Archive of Our Own

Chapter Text

A/N: Hey, guys! Sorry this took so long, but free time is scarce with my new job. That being said, I hope this chapter makes up for it! But before we continue, I'd like to issue a challenge. Someone on AO3 had mentioned they'd like to see a RWBY version of this Ben 10 reaction, and I'm also curious to see that. So, if you're willing, feel free to try and make a RWBY Reacts to Ben 10 story. I'll also be willing to give you the transcripts to episodes I've done already to make it a bit easier. The rest is up to you, I'd love to see what you guys come up with!

P.S Thanks again to XLR8 The Fox for help on the chapter. Asterisks will show scenes he has helped on once again.

"FINALLY! All this stuff Max knows is WAY more than a normal plumber should know! I wanna know how he knows it!" Ashido exclaimed.

"Indeed. There's been far too many moments when Max has said things that just don't make sense. Some knowledge was believable, but others simply didn't add up." Iida agreed.

"Knowing Heatblast was an alien when he first saw him, knowing how to cool down the power plant, setting up the training course for Diamondhead..." Ojiro listed.

"Not to mention, when they were chasing Animo's giant parakeet. He said it was like the old days before he retired. That's definitely not in a plumber's job description." Shoji added.

"And don't forget, he got scared after Ben described the squid guy. Almost like he knew EXACTLY who he was talking about." Midnight tacked on as well.

"All great points. It all paints a picture that means Max is either negligently hiding information from his family... Or he has a past with that tyrant, maybe even working along with him." Aizawa theorized, he and the rest of the group not noticing Anemone having to coil around and constrict Maverick to stop him from attacking the narcoleptic teacher.

"I-I'm sure there's a better explanation for it. Max seems like a truly good person. I don't believe he's ever been a villain. I want to believe in him." Midoriya said.

"Then let's get to watching already so the old man spills the beans!" Bakugo snapped.

The episode began with a news-station helicopter following police cars chasing a speeding armored vehicle. "We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also have a hostage." The reporter explained.

"Jeez! Starting off with a crime, again? Can any of these ever start out chill?!" Ashido questioned.

"Well, Ben is doing hero stuff. That isn't usually very chill." Asui pointed out.

"What if they have ice powers? That chills things down." Todoroki offered, making ice in his left hand.

There were some sighs and groans at this. "Okay, we NEED to get Todoroki some lessons on how normal people talk." Jiro said, earning a light elbow from her girlfriend.

"A high-speed chase. XLR8 or... Stinkfly would be the optimal choices." Yaoyorozu said, although she was clearly hesitant to see another appearance of the Lepidopteran.

"He could catch the car, but he might have a tougher time stopping an armored vehicle. And Stinkfly's goo might not be strong enough to stop it. We've seen Four Arms can jump pretty far and pretty fast, so he might actually be able to catch up with the armored car. And he could definitely stop it." Shoji theorized.

"Heck yeah! That'd be the manly way to do it!" Kirishima cheered.

"Maybe, but Ben always finds surprising ways to use his aliens. He might come up with a way to catch them with a different alien we never would've thought of!" Hagakure exclaimed.

"You are also assuming the watch ACTUALLY gives him the alien he wants in the situation." Aizawa mentioned.

"To be fair, it doesn't seem like Young Ben has gotten the wrong alien since the Grey Matter incident. Perhaps the watch's auto-repair function improved the system and selects the alien the user actually chose." All Might theorized.

The armored car sped past the Rustbucket. Suddenly, a large crystal grew out from the pavement, completely destroying the undercarriage of the car. The effect made it spin and completely stop.

"Whoa! That came out of nowhere!" Midnight exclaimed in surprise.

"Crystal... Which means it's going to be Diamondhead." Tokoyami determined.

"Not who I would've guessed, but clearly, it's working." Dark Shadow said, surprised.

"He's doing the stuff Tetrax did when he showed up." Koda realized.

"So he figured it out without being trained to do so. Damn, that brat is clever." Bakugo grumbled.

The police cars surrounded the vehicle. One of the criminals got out of the vehicle with the hostage, and the other holding a rather large rifle. He aimed said rifle at the police car and fired a bolt of electricity through the air, exploding the police car just after the police inside it went out.

"Oh, come on! They've got guns that give them my Quirk!? That's not fair!" Kaminari whined.

"Oof. Between that and them having a hostage, they've actually got a good chance of fighting their way out of there." Present Mic said warily, before smirking. "Unless Ben's picked up some new moves." He added, he and the students eager to see what the young hero would do.

"That's a good point. We haven't seen Ben use Diamondhead since he met Tetrax. And clearly, he's learned some of Tetrax's skills, like creating crystal constructs at a location of his choosing. Maybe he can figure out a way to surprise or disorient the villains!" Midoriya said eagerly, notebook at the ready.

The thug seemed confident with the new weapon. But it wouldn't last long, as Diamondhead appeared behind the thug.

"Think Diamondhead can reflect lightning?" Kirishima asked.

"Doubtful. Electricity can be refracted, but the process is FAR different than the method of refracting light waves or energy beams we've seen Diamondhead do. That being said, he would likely be able to put up a crystal wall to protect himself." Yaoyorozu explained.

"But that might give them a chance to escape in the smokescreen." Hagakure pointed out.

"That might be tough with all the cops around." Aoyama said.

"Wait, what's this?" The reporter asked as the thug aimed the rifle at Diamondhead, but the Petrosapien was faster—his right arm slid into a blade that sheared the weapon clean in half. The gunman knew he was screwed, so he bolted. However, he didn't get very far before Diamondhead made a large crystal right under him that trapped him a decent height off the ground.

Many in the class laughed at this. "Oh, man! His face was too good!" Sato laughed.

"Smart, eliminating such a dangerous weapon from the equation altogether. Well done, Young Ben." All Might praised.

"Oof. That's emasculating, having your big stick cut down like that." Mineta said.

Midnight laughed at this. "That's an amazing talent you have, to make anything sound dirty, Mineta." She said.

"You mean 'curse'." The rest of Class 1-A, Aizawa included, all said together.

"Yes. It looks like we have another alien sighting." The reporter informed the audience. The other thug walked closer to Diamondhead with the hostage. However, Diamondhead simply transformed his hand into a spike, daring the thug to do something. The criminal made the wise choice and surrendered.

