Hello to all my Avengers fans. I'm sorry for the long wait here, but I have been busy with other fanfics works not to mention things in my own personal life. So, now I am back with another new episode of my 'Avengers of the Multiverse' series.

Before we begin, I have something to say to my guest reviewers, particularly to Malchior the Bad, I appreciate the reviews that you've put on my story, but if you could possibly keep it contained only to my Avengers stories and not my other fanfics works, please? That would be well appreciated. Now then, let us get started shall we.

Episode 5 War of the Worlds

The day seemed pretty normal at the Avengers Mansion; clear skies, birds flying from tree to tree. However, the peace was quickly disturbed when the basketball court in the backyard of the Mansion's grounds began to open up to reveal the Avengers' Quinjet as it hovered up into the open air before turning straight upward and shooting up to the skies at high speeds.

Inside the Quinjet stood the team's full roster. Their leader, Danny Fenton as well as Lance sat at the front at the controls of the jet; while the rest of the team, consisting of Kim Possible in her Battle-Suit, Ron Stoppable, with his pet naked mole rat Rufus on his shoulder, alongside Princess Illana, Ben Tennyson, Rex Salazar, Zak Saturday, Jake Long, and the robotic Octus.

A communications screen popped up on the ceiling to reveal the face of Solomon, the leader of G3, as he addressed the team.

"A Rift Gate portal will open the second you leave the atmosphere and after that, it's a straight shot to Galaluna."

"Solomon, are you absolutely sure about this?" Lance asked.

"Yes." Solomon replied grimly. "Less than an hour ago, we received a transmission from Galaluna; the planet's capital is under attack."

"Is it the Mutradi again?" Danny asked.

"Negative, however Galalunian forces have been unable to identify just who it is that's attacking them."

Illana couldn't help but look upset having just heard this news recently. "We just began rebuilding our home after it was completely devastated. Why are we being attacked again so soon?! What have we done to deserve this?! It's not fair!"

Most of the team, Lance especially, looked toward Illana with sympathetic expressions. Kim put a hand on her friend's shoulder.

"Don't worry Illana, we'll help them."

"KP's right." Ron agreed with a smile to cheer up the princess. "We saved your planet before, we can do it again!"

Rufus scurried off Ron's shoulder and up onto Illana's as he nodded. "Uh-huh. Avengers Assemble!"

Illana smiled gratefully at her friends as she affectionately pat Rufus' head. "Thanks guys."

"These guys are about to learn the hard way; don't mess with the Avengers." Rex swore as well with a cocky grin.

"Lets not get too cocky." Danny advised the team. "We don't know what we're up against."

"Well we're about to find out. Solomon?" Ben told him as the Quinjet just left the Earth's atmosphere.

"Understood. Good luck."

His transmission cut off just as a white beam shot from the Earth, from the G3 central headquarters, and past the ascending Quinjet and stopped at a point in space where a Rift Gate portal opened and the Quinjet entered less than a second later.

Once they entered the portal, they all felt their backs press against their chairs; while Rufus held onto Illana's shoulder to keep himself from flying all the way to the back wall and going splat.

"Just as crushing as I remember from last time!" Jake grunted against the G-Force.

"Sure we can't do anything about this!?" Zak grunted as well.

"Passing through two rift gate portals is the equivalent of being condensed into a beam of light and shot through a pocket in space directly to the other side of the galaxy." Octus informed.

"Some of us don't speak Star Trek!" Rex grunted.

"The Rift Gate gives off tons of pressure!" Octus translated

"Tell us something we don't know!" Kim grunted to.

A few crushing minutes later, a Rift Gate portal opened in a different area in space; and the Quinjet flew out before the portal closed behind them. The ship stopped for a moment to allow the whole team to regain their barrings.

"Everyone alright?" Danny sounded off to his team.

"I'm just glad I didn't get a few burgers before this mission." Ben uttered while holding his stomach as the rest of the team groaned a bit.

"We should be seeing Galaluna right now." Octus informed the recovering team. "Meaning, if it is an extraterrestrial attack, we should be seeing some form of space-craft."

A shadow loomed over the Quinjet the second Jake looked out the window. "Uh… you mean like that?" The humanoid dragon's eyes widened once he saw it. The rest of the young Avengers saw what he was looking at and looked in a great deal of surprise.

They had seen large Mutradi star ships before, but this, while it wasn't imposing in size, it still carried a presence around it that said 'get away while you still can'. The ship was massive and was primarily a dark-grey-orange color with orange energy pods across the side; it had a massive tuning-fork-like structure on its front with bolts of red lighting in-between each part.

