only for Nibbler to finish with, "So soon?"

"No! Stay back! We're getting out of here!" Frenzy shouted out right before Tetrax and Nibbler attacked.

Tetrax then delivered a powerful right hook onto SixSix's face knocking him out cold whilst Nibbler performed a powerful dive kick directly towards Frenzy's face also knocking him out cold.

WHOOSH! KA-PUNCH! CRACK! WHOOSH CRAKA-KICK! WHAM!

SixSix and Frenzy then crashed against the ground of a giant droid corpse with SixSix landing on his back wiped out whilst Frenzy crashed against the giant robot's body.

Still, not down, Frenzy then stumbled upwards briefly before he walked forward and rasped out, "Screw you all..."

Frenzy then crashed onto the ground facefirst finally beaten for the second time before he shrunk back down revealing an injured Jonah Melville whose hair was now long and messy and was still wearing his old ragged mercenary armour.

Thunk! Splat... Slither... Squelch...

Everyone else then gathered around the knocked out villains with smirks on their faces before they glanced up towards Yamanaka and Vilgax.

Clutching Vilgax tightly in his grip, Yamanaka snarled in anger before Vilgax boomed out to him, "Release at me once Hopkins! Or suffer the consequences!"

Enraged by what Vilgax had said, Yamanaka then opened up his mouth and then spoke out in a thick and deep animalistic voice, "NO!"

There was stunned silence before Yamanaka increased his grip onto Vilgax causing him to slice Yamanaka's hand in response to being crushed.

Crack... SLICE!

"GAH!" Yamanaka roared in fury before he snorted and boomed out, "No more."

Holding out his hand in mid-air, Yamanaka then rolled his hand forward and spun Vilgax around before he let go of Vilgax sending him flying off into space.

WHOOSH! ZIP! CRAKA-WHOOSH!

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" Vilgax then madly boomed out as his sanity got even worse with Stan having managed to beat him a third time.

Once Vilgax was gone, Yamanaka smirked before he grunted out, "GRAH!"

The Great Ape then glanced over the ruined battle site before he placed his feet on a ruined giant droid.

KA-CRACK!

Moving his hands up onto his chest, Yamanaka then beat his hands onto this chest before he loudly roared out, "GARRRAGHHH!"

After finishing his victory roar, Yamanaka sighed before he sat down upon the rocky crag feeling exhausted after everything he had been through.

"That was intense..." Technorg then muttered in shock before he pointed out, "He just sent Vilgax into space like it was nothing!"

"The power of the Great Ape is indeed formidable." Azmuth stated before he finished with, "I was planning on giving him to the To'kustar transformation, but I decided to give him the Great Ape as a suitable alternative instead for the time being."

Upon hearing that conservation, Yamanaka then glanced down and noticed everyone else.

Spotting Ben and Gwen, Yamanaka then held out his left hand towards them both.

Curious, Ben and Gwen slowly approached the giant hand before Gwen then asked Yamanaka, "Stan? Can you understand us?"

Nodding back, Yamanaka then replied to Gwen, "Family. Protect. Safe."

"Wow... Were going to have to get used to you." Ben then snarkily joked out before Yamanaka grunted back in response.

The Omnitrix symbol in the middle of the Great Ape's chest then beeped red numerous times.

BEEP! BEEP! BEEP!

Knowing that it was time to change back, Yamanaka grunted slightly before he was engulfed in a massive flash of bright green light.

FLASH!

As the massive flash of bright green light blinded everyone, the Great Ape slowly lost his brown fur and shrunk back down to Stan's normal size.

As the dust cloud cleared, everyone looked forward before they noticed Stan obscured in the dust.

"Stan? Are you alright?" Tetrax then called out.

Slowly moving forward, Stan then revealed himself to everyone and declared, "I feel weird guys..."

All of the cuts and marks on his body had now vanished with his clothing completely immaculate and fixed back to normal.

As for his black hair, it was now once again neat and presentable, but also somewhat spikey a small amount with his face now having his brown glasses fixed and clean again.