"I think that's the smartest criminal we've ever seen so far." Asui said.

"Oh, man! Why can't it ever be that easy for us?!" Ashido complained.

"Probably because we're not dealing with street-level thugs with crazy guns. Although, that would be a nice change of pace from the League of Villains attacking almost once a month." Ojiro admitted.

"We don't know where these strange creatures come from, but they seem to be here to help." The reporter declared.

"Yeah, they are! Because they're all Ben! And he's definitely a hero!" Hagakure cheered.

"The brat's still got a LONG way to go..." Aizawa said, noticing the sour looks he was getting from the hosts and some of his more free-spirited students, then sighed. "But... he's on the right track." He admitted.

"Oh, don't worry, Shouty-" Maverick began.

"It's Shota." The narcoleptic teacher grumbled.

"Hm... No." The mantis man dismissed. "Ben's about to go A LONG way in this episode right now, so I think you'll be pretty pleased." He informed the group.

"I'll hold you to that." The Erasure Hero told him.

On the Chimerian Hammer, the warlord watched the broadcast from his rehabilitation chamber. "The Omnitrix... wasted on pointless heroics!" The tentacle-faced alien spat in disdain.

"Shall I dispatch more drones to retrieve it?" A crewman questioned.

*"Oh man, I completely forgot about him." Kaminari exclaimed.

"Honestly, same here, bro. It's been a while since we heard from him right?" Sero asked.

"If I recall, last time we saw of this villain was when he offered a partnership with Rojo… which also put Max in a worried state when Ben explained what happened after dealing with her." Iida recalled as the strange knowledge Max had of numerous things just kept popping up in the viewings, knowledge of things a regular plumber should NOT have.

When the villain called Ben's heroics pointless, some voices exclaimed in anger. "His heroics are NOT pointless! He's helping people and saving lives!" Uraraka exclaimed.

"Yeah! Ben is super manly for using the Omnitrix to help people." Kirishima agreed.

When they heard the Bioid ask if it should send more drones to retrieve the omnitrix, some of the class groaned in annoyance, "Kid's just gonna wreck em again." Sato said.

"Yeah its gonna be the same result, is he expecting some kinda miracle that Ben will slip up?" Ojiro asked.

"It doesn't matter, Hentai Face is just gonna lose again in the end-" Bakugo said, before being interrupted by said 'Hentai Face'.*

"No..." The warlord refused, as his chamber suddenly opened. One of the medical robots crawled out, only to be crushed by a massive metal foot. Vilgax emerged out of it, fully rehabilitated and with a few different features. "I will see to this task myself!" The squid-faced alien declared.

*Everyone was quiet, they had never felt such an intense and threatening aura from a villain, ever since a… certain Villain became known to the world. "This feeling… it's, suffocating." Todoroki muttered.

"H-H-H-H-H-He's s-s-s-s-s-so b-b-b-b-big." Kaminari stuttered as he and some of the other Bakusquad members admittedly felt scared for their lives.

"That aura…it feels like…" Midoriya muttered out as he and All Might could only think of the same thing on how this villains silhouette ALONE made them feel reminded of one particular villain of their world.

'All For One…' All Might thought to himself, he had never thought in his life he would have felt a similar feeling to the monster that killed his master with any other villain until now.

"HOW BIG IS HE?!" Mineta exclaimed in fear.

"Eh we could tell you… but You'll have to wait and see when he's FULLY revealed." Maverick simply said, not giving much details for now as the class could only wonder just how much of an upgrade did the warlord get?*

Right on cue, one of the cards in the English Teacher's hand began to glow. An even deeper, more menacing red than normal, it seemed like, almost blood red. "Tremble in fear in the face of the Conqueror of Billions and a destroyer of worlds, for he is here! Vilgax! A cybernetically enhanced Chimera Sui Generis. He one day emerged from the Shadow Realm, also known as the Null Void Frontier, and became a nigh unstoppable warlord that has slain any who got in his way and whose true origins are unknown as any who did have this knowledge has long since been exterminated. As a monster with a lust for power and conquest, this Warlord had long ago discovered the existence of the Omnitrix and has since been trying to obtain it as his ultimate weapon, willing to go to any lengths to obtain his prize and won't stop even if his body is reduced to pieces! And with his cybernetic enhancements and his army, few beings in the Omniverse would ever dare to even dream of facing him in combat, if they even could before today." Present Mic declared, although with a clear unnerved edge to his voice. [1]

"No way... The Shadow Realm!? That's impossible!" Kaminari said in horror.

"If that's true, he's like... The ULTIMATE villain!" Hagakure shrieked, equally horrified.

"Cybernetically enhanced!? That's cheating! He should get his gains the manly way!" Kirishima snapped.

"He's a villain, so it makes sense." Todoroki said.

"We already saw he was able to survive a giant laser hitting him directly, albeit barely. If he's now enhanced from that, he'll be even more durable! It's possible Four Arms may be the only one who can significantly damage him now." Midoriya said warily.

"B-Ben will find a way to win. He always does!" Ashido said, although she clearly sounded uncertain.

"I wish I had your confidence, Mina, I really do. But I think this guy is just going to be too much for Ben." Asui said worriedly.

The scene shifted to the Rust Bucket. With a sharp, startled gasp, Ben jerked upright in his bunk, eyes wide and breathing fast. The kitchen light clicked on; Max stepped in from the tiny galley, concern etched in the lines of his face. "Another nightmare, Ben?" He asked genuinely.

"Poor Ben. I hate having nightmares." Koda said sympathetically.

"Does ANYONE like having nightmares?" Ojiro asked.

"Tch. That means you babies are soft for HAVING nightmares! I only dream of how awesome I am!" Bakugo laughed.

"I have nightmares sometimes." Uraraka said with a pout.

"Then just dream of me to make those nightmares die." Bakugo told her.

"It was that weird alien from my vision, only bigger, uglier, and scarier." He rubbed his head, still rattled by the lingering images.

From her bunk below, Gwen blinked up, hair mussed and voice sleepy. "Sure you weren't just looking in a mirror?" She taunted.

"Man, even half asleep, she NEVER misses a chance to rag on him." Jiro said, half-impressed.

"She should be more sympathetic towards her cousin." Iida chastised.