"That's a big ship." Ron commented as Rufus scurried back onto his body and jumped into a pocket in his white jacket for saftey.

"I've never seen anything like that before." Lance also commented.

"I have."

Everyone turned their eyes toward Ben as his face was plastered with worry; something that surprised the group as they rarely seen him worried.

"Ben?" Rex wondered out loud.

A serious scowl formed on Ben's face. "I know who that ship belongs to. We need to get to the surface! NOW!"

"Ben what are you talking about?" Kim asked.

"You know who's attacking my home?" Illana asked urgently as well, wanting to know who'd be so cruel to attack her recovering home.

"Long story and I'll explain later but we need to go now before he notices us!"

"Ben's right." Danny agreed. "We need to protect the people! Let's go!" He took the Quinjet's controls and shot down toward the planet; thankfully the enemy ship had not noticed the Quinjet's presence yet. However, Lance still gave a look to Ben that silently said 'we will talk about this' as he was not fond of being kept in the dark.

The Quinjet quickly entered the Galalunian atmosphere; fire surged around the ship briefly before it dissipated as it came past the clouds and the whole team was treated with the sight of a warzone. The ground was barren and riddled with smoke and craters, multiple drone-like forces we're forcing all the Galalunian soldiers; those in Manus armors and infantry men, back to the castle which appeared to be the last line of defense. The sky lined with countless orange UFO-like drones with lasers that shot down on all the ground forces, along with black and orange humanoid drones with laser rifles that took the front lines of the opposing forces; but what was the most intimidating we're at least four forty-foot tall orange-red drones with tripod-like legs and large arm frames; they we're strong enough to force back all the Galalunian troops in their standard Manus armors.

"Good God." Kim breathed in shock and awe as she saw this.

"It's horrible." Illana was beyond horrified at the sight of her home under attack once more.

"We'll we're not gonna let this stand, are we!?" Zak demanded in an assertive tone of voice.

"No we are not." Ben said with an equally determined voice. He turned to Danny. "What's the plan?"

"We'll split into three groups." Danny began to lay instructions. "Zak you take the controls of the Quinjet and help Jake and I clear the skies. Illana, you take Kim and Ron to the front lines and help defend the castle. Ben, Rex, Octus, Lance; you guys clear out all the ground forces."

"Sounds like a party." Rex said with a smirk.

"Then lets move, Avengers." Ben said in determination.

The back door opened on the Quinjet as most of the team lined up and jumped out into free fall as Zak took the controls of their jet.

"Going Ghost!" Danny Fenton exclaimed his trademark as his white rings formed around him and extended, transforming him into Danny Phantom.

"Dragon up!" Fire surged around Jake's body as he transformed into the American Dragon.

Jake and Danny took up to the skies as they joined the Quinjet piloted by Zak and all three flew toward the airborne enemies.

Illana quickly activated her Corus armor and grabbed both Kim and Ron as she flew toward the castle.

Ben activated his Omnitrix and transformed into Heatblast. Using his hands and feet he created a stable-sized fireball for him to hover on just as Lance activated his Manus armor and hovered in the air alongside a hovering Octus.

The only one who continued to fall was Rex as he had his goggles on. Lance tried to talk to him via the comn-link.

"Rex what are you doing!?"

"Trust me!" Rex replied as he let gravity carry him down to the battlefield.

"Is he always this impulsive?" Lance asked Ben.

"Yep." Heatblast replied with a smirk, natural considering he was a bit cocky himself.

"Lets go help him out." Octus said as all three descended toward the warzone below.

A Galaunian soldier in his Manus armor was blasted back by the larger forty-foot gigantic drone. He looked up to see the robot aiming a laser in its arm at it. The drone's attention was however taken by a noise coming from above.

"WAHOO!" It looked up to see Rex falling down toward. The cocky EVO activated his Smack Hands and let the weight from them carry him down faster as he smashed straight through the chest of the gigantic drone and crash on the ground.

Rex stood up as he observed his handiwork. The gigantic drone stood with a large hole in its chest before it fell over and exploded on the ground.

"I said it once and I'll say it again. I love smashing robots!" Rex was however cut off by a few explosions behind, causing him to tumble back. He got up and looked in surprise to see the remaining three gigantic drones marching toward him, along with what appeared to be a small army of the humanoid drones.

They didn't get much farther however as bolts of white lighting and fire blasts cut them off. This came from both Heatblast and Octus as they set down near Rex and Lance landed behind them in his Manus armor.