However, Stan now had a new permanent feature on his back as a result of using the Great Ape transformation thanks to his Saiyan cells and DNA overtaking him more.

A brown furry Saiyan tail which was freely dangling from his back.

"We don't mean to be rude but why do you have a tail?" A confused Ben then questioned Stan with Nibbler finishing at the end.

Holding out his arms with his brown Saiyan tail dangling out, Stan observed his body before he told Ben, "I don't know why. I just feel healthier than I previously was before."

"It's almost as if he's been reborn." Myaxx then informed the group.

Walking forward, Azmuth then explained to everyone, "I can explain, After scanning the Omnitrix core in my laboratory, I detected the presence of Saiyan DNA on the device. Upon realizing that the kid here was a half Saiyan/half Terran hybrid, I decided to give him the Great Ape transformation as a way to not only beat Vilgax's army but to provide him with a Zenkai boost once he transformed back to normal."

"A what?" Technorg then asked Azmuth.

Azmuth then rolled his eyes and snarkily stated, "Don't any of you know basic facts about biology? It's quite simple. A Zenkai boost is unique to certain species in that once they are beaten from the brink of death, they can come back with a stronger and more resilient body once they are healed."

"Okay, but why does he have a tail?" Gwen then questioned Azmuth noticing Stan observing his new furry appendage.

"Some Saiyans have been recorded with tails based on their ability to transform into Great Apes on rare occasions. It's a biological side effect. Although he can simply have it removed if he wants to." Azmuth fully informed Gwen.

"Seriously?! No way!" Stan protested before he smiled and told everyone, "I like the tail. It feels like an extension of who I am along with the Omnitrix."

Smiling with Joy, Stan's furry tail then drooped off to the side in excitement before Stan giggled in happiness pleased that Vilgax had lost once again and that the Universe would be safe and continue to exist for centuries to come.

Thirty minutes later...

The desert wind howled loudly with the remnants of Vilgax's bioid army and the battle scars leftover from the Battle of Xenon were scattered all over the rocky crag.

From the large crater known as ground zero for the Omnitrix's final SDM explosion to the large decaying Mushroom tree that contained the remnants of Azmuth's hidden laboratory.

In between these two distinct ruined landmarks were the robotic corpses and debris leftover from Vilgax's destroyed army.

As the years and decades would go on, the metal on the droids would continue to wither and decay with the desert sand also burying the remnants of the robotic army until nothing would be left of the battle site except for the large crater in the middle and Azmuth's ruined laboratory.

Near the wreckage of a giant droid, Technorg observed SixSix and Jonah who was tied up and bounded with energy collars whilst Tetrax and Myaxx were talking to each other nearby.

"What are you doing?" Stan then questioned Azmuth with his brown furry tail moving up and down on its own.

"Improvising a ride. Xenon is getting too noisy for me." Azmuth replied to Stan.

Remembering what he was going to say, Stan then coughed slightly before he asked Azmuth, "I know I can't thank you enough for fixing the Omnitrix. But if you want the Omnitrix back, it's yours."

Glancing back at Stan, Azmuth then informed him, "I created the Omnitrix to help all the beings of the Universe grow closer together. If a Terran/Saiyan hybrid child from two worlds can make that happen, then I see no reason why he shouldn't have it."

"Thank you for allowing me access to keep your greatest creation." Stan then kindly informed him smiling back.

Azmuth then placed a cable together before he snarkily declared, "Besides that thing is nothing but trouble. Always has been! You keep it."

Azmuth then walked off and declared to everyone, "Good riddance!"

After leaping onto the desert ground, Azmuth walked towards the interior of the custom made space ship before he turned around and called out to Myaxx, "You coming?"

"Are you going to give me some respect from now on?" Myaxx questioned Azmuth.

"Eh, I wouldn't count on it." Azmuth snarkily replied.

"Guess it is better than that prison planet." Myaxx remarked before she called out to everyone else, "See you all around."

"Same here." Techorg boomed out before Tetrax and Gluto nodded back to her.

As Myaxx walked onto the space ship, Stan ran over and then shouted out, "Wait! Is there anything else I should know about the Omnitrix?"