"Oh, come on, man! She's just teasing, it's no big deal!" Sero told him.

"But it SHOULD be something they take seriously. They know some alien is sending drones after the Omnitrix, and now they believe Ben knows who that alien is. So, if that alien apparently becomes even more dangerous, it's not something to joke about." Aizawa told them.

"It's just a bad dream, son." Max assured him before stepping away. "We can talk about it in the morning." He told his grandson.

"It seemed so real. He looked right at me and said, 'I'm coming for you now.'" Ben explained.

The group was shocked at this. "So, the nightmares are actually telling Ben what's going on? How?" Aoyama asked.

"It must be from when he was connected to Rojo as Upgrade! Vilgax had a connection to her and gained a connection to Upgrade through that!" Midoriya realized.

"Oh, man! I thought that went away after Ben turned back!" Mineta cried out.

"It seems like Vilgax can no longer directly speak to and threaten Young Ben, but there seems to be a lingering connection, whether Vilgax is aware of it or not. That may seem unfortunate, but it can prove to be an invaluable warning, as it's now given the Tennysons time to prepare." All Might said.

"Let's hope it's enough." Hagakure said nervously.

Max froze mid-step, shock briefly flickering across his face. "Change of plan. We're hitting the road right now." He declared.

Onscreen, Ben and Gwen shared a look from their bunks, both equally confused. "Grandpa, it's three in the morning." She pointed out.

Max sat in the driver's seat, already buckling himself in. "Best way to beat the traffic." He cranked up the Rust Bucket and immediately pulled out of their camp spot.

"Whoa! Talk about a lead foot!" Kaminari exclaimed.

"Man, Max really seems spooked all of a sudden!" Kirishima said in shock.

"Yeah, he always seemed pretty calm and collected before, it's weird seeing him like this now." Ashido noted.

"He was like that the first time Ben told him about Vilgax, too. Like he actually knew about Vilgax and what a big deal he was." Asui added.

"And he's seemed to know about aliens from the very beginning, like when he knew Heatblast was an alien. So he knows way more than a simple plumber should. But how, is the question." Todoroki pondered.

A herd of bison grazed across the pale prairie as the Rust Bucket thundered down the highway, humming well above the posted speed limit. From the dinette, Ben looked out the window. "Uh, grandpa, what's with the lead foot?"

"I want to make Mount Rushmore by nightfall." Max replied.

"Mount Rushmore again? What could be there that is so important?" Shoji pondered.

"Maybe it has special jammers or something that could hide them from Vilgax?" Sato guessed.

"Isn't Mount Rushmore just a mountain with old guys' faces carved in it? I don't see how anything important could be there." Dark Shadow said.

"Agreed. To my knowledge, Mount Rushmore is a beloved American landmark. I find it hard to believe they'd hide anything there that could turn the location into a target." Tokoyami agreed with his Quirk.

"Don't be too sure about that, feathery listener! It's pretty common for a lot of nations to make a number of their landmarks into secret hiding places. But, if their movies are anything to go by, America in particular is pretty good at having secret locations at or near a number of their landmarks!" Present Mic declared.

"I'm so bored." Ben turned to his cousin across the table, where she typed steadily on her laptop. "Let me play a game."

"I would, but I think this will be a good lesson for you to learn how to entertain yourself." Gwen snarked.

Ben's mouth curled into a mischievous, smug grin.

Many students jumped a bit at Ben's expression, while others laughed. "Dear god, that face!" Hagakure squeaked.

"He looks like more of a villain with that face than Zombozo did!" Jiro said, fighting back a chuckle, like she does when Kaminari goes into his "Yay!" mode.

"Oh, that grin just spells mischief!" Midnight laughed.

"Calling it now, he's gonna screw with the computer somehow. Either Grey Matter or Upgrade." Ashido giggled.

"But if he transforms to do that, Vilgax will be able to track the Omnitrix and find him!" Yaoyorozu pointed out, everyone immediately feeling dread at that possibility.

Meanwhile, the Chimeran Hammer hung in low orbit. Inside the bridge, consoles throbbed with alien light; Vilgax sat in the command chair, his new form still cloaked in shadow.

"The Omnitrix has been activated," Vilgax announced. "Pinpoint its location."

"Ben, nooo..." Most of the students groaned.

"Another instance of the kid goofing off and wasting his powers." Aizawa grumbled.

"Or, using them how the watch was meant to..." Maverick whispered to Anemone, who giggled.

"Well, to be fair, he didn't know Vilgax is up and searching for him." Midoriya tried to defend Ben.

"Perhaps, but he is aware someone is using drones to search for the Omnitrix whenever he activates it, so he should have the common sense to avoid doing so unless it's an emergency." Iida said.

"Yeah, but... they haven't done it for a while, so maybe he thought they wouldn't try it again?" Uraraka tried, also hoping to defend Ben.

On the forward monitors, the Omnitrix sigil blinked to life over a map—an area just outside Rapid City, South Dakota, United States.

Vilgax's beady red eyes narrowed. "I have you now." (Many gulped and gripped the edge of their seat, but said nothing.)

Back in the Rust Bucket, Gwen kept typing on her laptop. Without warning, the screen went black and unresponsive. "Hey! What gives?" She demanded as she jabbed the power button.

The display flickered back on to reveal Upgrade's eye, a green circle, stared from the screen's center. "Sorry. You are a loser." The Galvanic Mechamorph declared as his bulbous head pushed out of the screen itself. "And always will be." He taunted.

"Upgrade! A magnifique choice! His eye laser can be both dazzling and powerful to put a stop to that dastardly villain!" Aoyama cheered.

"He tanked a laser from a huge spaceship before. Now he's even bigger and tougher! I don't think Upgrade's gonna do much." Sato said uncertainly.

"Ooh, but wait! He's CYBERNETICALLY enhanced, right? So, maybe Upgrade could take him over and shut him down or strip him of HIS upgrades like he did to Rojo!" Hagakure said hopefully.

"Interesting theory, but remember, Rojo was able to fight him off before until he wore her down first, so surely Vilgax will be able to fend him with a bit more ease." Yaoyorozu said.

"There's a possibility he might be able to overtake the ship and either crash it to the ground or otherwise trigger some form of self-destruct, but we don't know if there's a size limit to what he can overtake, and Vilgax's ship is massive. It could be too much for him..." Midoriya said, devolving into a mutter storm, before being slapped by Asui's tongue.