Rex breathed a sigh of relief. "Thanks guys."

"No problem." Octus replied.

"This is why you wait for the rest of us." Lance criticized, causing Rex to roll his eyes in annoyance.

"Argue later, fight now." Heatblast commented as the smoke cleared to reveal the horde of drones as they opened fire; but Octus quickly expanded his body to form a large shield around the group to protect them from the laser fire.

"Rex, Lance, and I got the big bots." Heatblast instructed. "Octus, you take the little ones."

"Understood." Lance replied.

"Got it." Octus agreed.

"Come on, let's do this." Rex smirked as he formed his Boogie Pack and flew at toward the larger drones along with Heatblast and Lance as Octus condensed his body and ran toward the smaller robots.

The royal guard soldiers, along with the King, had their backs pressed back, taking cover behind the castle walls of the Royal Palace and debris as they fired back at the oncoming drones, who returned fire with their laser rifles. It seemed like a loosing battle.

"Why must we continue to suffer like this?!" The King exclaimed in frustration as he was sick and tired of his planet being invaded; first the Mutradi, now this. "Where are the rest of our forces?!"

"Our communications we're cut off once they touched down, sire!" One guard next to him informed as they continued to shoot back at the drones. However, an explosion erupted near the King, sending him rolling across the ground a bit.

The King groaned as he tried to pick himself up, only to look in shock at one drone that pointed its rifle at his face and was ready to fire. Fortunately, it didn't get a chance as Kim Possible came crashing down with both her feet onto its face, knocking its head off. She rolled a bit on the ground before charging in at a squad of drones.

They tried to open fire, but didn't even make a single shot as Kim slid underneath the lasers and right toward the squad before unleashing a series of punches and kicks; her own stamina combined with the enhance strength of her Battle Suit was enough to knock them all down.

At least seven more drones however circled both her and the King; but the front four didn't get to do anything as Ron landed in front of them and fired up his Mystic Monkey Aura before thrusting both his palms forward; an unseen force then sent them flying. The remaining three we're quickly destroyed by a laser from the forehead of Illana's Corus armor as it slid to a halt on the ground from the hair.

"Illana!" The King exclaimed, recognizing his daughter's armor anywhere.

"Daddy!" Illana deactivated her armor and embraced her father lovingly. "What's going on?! When did this happen?!"

"Just over an hour ago." The King answered. "They came without warning and started attacking the capital. All the citizens in the city have been evacuated, but we're barley holding out."

"What's the sitch?" Kim asked as she and Ron came up. "Is this really all the defenses you have?"

"We're still recovering from the Mutradi invasion, and they managed to cut off communications with the rest of the planet." The King informed.

"Any idea whose in charge here?" Kim asked again.

"No." The King responded grimly.

"You know, whatever happened to all those alien invasions that start with 'take me to your leader'?" Ron questioned out loud. "Seriously, things we're a lot more simple with that." Rufus stuck his head out and nodded in agreement with Ron.

"We can handle things from here, your majesty." Kim told the King. "You may wanna tell your forces to pull back."

"Are you certain?" The King was grateful for their help, but didn't necessarily feel comfortable with sending a group of children into battle.

"Father, all the Avengers are here. Worst case scenario we can form Titan." Illana assured her father. "Don't worry, we can handle this."

The King gave a reluctant sigh. "Alright, just be careful."

Illana nodded as she reactivated her Corus armor as Kim and Ron both ran alongside her as she flew and all three charged at the horde of humanoid drones on the other side of the debris surrounding the castle.

Zak shook as the Quinjet was taking fire in the air, but he was able to fly straight up before falling down at the group of four flying UFO-like drones that we're chasing him. As soon as he was behind them, he opened fire with the Quinjet's lasers and destroyed all the drones in the time span of two seconds.

"Never have I been more grateful for Uncle Doyle's flying lessons." Zak said to himself before he flew the Quinjet forward and opened fire on more incoming drones.

Meanwhile; a squad of drones was also chasing Danny. He flew downward and straightened himself up as he flew directly toward a ruined building with the drones hot on his tail. He smirked, as he turned intangible and phased through the building while the drones just crashed and exploded shortly after. The half-ghost leader of the Avengers phased out on the other side and turned tangible.

"Like bugs on a windshield." He cracked, before he got hit in the back with laser fire, causing him to grunt a bit before straightening himself out and looked up to see another squad of flying-bots descending down toward him.

"Oh you guys want some to huh? Alright, lets play!" Danny charged his fists with ecto-energy before blasting his green beams at them.