"Don't you want to figure that out on your own as a real hero would?" Azmuth then questioned Stan with a smile on his face.

Frowning, Stan then shrugged back before he told him, "I'll figure it out. Always do."

"Heh, I like that kid." Azmuth then muttered out before he walked inside the space ship which then sealed itself shut.

WHOOSH! KA-THUNK!

Stan then stepped back before Azmuth's custom made spaceship blasted off into space.

CRAKA-WHOOSH! CRAKA-Rumble...

Stepping back, Stan then smiled and muttered under his breath, "Until we meet again Azmuth."

"That's nice and dandy, but we better get back to Earth." Ben then informed the others.

"Same. We need to have a nice and long break for a year. Make that two or three." Stan then muttered out feeling exhausted.

"So Gluto, can you get us back home?" Gwen then asked the snot-like alien.

"No problem." Gluto then spoke for the first time.

"YOU CAN TALK!?" All of the kids then shouted out together before Nibbler snarkily declared, "Didn't see that coming."

Stunned, Stan then walked forward near Gluto and asked him, "You can speak English this entire time?!"

"Oh yeah, snotty." Gluto snarkily joked back to Stan before he slithered off towards the Resolute.

Glancing back at Tetrax and Technorg who were dragging SixSix and Jonah along with them, Tetrax shrugged before asking him, "Who knew?"

"So what do with these two?" Technorg then informed the group with Vilgax's former allies now awaiting their fate.

"We'll drop these two off on Incarceron on the way back to Earth," Tetrax informed the group.

SixSix and Jonah then angrily glared back in response determined to escape and get revenge upon the group.

"Didn't you hear Jonah? Humans like us are considered delicacies on there." Ben then mockingly informed Jonah.

"Say what you want Tennyson. Once we get out, we will head back to Earth and kill you both." Jonah angrily remarked before Frenzy took over near the end.

"And we'll always win if you come back a third time." Ben then declared with Nibbler taking over at the end.

"Come on you two. We're moving out." Technorg then informed the two villains before Tetrax grabbed hold of Jonah whilst Technorg grabbed hold of SixSix and dragged them along towards the Resolute.

"Something tells me it's going to be a long trip back home to Earth." Stan then muttered out before he followed the others back towards the Resolute.

Several hours later on the Resolute...

After dropping off Jonah, Frenzy and SixSix upon Incarneron, the Resolute was currently travelling across interstellar space.

Inside the space ship, Stan was currently walking around the metallic corridor's of the Resolute thinking to himself.

"I can't believe that everything has changed for me yet again. The Universe is saved, I met Azmuth for the first time and I've gained the biggest alien I've gotten yet. And I also grew a monkey's tail." Stan snarkily thought with that last line.

Approaching the hover simulator, Stan then glanced inside and spotted Gwen who was observing a virtual reality simulation of Earth's sky during the evening.

"Everything alright, Gwen?" Stan then questioned her.

Glancing back at Stan, Gwen then told him, "Not exactly. I've been thinking about everything that's happened recently in these last few days."

Looking back at Gwen, Stan admitted to her, "It hasn't been easy recently. Truth be told, Me, Ben and Nibbler freaked out when we thought you were dead back on Xenon."

"I'm sorry you all had to go through that." Gwen then replied to Stan who then told her, "Don't say that, it wasn't your fault."

There was silence in the air briefly before Gwen frowned and told Stan, "You know... You care a lot about me don't you?"

"Why shouldn't I? We're good friends. And I care about you for that." Stan then informed her, shrugging back.

Shaking her head, Gwen then crossed her arms, walked over to Stan and told him, "Why do I get the feeling you're not being completely honest with me?"

Feeling nervous and unsure of what to say, Stan remained silent with his brown furry tail drooping behind him.

Remembering what he had told himself earlier, Stan then truthfully declared, "Look, Gwen. The truth is I do care a lot about you. And when I thought you were dead, I became so depressed and broken that when Azmuth refused to first fix the Omnitrix, I snapped and nearly killed him... What kind of person does something like that?"