"All excellent theories, but you might want to keep watching." Maverick told them.

"Aah!" Gwen exclaimed as he extended his head to tap her face teasingly before reverting back into the laptop.

"Ben! Get out of my computer!" She demanded, pounding the dinette table.

"What? I'm just entertaining myself." He mocked.

"I mean, she DID kinda set herself up for that." Kaminari admitted.

"That brat needs karma to bite her in the ass more often." Bakugo chuckled.

"But, doesn't Ben have his own handheld games and stuff? Why not play those instead of bothering Gwen?" Uraraka asked.

"Probably need some batteries. And, as we've seen, Ben loves trolling Gwen. Sometimes messing with people can be even more entertaining than video games." Shoji guessed.

"This is my private property, and you're getting your cooties all over it!" She complained as she picked up the laptop and shook it.

Suddenly, Gwen's laptop turned black with the keyboard becoming green and three mechanical insectoid-like legs sprouting from the bottom. "Ooh! What's this? A diary!" Upgrade announced. "'Dear diary, my cousin Ben is such a—'" He began reading.

"WHAT?!" All the girls, including Midnight, cried out furiously.

"That's crossing a line, Tennyson!" Jiro snapped.

"Invasion of privacy! A girl's diary is sacred!" Hagakure cried out, the sleeves of her uniform suggesting she was repeatedly punching her fists to the sky in frustration.

"Mineta broke into my dorm and tried to peek at my diary. I almost melted him. Now I wish I could do that to Ben!" Ashido snapped.

"You did WHAT?" Aizawa and Midnight demanded, Aizawa to Ashido and Midnight to Mineta.

"If it helps, I'm fairly certain Ben didn't ACTUALLY read her diary, he was just trying to get a rise out of her." Anemone assured them.

"Some things aren't meant to be joked about. Privacy is one of them!" Iida snapped, chopping away again.

"Doofus! Knock it off!" Gwen snapped

"Ben! Now is not the time to go alien!" Max scolded. "Do you understand?" He demanded.

Both Upgrade and Gwen paused, startled by the seriousness in Max's voice.

The audience was also shocked at Max's tone. "Whoa. I don't even thinked he snapped like that when Ben ran off and stole things." Mineta said, shrinking down a little.

"Indeed. They may be in a serious situation, but he's only justified in snapping like that if Ben also understands how dire the situation is, which he doesn't, as Max hasn't shared the details with him. As far as he's aware, Vilgax is still far off in space, far away from Ben, meaning Ben should be safe beyond his reach. If only that were the case." All Might said troubled.

"Which, again, begs the question of how Max knows just how dire the situation is." Aizawa said suspiciously.

"I was just fooling around." Upgrade unmerged from Gwen's laptop, unfolding to full height.

"We can't afford to attract attention right now." Max argued.

Upgrade shrugged. "What kind of attention could I attract in here?" He questioned.

"Oh, kid, if you only knew." Jiro groaned.

"I mean, he runs into a different villain like EVERY WEEK. At this point, it's more surprising if he DOESN'T draw attention." Kaminari pointed out.

"That's... actually a good point." Iida admitted

Thankfully, the Omnitrix dial blinked red before Upgrade flashed back to Ben. "Never mind." Max returned his attention to the road.

Ben and Gwen traded a look, equally confused; Gwen lifted a helpless shrug.

"He knows Vilgax is coming, but he won't share that information? That feels incredibly negligent." Yaoyorozu said.

"Maybe he's just trying to keep the kids from worrying?" Midoriya theorized.

"Besides, if the brat knew Hentai Face was coming for him, he'd probably rush right off to fight him." Bakugo added.

"Good point, explosive listener. Whatever he knows about Vilgax, he clearly has some kind of plan. So hopefully, he'll have time to prep and execute it if Vilgax can't find them right off." Present Mic agreed.

Back on the Chimeran Hammer, the Omnitrix sigil winked out on the bridge's monitors. The lieutenant drone turned to the commander. "We have lost the Omnitrix signal." He informed, worry present in his tone.

"At least he can't track Ben when he's not transformed." Uraraka said in relief.

"But he has a general idea where he is now. With his resources, that's likely all he needs. The kid messed up, transforming just to mess with his cousin." Aizawa said critically as ever.

"I hope they aren't too far from Mount Rushmore now." Ojiro said in concern.

Vilgax was not concerned. "No matter. I've narrowed down its location." He dismissed.

The displays cycled through images: Stinkfly cradling two children and lowering them to relieved parents; Four Arms bracing a collapsing wall over cowering civilians; XLR8 skidding to a halt outside a hospital while people waved from the entrance. "And I know just how to draw this Earthling out." Vilgax declared, rising from his chair, his red eyes narrowed at a panel showing Diamondhead holding a gray tabby cat, returning it to a child below. His fist crashed into the monitor, shattering it.

Everyone's eyes widened in horror as they realized Vilgax's plan. "He's going to use Ben's heroism against him!" Ashido cried out.

"And that no doubt means putting innocent lives in danger." Aoyama said in concern.

"The Achilles heel of all heroes. If civilian lives are threatened, we basically have to do whatever the villain wants." Midnight told the students, her gaze hardening at Vilgax for his dangerous plan for the people.

"Punching the screen like that seemed unnecessary, though. Like, why break your own stuff? That's gotta be expensive to repair." Kaminari noted.

"He doesn't exactly strike me as strapped for cash." Sero told him.

A herd of bison grazed across a quiet prairie, tails flicking, grass whispering under heavy hooves. An unnatural whine bled into the air; a broad shadow swallowed the sunlight. Heads lifted, ears twitching in confusion as the Chimeran Hammer dropped from the clouds, settling menacingly between two mountain peaks.

"Not the bison!" Koda cried out fearfully.

"Yeah, somehow, I don't think that's his plan." Sato told him.

"But now he's down in the planet where he can REALLY cause problems." Present Mic said.

"I really hope the Omnitrix works and gives him Four Arms." Asui said worriedly.

A hatch irised open on the warship's underside, dropping a massive orange-red sphere studded with black spikes, trailed by a swarm of beetle-like drones. Like Vilgax's other models, they wore a rust-toned chassis with three bulbous red sensors fore and aft, gray insectile legs, and a gray belly-mounted cannon jutting from beneath.