Jake shot a stream of fire from his mouth at an incoming drone, melting it in seconds and letting the molten results fall down to the ground. He flew straight upward to avoid the blasts of more incoming drones; he stopped in mid-air before contracting his wings and letting himself fall toward the enemy drones. He opened his mouth again and shot multiple fire-projectiles; a few missed, but a couple fireballs hit the drones with explosive results. Only one drone remained, which Jake grabbed and used his claws and strength to tear apart the circular drone.

"Yo! Who wants to play Frisbee!?" Jake called out to a pair of drones as he tossed each half of the drone as if they were frisbee-disks and sliced each of the drones in half.

"Whoop! Whoop!" Jake cheered to himself. "Who puts the Am in the Am-Drag! Me! That's who!"

Back on the ground; Heatblast was in his own firefight as he tossed a series of fireballs at the forty-foot gigantic drone he was currently fighting. The blasts forced the drone back a bit before silos opened up on its shoulders to shoot a series of missiles at him. Heatblast shot fire from his hands onto the ground to propel him up and back before the missiles exploded. He landed a distance a way and tried to regain his breath.

"These guys are even tougher than last time. Well, time muscle-up!" He slammed the Omnitrix symbol on his chest, resulting in a green flash. When it subsided, Ben had transformed into his Armadrillo form.

"Time to shake things up!" He slammed both his fists onto the ground where his jack-hammer-like shoulders began to work and start a tremor that caused the drone he was facing to topple over. Not even giving it time to recover, Armadrillo jumped straight up and reeled back a punch as he fell directly at its head; destroying it and defeating the drone.

Rex found himself on the defensive end of the gigantic drone he was fighting as he used his Block Party to deflect the constant laser fire from the drone's hands. After a while, he was getting sick of this.

"Okay, this is getting old." He retracted one hand while still using his right arm to block the blasts as he quickly formed his Slam Cannon in his left hand, pulled in some ammo from the ground, and opened fire; scoring a direct hit to cause the robot to stumble a bit.

Using this as an opening he formed both his Bad-Axes and his Bogie Pack and shot into the air straight for the robot's neck and with two slashes, the robot was decapitated. Rex smirked as he saw the headless-bot fall back on the ground.

At the same time; multiple humanoid drones fired their laser rifles at Octus, but he was far too quick for them. Moving at speeds open could consider super-sonic, he zoomed past all those in front of him and delivered punches with each drone. At the speed he was at, each drone was hit with enough force to be blasted apart into scrap. He zoomed past one group of drones before stopping and shooting white energy bolts from his palms at the pack of drones before they even had a chance to turn around, with explosive results.

While this was going on, Lance flew in the air in his Manus armor to avoid the laser fire of the palms from the only remaining gigantic drone, which was about twice the size of his own armor. As he flew in the air, he opened fire with his Gatling-Cuffs, but the bullets simply bounced off the body's haul. Lance tried to fly in and punch it, but the robot was quicker than he thought as it hit him and sent him to the ground.

Lance however was able to recover quickly enough to fly straight up and avoid the barrage of missiles that hit the ground where he once laid. Deciding to take a different approach; he fired his own barrage of missiles from his shoulders at the larger robot, which responded with its own missiles. The explosion was enough to give Lance cover as he pulled out a pod from his armor's leg, which morphed into a spear and he flew through the smoke, using it as cover, and impaled the drone's right eye. It staggered a bit before Lance delivered a punch directly into the robot's forehead and pulling out several important circuits and motherboards. The drone's eyes faded as it fell over and was defeated.

"Lance to Danny." He accessed his comns. "The ground is clear of enemy forces."

"We're just finishing up on our end. Just one second."

Lance's attention; as well as Armadillo's, Rex's, and Octus' we're caught when a large explosion erupted from the sky above them.

"Okay, now we're finished."

Lance felt himself smirk underneath his armor. "We'll meet you and the others at the castle; lets hope Illana, Kim, and Ron have it cleared out."

Illana flew in the air in her Corus armor as the humanoid drones opened fire on her from the ground, but not one single shot hit her. She fired a uni-beam blast from her heart-shaped chest piece, destroying all the drones that we're below her.

Three more of the same drones opened fire on Kim as she leaped from the debris and avoided the shots of the drones. She stopped on one that was relatively close to them and used her Battle-Suit's glove to catch the energy blasts and toss it back at them.

"Right back at ya." She cracked as the front-most drone was destroyed by the rebounded blast. Using this she quickly jumped in between the remaining two and landed on her hands to perform a split-kick to decapitate both of them.