Frowning, Gwen then gently grabbed hold of Stan's left hand before she told him, "You're a good person Stan. You're not a monster like Vilgax. But don't you want to know how I truly feel about you?"

"Yeah. I do." Stan then nervously replied worried about what Gwen would tell him.

"Stan Hopkins. You want to know how I really feel about you?" Gwen then began before she fully stated, "I think you're a wonderful and caring person who makes me feel happy and giddy on the inside. I love how smart you're dressed and those brown glasses you're wearing make you look cute."

"You really mean all of that?" A shocked Stan then asked Gwen before he stated, "Even though I'm half Saiyan?"

"Hello? I'm half Anodite. I don't care what you look like. What matters to me is the person you are on the inside." Gwen fully stated to Stan.

Gwen then linked her fingers around Stan's left hand before she fully admitted to Stan, "I love you Stan Hopkins and I care about you a lot."

Feeling his cheeks blush red in embarrassment, Stan then asked her, "You say you love me? But what do you mean by that? As friends or family?"

"More than friends," Gwen told him smiling back in response.

Gwen's bright green eyes then gazed into Stan bright blue eyes before she asked him, "So how do you feel about me, Stan?"

Knowing what he had to say, Stan then truthfully told her, "Gwen Tennyson, I think you are an incredible and smart person who makes me feel excited and joyful around you and I think you are a nice and caring person."

"And?" Gwen asked Stan.

"The truth is Gwen that I do love you with all my heart, and I do want us to be more then friends." Stan truthfully informed her before his left hand gently mingled with Gwen's left hand.

With the truth finally revealed about how they cared for each other, Stan's and Gwen's fingers were interlocked before Stan's Saiyan tail then wrapped around Gwen's back gently.

"This feels nice." Gwen then admitted before she placed her hand around Stan's back which caused him to sigh happily and lean his head downwards into Gwen's shoulder before he snuggled up next to her.

"Same here." Stan then muttered out back before he glanced up at Gwen and told her, "I'm glad we finally admitted our feelings to each other."

Gwen smiled back before she looked down and asked him, "Do you think we can make this work, being together like this?"

"I don't see why not. But we should probably take it nice and slow. There's no need to rush ahead." Stan then suggested to Gwen.

"Do we have to take it slow?" Gwen then snarkily joked to Stan who giggled back happily in response.

A few moments then passed before Stan and Gwen then slowly got up from the ground and glanced lovingly at each other in silence holding hands.

"Uh... This is awkward." Stan then muttered out before Gwen laughed slightly and told him, "Don't worry we'll get used to this together."

The two love-struck kids then walked out of the hover simulator holding hands and walked back to the cockpit of the Resolute.

Several hours later back on Earth...

It was a bright and sunny morning with the yellow gaze of the sun bearing down upon the Earth.

Inside the forested clearing where the Resolute had taken off from, the Rust Bucket was still present there having not moved for over four days.

Inside the RV, Max was drinking a cup of coffee on the side booth waiting patiently for the kids to come back home.

"Five long days... I sure hope the kids are okay." Max nervously muttered to himself feeling guilty that he wasn't able to go with them.

Taking another sip from his coffee, Max then noticed that the ground began shaking.

Rumble...

Confused, Max then looked out of the RV's window and spotted the Resolute flying downwards.

Gasping, Max then exited the Rust Bucket and glanced upwards as the Resolute then landed upon the ground coming to a halt.

WHIRRR... KA-THUNK! WHAM!

Walking forward, Max watched in disbelief before the cargo hatch of the Resolute opened up.

WHIRRR... KA-THUNK!

As the cargo hatch opened up, Max blinked his eyes before he spotted Gwen and Ben running over to him with smiles on thier faces.

"GRANDPA!" Ben and Gwen screamed out running directly towards him before they crashed into Max and hugged him tightly.

Relieved that the kids were alright, Max then hugged them back before he stated, "Oh thank goodness you both are alright! But where's Stan?"

"I'm right here Uncle Max." Stan then replied back to him.