"Not more of those robots!" Jiro lamented.

"But they're hardly a challenge for Ben anymore. They're not the real threat." Shoji pointed out.

"Yeah. Whatever that spiky orange wrecking ball is can't be good." Dark Shadow said.

"Indeed. If I were to hazard a guess, it's likely some form of stationary weapon. Perhaps something that fires those spikes as long-range missiles while the drones go out and cause chaos." Tokoyami theorized.

The spiked ball hit the prairie with a ground-shaking thud, then immediately gathered speed, rolling forward and chewing a trench through grass and soil.

"It moves?!" The whole class exclaimed in shock.

"Well, so much for that theory, Tokoyami." Kirishima said.

"Then it's mostly likely a larger form of drone. Maybe one designed to roll over and crush large numbers of forces?" Yaoyorozu theorized.

"Man, no one's thinking of the simplest option." Maverick said.

"To be fair, I don't think you look at a giant spiked ball and think 'that's basically a car'." Anemone admitted.

The camera panned to a roadside placard—WELCOME TO RAPID CITY—which was instantly blasted by a line of red laser fire from the beetle drones. The swarm stooped toward the city, the spiked machine barreling after them like a runaway boulder.

"The city... All those people..." Mineta said in horror.

"Vilgax, this action is utterly cowardly and unforgivable! These civilians have no part in your quarrel! Leave them out of it!" Iida snapped, chopping away.

"He still can't hear you." Maverick told him.

"Take this as a lesson, students. Some villains will do anything, stoop to any lows, in order to achieve their goals." All Might said, growling at the thought of these civilians getting hurt.

"Tch! Damn squid bastard! Turn him into Calamari, Tennyson!" Bakugo shouted.

Back in the Rust Bucket, Ben and Gwen sat at the dinette. Ben flipped through a comic, Gwen typing steadily on her laptop. Both glanced up as the window filled with distant columns of smoke rising over Rapid City.

"What's going on over there?" Ben asked urgently.

Grandpa Max cut a look toward the plume, concern tightening his features for a moment. He refocused on the road, hands firm on the wheel. "I'm sure the local authorities have the situation well in hand."

"Max, what the hell?! People are in serious danger!" Present Mic exclaimed.

"Exactly, they're all doomed if Ben doesn't help!" Hagakure cried out.

"He's thinking about his grandson's safety. Understandable, but leaving these people to die is unacceptable." Aizawa said, glaring harshly.

The scene cut to chaos: civilians sprinted through smoke-choked streets as beetle-drones strafed the avenues, carving molten lines through cars and storefronts. Facades sheared away in showers of brick and glass. The spiked juggernaut thundered down the street, its bulk grinding masonry to powder; buildings on either side folded as if made of paper. Fire blossomed. Smoke billowed. A wedge of beetle-drones swooped low, raking a block—lamp posts and vehicles blown apart. They skimmed toward a gas station, lanced the pumps, and in an instant the forecourt became a blooming fireball. Bystanders screamed and dove as a rolling wall of flame punched across the street.

"I don't think the local authorities have it in hand!" Sato said.

"All those people. They're right there in the danger. Someone has to help." Midoriya said, wishing he could jump through the screen and face the threat.

"Come on, Ben! You've got this! I believe in you!" Ashido cheered.

Ben and Gwen gasped from the mushroom cloud billowing on the horizon. Something massive had just exploded! Ben immediately adopted a confident grin. "Looks like it's Hero Time!" The boy declared eagerly.

"Ben, this isn't a game! People could be dying!" Asui snapped.

"One more reason the brat shouldn't have the watch. The most dangerous weapon in the universe and he's using it as a toy." Aizawa grumbled.

"That's it." Maverick said, pulling out the bazooka from the Kevin 11 incident and firing at Aizawa before Anemone could stop him this time. However, a portal opened in between the narcoleptic teacher and the missile, sending it to another universe, where it crashed into a strange giant spider mech fighting a colorful group of heroes, including a demonic-looking woman, a dark-skinned woman with pink and blue hair shooting bolts of light, a short but strong-looking man and a giant bat monster. [2]

Anemone glared at him, having been the one to create the portal, before looking back to the audience. "Everyone, you should reserve your judgment. At the surface, yes, it seems like Ben is goofing around and treating this like a game. But this is to help keep him in the proper state of mind. Remember, for all the incredible power the Omnitrix gives him, Ben is a child, not even a teenager like you students. And all these dangerous situations are very scary for a child. So, he has to find some way to make it less scary." She said.

The class had to stop and think about that for a moment. "Wow... That's something I don't think a lot of us have thought about." Jiro said.

"Yeah. A lot of us want to become heroes to get rich or famous. We never really thought about the actual dangers of being a hero, until we saw it firsthand at the USJ. I guess, if you really think about it, a lot of us were kind of thinking of heroism as a game, too." Uraraka admitted.

"I see. So a coping mechanism. I've heard a number of heroes have something like this to keep themselves in the proper headspace." All Might admitted as well.

"To quote another man with an infamous, ever-present grin: 'just because you see a smile, don't assume you know what's going on underneath'. Usually, the guys who are talking the biggest game or acting the toughest, are usually the most scared of all." Maverick told them.

"You have both given us much to think about. Thank you." Iida said with a respectful bow to the hosts.

"Alright, enough of this sappy shit! Let's see Heatblast roast this big bitch into Tempura!" Bakugo said. [3]

Max glanced back. "Ben, I don't think that's the best idea—" He tried to warn his grandson.

Ben cut him off. "Time to turn up the Heatblast on these guys." He activated the Omnitrix, scrolling past Ghostfreak and XLR8 before finding Heatblast and slamming down the dial. Molten rock veined up Ben's arm; in a flash and roar, the boy turned into Heatblast.

"Heck yeah!" All the students cheered. (Although, of course, Bakugo said "Hell".)

"That transformation has to be the coolest and least terrifying." Ashido said.

"Getting covered in molten rocks isn't terrifying?" Hagakure asked.

"Not when you compare it to your muscles swelling like hell, extra limbs exploding out of you or turning into a skeleton before you become a ghost." Ashido pointed out.