Ron himself powered up his punch with the MMP-aura as he destroyed one drone with a swing and turned around to deliver a karate chop to a second and cut the robot in half vertically. Two opened fire on him from behind, but Ron did a back flip over them and when he landed behind he delivered a roundhouse to completely obliterate them with one kick.

However, the Mystic Monkey master didn't seem to notice one final drone about to shoot him from behind, but it felt a tap on its metal head as it turned to its shoulder to see Rufus giving a friendly wave.

"Hello." The Naked Mole Rat chirped before pulling some exposed wires on its neck, causing it to short circuit. Rufus jumped off just in time to see it exploded.

"Booyah!" Rufus chirped as he pumped his fist.

Within five minutes; the battle had come to an end. The Galalunian soldiers we're helping up their wounded comrades as all the Avengers gathered at the ruined front gate of the castle and met with the King near the landing Quinjet. Illana and Lance deactivated their armors as Danny, Ben, and Jake reverted back to their human forms.

"Well, looks like the fighting's over." Kim noted.

"We are in your debt once more young Avengers." The King of Galaluna thanked.

"No prob, its what we do." Rex replied.

"I hear that." Jake agreed as the two high-fived.

"Don't thank us just yet, its not over." Ben warned, getting everyone's attention.

"What are you talking about?" The King asked.

Both Lance and Danny had serious faces as they began to question the Omnitrix-user. "Ben, you saw that ship when we came here and recognized it." Danny recalled.

"You know who's behind this, don't you?" Lance questioned.

Ben sighed. "Yes. Unfortunately, I do."

Meanwhile, up in space, said shape-ship continued to hover in Galaluna's orbit. Within the bridge of that ship; a few more drones we're at the controls as they observed the battles between the Avengers and their army that previously took place on the planet below.

One individual walked up to the drones. He had a skinny frame with a white face and red eyes as well as a black-technology-cloak on as he too observed the battles that had been recorded.

"Incredible. It would seem these Avengers we're every bit as strong as we we're led to believe."

"Indeed." A new voice spoke up. "Tennyson appears to have found powerful allies."

The black-clothed individual turned around to the command-chair on the bridge where a large being sat, covered in the shadows as he bowed down.

"My Lord, what shall be our next move?"

"You will go down to that planet, Psyphon; and bring the princess to me."

"As you wish, Lord Vilgax."

The larger being stood up and entered the light where he was revealed in his full glory. He was a massive, hulking, green skinned behemoth with a beard of what appeared to be squid-tentacles. He wore a large red armored suit that covered most of his body save for his muscular arms, while also baring a large sword on his back. He also had gas-mask-like device covering his face with glowing red eyes that just burnt with pure hatred and malice. This was indeed Vilgax, the most dangerous being in Ben's home universe.

Done.
Once again, I apologize for the long wait. Hopefully this will satisfy you.

Things are about to get real for our Avengers. Galaluna is under attack by none-other-than Ben's worst enemy: Vilgax! But what does he want with Illana? Find out in the next chapter.

I want to clarify something; Vilgax's appearance is loosely based on that from the original Ben 10 series (NOT how he appeared in Omniverse), while also wielding the same sword seen in Alien Force/Ultimate Alien. There is a reason he looks like how he did before, story-wise, which will be explained in later chapters.

But writing-wise, the reason why I choose his first appearance was because he was the most intimidating back then. In the original Ben 10 series, Vilgax was a near-unstoppable monster; they toned in him down in AF/UA, but they still made him a force to be reckoned with. However, the Omniverse series did not do him justice at all. While some episodes maintained Vilgax's dangerous persona, they made him more of a comedic villain, one of the reasons why I feel Omniverse was among the worst of the Ben 10 franchise (not including the terrible reboot)

On a personal note; I will admit that Omniverse had some redeeming qualities to it, all around they could have done much better. Some of the arcs felt rushed, the interactions between the characters didn't feel right or natural, and they made Ben into an even more arrogant guy than how he was before. So, you will see later on in my series some Ben 10 elements that actually reflect more on the original series and AF/UA rather than Omniverse. Sorry to all you Omniverse fans, but this is my opinion and its my story and I will write it how I want.

One other thing to note. Ben's supporting cast (Gwen, Kevin, Rook, Max, etc) will NOT appear in this fic. It'll mostly be the Avengers taking on Vilgax. Don't worry, you will see them soon in this series, just not now.

See you with the next chapter; hopefully it'll be out soon.