Glancing up, Max then spotted Stan standing next to Tetrax and Technorg with his brown Saiyan tail dangling out from behind him.

Stunned, Max then ran forward past Ben and Gwen before Stan smiled and ran towards Max before they both hugged tightly together.

"Oh, I'm so glad you're safe Stan." Max happily declared before he noticed Stan's new physical changes and asked him, "But what happened to you?"

"It's a long story." Stan then informed Max before he moved away from Max and glanced upwards towards the cargo hatch ramp where Gluto, Technorg and Tetrax were standing on.

"Can you give me a minute?" Stan asked Max who nodded back in response.

Facing Tetrax, Technorg and Gluto, Stan then yelled out, "Thank you so much for everything!"

"You're welcome! See you around." Tetrax remarked back to Stan before he waved goodbye to the RV group.

As Tetrax, Technorg and Gluto walked back into the Resolute, the large spaceship then moved upwards before it directly vanished into the blue sky and left Earth's atmosphere behind.

CRAKA-WHOOSH! Rumble...

"Goodbye! Thanks for the ride!" Gwen shouted out before Ben then yelled with Nibbler then finishing, "And thanks for the gift! Come visit us again soon!"

Placing his hands on the kids back, Max then told the group, "Well, after an adventure like that, bet you guys are looking forward to a nice normal day."

"*Yawn...* You have no idea what we've all been through." An exhausted Stan then yawned out to Max.

"So Grandpa, we were thinking... We should go shopping at the mall." Ben then told him before Nibbler finished with, "As a way to apologize for making fun of Gwen earlier."

Gwen smiled at Ben grateful for all they had done right before the radio in the RV blared out, "We interrupt today's headlines for this emergency report. A horde of what appears zombies are attacking the American Dream Mall... The national guard has been deployed to quell the undead threat whilst citizens are urged to evacuate..."

"Huh... I guess this is a normal day for us." Gwen then snarkily joked out.

Ben then ran forward clutching onto his hoverboard and shouted out, "This is the best summer ever!"

Moving forward, Stan then cracked his knuckles before he told everyone, "Well, guess it's another day on the job."

Gwen's hands then glowed pink with Mana energy whilst Ben's right hands morphed green with Symbiote tendrils with Max rolling up his sleeves ready to fight.

Splat... BZZTT! ZAP! Slither... Spark! Squelch...

Glancing at the bright green Omnitrix on his right arm, Stan smiled before he ran forward with everyone else and yelled out, "It's hero time!"

And so as the team raced back to the Rust Bucket ready to fight another battle, Stan couldn't help but think about how far things had changed yet again.

The group had met new allies and Ben had gained a new partner and finally developed powers of his own whilst Gwen had discovered her own powers and gotten stronger as well.

In addition, the group had encountered various new and old villains and had managed to end all their world-ending plots for good which culminated in Stan meeting Azmuth for the first time.

And despite the harrowing ordeals and physical changes Stan had been through, he was determined to keep moving forward and enjoy the last part of the Summer Vacation which would end in a month.

And perhaps the biggest change of them all, he had finally confessed his feelings towards Gwen upgrading their relationship further than before.

After all, thing's couldn't get any crazier right?

Having no idea what to expect, Stan smirked back looking forward to seeing what the near future held for him.

The End of Part 3.

Stan 10 will return.

Author's Note: Well that's the end of the Secret of the Omnitrix chapter and the concluding chapter for Part 3.

With Part 3 now done, Part 4 of Stan 10 will be the last big phase of this original story.

A special thanks to Maxveli X T and DriveMaxUltraDynamoZord for letting me mention and use Kyle and Trey in this chapter. :)

I hope you all enjoyed reading this massive life-changing chapter for Stan 10.

If you'd like anything changed or any questions asking PM me and I'll reply back.

Also, I'd like to thank everyone who has taken the time to favourite and follow this fanfic, it means a lot and I am grateful for the support.

So see you next time in the first chapter of Part 4.

The next chapter is 'Perfect Day' which will be a shocking and mental journey for the group to escape from.