"Again, all of this happens nigh instantly and Ben doesn't feel a thing, so it's not that big a deal." Anemone reminded them.

"Yeah, I just added them to add an extra dramatic flare... and to creep the shit out of you sensitive ones." Maverick said, a mischievous maniacal laugh at the end.

The Rust Bucket screeched to a stop at the roadside. The Pyronite leapt out, crouched, then drove twin lances of fire into the ground, jetting himself skyward like a rocket.

"Nice! Another new way Heatblast can fly!" Kaminari cheered.

"That's almost like Endeavor, propelling himself off the ground with jets of fire from his feet. Not sustained flight, but it still serves to clear an incredible amount of distance in a short time!" Midoriya said in amazement, writing down the new showing of power.

"Heatblast... You were perfect, why did you have to ruin yourself?" Todoroki lamented, deflating at seeing his favorite alien doing something similar to his father.

Back in Rapid City, civilians scattered with screams as beetle-drones knifed through the air, red lances of energy shredding parked cars. Before the targeting reticles could settle on the fleeing crowd, two blazing fireballs tore down from the sky and detonated a pair of drones mid-flight.

"Thank goodness." The entire audience sighed in relief as the fireballs destroyed the drones.

"That was way too close." Uraraka sighed in relief.

"But now, it's time for Heatblast to be super manly and save the day! He's about to make our Entrance Exam look like a joke!" Kirishima cheered.

Heatblast slammed into the street, landing in a corona of his own flames. "Hey. Why don't you pick on someone with real firepower?" He challenged.

Heatblast glanced up and realized he was ringed on all sides by hovering beetle-drones. Dozens hung in the air, engines whining, lenses fixed on him. None fired; they simply stared.

"Oh... He's about to get jumped." Kaminari said worriedly.

"That's a lot of robots..." Ashido said in concern.

"And this is why you look before you leap. Assess the situation, don't just run in, guns blazing." Aizawa said.

"Bro, you LITERALLY did that at the USJ! You full-on pulled a Leroy Jenkins and jumped into fight an army of villains!" Maverick called out the narcoleptic teacher.

"That was to save my students. There was no time to work out a plan." The sleeping bag teacher told him, before understanding. "Oh. I see." He admitted.

"Yeah, to be fair, Mr. Aizawa, at least the villains were at the bottom of a giant staircase. These civilians are already right in the danger zone." Asui admitted as well.

"I get what you're telling them, Shouta, but there's also times you definitely gotta act. With a ranged fighter like Heatblast- or, you know, me- I would've observed from the roof, took out those first two with a shout to destroy the immediate threat, then relocate to assess the situation elsewhere." Present Mic explained.

The other teachers were shocked at this. "Wow, Hizashi making sense wasn't on my bingo card." Midnight admitted.

"Hey, what the crap?! I'm a professional hero just like you guys! Just because I'm more lax doesn't mean I don't know what I'm doing!" He snapped.

"Oh man... I didn't mean all at once." Heatblast remarked. "Why do I get the feeling you were expecting me?"

"Because they were." The whole class said at once.

He flared hotter, cloaking himself in a roaring mantle of flame. Both hands swept up and out— two broad torrents of fire lanced through the nearest drones. He pivoted in a slow, controlled spin, carving the ring apart. More machines surged in; whirling disks of fire sliced them cleanly. He snapped off quick fireballs, pulping stragglers, then finished the rest with a left-hand stream and staccato blasts from his right.

"Whoa! That was awesome!" Hagakure exclaimed.

"His control is incredible! Not only was he able to turn and direct his torrent of fire, but he even managed to create discs of fire solid enough to cut through them!" Yaoyorozu said in awe.

"He's definitely been practicing! That rocks so hard!" Jiro exclaimed in amazement, hugging Yaoyorozu.

"Learning so many different ways to control his fire in such a short time! He really is amazing! Todoroki, that might be something you're actually capable of! I know I've seen Endeavor make solid spears of flame! So it's possible you can do it, too!" Midoriya encouraged him.

"Any way I can catch up to Heatblast, I'll go for it. Plus Ultra!" Todoroki said determinedly.

When the last drone blew apart, Heatblast stood amid a ring of smoking scrap, a triumphant smirk etched across his rocky face—until a bola-like device whipped from a bank of smoke on his left and slammed him against a building wall. Six metal rods embedded themselves into the concrete, blue electricity crackling between them, pinning him in place.

"What?!" They all exclaimed at once.

"Shit. Brat let his guard down too soon." Bakugo growled.

"Where did that come from!?" Hagakure asked in horror.

"There's only one place it could've come from... Vilgax." Iida realized.

Heatblast shook off the daze and lifted his head just as the colossal spiked sphere rumbled into view, sharing the drones' rust-and-red color scheme. It ground to a halt ten yards away.

A seam hissed; steam jetted out. The sphere split into two cupped halves, revealing a silver horizontal tube between them. A door with a red status light cycled, venting more vapor as it opened. Within the mist, a massive, armored silhouette loomed: beady red eyes and a green head apparatus cutting through the shadows.

"That thing was a transport?!" They all exclaimed at once again.

"Definitely wasn't on my bingo card." Sato said.

"But, it makes sense. A giant wrecking ball that looks like a tank and can probably destroy anything in its path. I could see an evil warlord wanting that." Ojiro said.

"Do you think the cockpit stays stationary, or does it, and the driver, spin along with it?" Uraraka wondered, turning slightly green at the thought of rolling end over end in a giant ball. She had enough of that at the training camp.

Vilgax stepped out into daylight, the ground shaking. He towered, nearly twenty feet, black-red armor plating his legs, torso, chest, and shoulders; exposed skin mottled green. Dark crimson spikes bristled along the red creases of his huge arms and shoulder plates. A curtain of long tentacles draped down his face like a beard, mouth sealed behind a black mask veined with red tubing.

The group fell silent, finally getting a full look at Vilgax. "He... He's huge." Mineta said, trembling in fear.

"Even All Might wasn't that big." Sero squeaked.

"Or that bulky." Shoji said, equally unnerved.

"You…" Heatblast said as his eye sockets widened. "…you're the alien from my visions!" He realized.

"At last, we meet." The creature spoke in a raspy, sinister voice. "The being that has caused me so much trouble…" He growled.

There was a taut beat as Heatblast and the squid-faced behemoth squared off, flames rippling, red eyes burning. "Who are you?" Heatblast asked.

"I… am Vilgax. And I have come for the Omnitrix." The warlord declared.

"And, uh...I'm guessin' you're not with the good guys." Heatblast remarked.

"No, he's not!" The whole audience cried out.

"But that begs the question, why he even wants the Omnitrix? He looks even stronger than Four Arms!" Koda exclaimed.

"But there could still be aliens out there even more powerful than that. Not to mention, strength can only do so much. It won't really help you against Ectonurites like Ghostfreak, or help you deal with the flames from Heatblast." Midnight told him.

"It doesn't matter. Because he's not getting the Omnitrix. Ben won't let him!" Midoriya declared.

"Yeah!" The rest of the students cheered.

The Pyronite strained against the restraints; molten light bled from his arms and the six metal rods melted, short-circuiting the electric net restraining him. He lunged, palms flaring, and drove a roaring fireball into Vilgax's chest, then hammered a flurry of blazing punches into the titan's massive leg.

Heatblast looked up, realizing that Vilgax hadn't reacted at all.

The group was horrified at just how ineffective that attack was. "I... It didn't do anything to him!" Ashido cried out.

"Damn. He must be even sturdier than me!" Kirishima said.

"But maybe Diamondhead is sturdier?" Hagakure theorized, not noticing the hosts sparing each other a look.

"It doesn't matter, though. Ben can't just switch between aliens. He has to wait for his time as Heatblast to run out, then wait however long the watch needs to recharge to pick Diamondhead. And I doubt Vilgax will give him that chance." Aizawa said.

"Indeed. I'm afraid if Young Ben can't handle this before he turns back... he's finished." All Might said with dread, making the students' hearts sink even more.

Vilgax then grabbed Heatblast and tossed him forward. The Pyronite ricocheted off the pavement, blasted through a building in a thunderous burst of concrete, tore through office partitions to a chorus of stunned screams, then kept going—punching through several more buildings before finally cratering into the street, half-buried under rubble.

"Ooh!" Everyone exclaimed with a deep wince at the brutal tumble the Pyronite was sent on.

"That HAD to hurt! He skipped him like a stone!" Kaminari said.

"And sent him through, like, THREE buildings!" Jiro said, nervously twirling her earphone jacks.

"From just a throw, not a strike. If that had been a direct attack, I'm not sure Heatblast would've survived..." Yaoyorozu said with dread.

"Hey, anyone else notice those rods sticking out of Vilgax's arms? Any chance that's some kind of aesthetic? Or maybe a prosthetic to repair his damaged limbs?" Mineta asked.

Several audience members paused and looked to see what he meant. "Oh. Good spot, dude. Didn't notice that." Sero said.

"Yeah. But whatever they are, I don't think they're anything good." Present Mic said warily.

Heatblast blasted the rubble away with twin jets of fire, stepping free of the debris. To the guild's surprise, he looked relatively unharmed, though he was panting hard.

"Okay…" he breathed, "this guy's really tough…!"

Vilgax vaulted in a single, monstrous arc over several buildings and slammed down about fifty yards from Heatblast. The impact gouged a crater and threw up a rolling cloud of dust. Without haste, the warlord strode forward.

"And he's fast, too! That's not good!" Iida exclaimed in horror.

"That's not speed, that's jumping a massive distance. So his legs are just as strong as his arms!" All Might exclaimed.

"Aww, man! That's not fair! If you have strong arms, you shouldn't have strong legs!" Hagakure whined.

"So his strength is balanced, and he clearly has a tactical mind. Brain and brawn. That's a dangerous combination, especially when it's a villain." Ojiro said.

"I gotta slow him down!" Heatblast exclaimed.

He reared back, gathering fire at his core; then twin lances of flame roared from his hands and crown. The street ahead blistered, asphalt sagging into a thick, black slurry. Vilgax charged through and his massive legs plunged, momentum catching. The warlord pitched forward and smashed face-first into the tarry mire.

"Alright, Ben! Melt him!" Ashido cheered.

"That's a lot of collateral damage, but I can't deny, that's incredibly clever. And clearly effective. It seriously slowed him down and made him stumble. Heatblast is in the best position he has been in this entire situation." Aizawa admitted.

"Now if only he could cool and solidify the asphalt back up to trap him." Koda said wishfully.

"Still, he's struggling now. Kid's got his best shot at taking Hentai Face down!" Bakugo said eagerly.

Heatblast's confidence returned as he strode forward, flames steadying into a focused burn.

From a side street, the Rust Bucket swung into view and braked hard. The camera slid to Max. His eyes locked on Vilgax, widening with stunned recognition. "No… It can't be." He said in horror.

"So he really DOES know Vilgax. But how?" Shoji wondered.

"Well, he's clearly responding negatively to seeing Vilgax, so that means they couldn't have had a positive relationship... right?" Koda asked uncertainly.

"Still, there's no way a simple PLUMBER could possibly know that monster. So Max clearly wasn't JUST a simple civilian." Aizawa said, suspicion and distrust deep in his voice.

"Not so tough when you can't move, are you?" Heatblast taunted, fists planted on his hips.

"Stop goofing off and kick his ass!" Uraraka, of all people, exclaimed.

"Bakugo truly has corrupted her!" Iida cried out, Midoriya shedding some tears for Uraraka's innocence as well. "Although, I can't disagree. Vilgax is in no state to defend himself. Now is the time for an all-out offensive!" Iida agreed.

"Come on, Heatblast! Hurry! Before he gets loose! Or worse, your time runs out!" Midoriya urged as well.

The Rust Bucket screeched to a halt, slotting itself directly between Heatblast and Vilgax. The door swung open with Gwen standing there, anxious and urgent. "Ben! Grandpa says to get in! Now!" She shouted.

Heatblast shrugged, cocky. "What're you talkin' about?" He pointed at himself and grinned. "I'm just about to kick alien butt!" He declared proudly.

"Oh, no... You should know better than that by now!" Sero warned.

"Karma and irony are about to come in SO strong right now!" Kaminari exclaimed worriedly.

Right on cue, the Omnitrix dial on his chest began blinking red; a red flash washed over him, and Heatblast reverted back to Ben.

"Damn that watch!" Jiro complained.

"That timing is DIABOLICAL!" Ashido ranted as well.

"Well, at least he can make a quick getaway now until the watch recharges." Hagakure said awkwardly.

"Benjamin! Get in!" Max ordered sternly.

"Ooh, full name. You're in trouble!" Aoyama exclaimed, trying to ease the tension in the room... This did not work.

"It's the way he knows best to get Young Ben's full attention. He certainly needs it now more than ever." All Might said.

At the sound of his full name, Ben didn't hesitate and dove into the RV. Max stomped the accelerator the instant his feet cleared the step. As the Rust Bucket barreled down the street, Vilgax fixed his gaze on it, beginning to rip himself free of the tar with slow, implacable force.

"Oh, man... And not a moment too soon." Mineta said in relief.

"Come on, Ben! You can't just run and let that monster get away! So not manly!" Kirishima snapped.

"Kirishima, the Omnitrix needs to recharge. Without it, they have no means of fighting Vilgax. Retreat is the only applicable strategy right now." Yaoyorozu told him.

"They could hit him with the Rustbucket!" Sato suggested.

"It'd just get stuck in the slag!" Dark Shadow pointed out.

"Indeed. In addition, it's uncertain if that would even harm Vilgax, with what we've seen so far. And it would make the rest of the family a target." Tokoyami agreed.

"Believe when I say, you do not want to pick a fight with Vilgax," Max cautioned, tone grave.

Ben blinked, staring at his grandfather. "Uh, how do you know his name is Vilgax?" Ben asked.

Gwen's brows knit, suspicion rising. "Grandpa, what aren't you telling us?" She questioned.

Realizing the slip, Max went quiet and fixed his eyes on the road.

"That's not an answer, Geriatric!" Bakugo snapped.

"Actually, Max is currently only 59. So he wouldn't be considered geriatric." Maverick said, being a smartass.

"So, for bragging rights, how do we think Max knows Vilgax?" Kaminari asked.

"With how shady he's being, it wouldn't surprise me if he was a former villain that worked for Vilgax." Asui said distrustingly. Maverick tried to pull out the bazooka again, but Anemone confiscated it and gave him a Gibbs-style smack upside the head.

"I don't know, Tsu. From everything else we've seen, Max is a really good person. Someone like that could never have been a villain." Uraraka said. "Maybe he was some kind of secret bounty hunter, like Tetrax!" She theorized.

"Or maybe even some form of underground hero, like Mr. Aizawa!" Midoriya speculated.

Aizawa huffed at the idea of this this now suspicious man being similar to him, but shook it off. "He's too skilled and knowledgeable to have been some random vigilante. He must have gotten actual training from somewhere." He told them.

"Then maybe he's like some kind of spy or secret agent!" Hagakure exclaimed.

"All great guesses kids, but why don't we get back to watching and see if the old man tells us himself. I'm on the edge of my seat here!" Present Mic declared.

Suddenly, the Rust Bucket swerved and shook as the roadway erupted under stuttering lines of crimson laser fire. Grandpa Max wrestled the wheel, keeping the RV planted on all fours.

Ben sprinted to the rear and yanked the curtains. Two beetle-drones knifed into view.

"Oh, come on! More of those things!" Mineta complained.

"I thought Ben wiped them all out!" Ojiro said worriedly.

"He probably called more from the ship. That thing is massive, so who knows how many it has there." Shoji pointed out.

"It probably wouldn't even be a stretch if he has something on the ship to mass-produce those drones in case he runs out." Midnight pointed out.

"Two robot goons closing in fast!" Gwen exclaimed, wide-eyed.

"Hold on!" Max threw the RV into a weaving slalom, skirting blasts that chewed divots from asphalt. Fire and chunks of street shot up as the drones strafed the fleeing vehicle.

"Holy crap! Max is an awesome driver! I'm taking notes!" Kaminari exclaimed, before turning to Midoriya "Deku, take notes for me, please." He whispered.

"Still, that can only work so long against robots that fast with that kind of firepower." Iida said.

"In a situation like this, though, there's not much more they CAN do until the watch recharges." Asui told him.

Onscreen, Gwen was in agreement. "We can't keep this up forever!" She said, stepping to the front.

Max cut a glance to the side mirror. Two beetle-drones knifed through the air behind them. "Things are gonna get a whole lot worse if we don't get to Mount Rushmore." He told his grandkids, before juking the wheel to dodge a laser. The Rustbucket lurched, and Ben slammed shoulder-first into the kitchen cabinet with a grunt.

"Again with Rushmore?! What the hell's so important there! It's just a bunch of faces carved into a giant rock!" Bakugo snapped.

"I'd hardly call a mountain simply a giant rock, but you're not wrong. Mt. Rushmore is mostly a tourist location, really only possessing visitor's centers and parking complexes. The most exciting thing I know that they have there is on-site dining and ice cream." Yaoyorozu said. [4]

"Okay, who else wants to visit Mt. Rushmore?" Hagakure asked.

Aizawa rolled his eyes. "We're not taking you to the other side of the world for ICE CREAM." He told his students.

"That may be the case for OUR universe, young Yaoyorozu, but clearly, many things are different in Young Ben's world." All Might told her.

Gwen slid into the passenger seat, bracing as another blast sizzled past the vehicle. "Why? What's at Mount Rushmore?" She questioned again.

"Gwen, this is not the time to explain," Max said, serious and steady, swinging the wheel left to slip another laser. "You're gonna have to trust me." He told her.

"Hard to do that after you've been hiding all this crazy stuff you seem to know from them!" Jiro snapped, not noticing Aoyama flinching.

"We wanna take bets what's at Rushmore, too?" Kaminari asked.

"No. We're not doing that again. Keep quiet and watch." Aizawa told them.

However, Maverick snapped his fingers. [Yo, kiddos! I gave you a temporary telepathic link to each other. Guess to your heart's content!] He told the students in his mind.

Said students were a bit shocked at this, but quickly threw out there guesses. [Anti-personnel and anti-vehicle weapons and defenses.] Yaoyorozu theorized telepathically.

[A super secret, super reinforced bunker to hide in!] Mineta thought in terror.

[Some kind of super, state-of-the-art armory with anti-alien weapons! Maybe even something specifically for Vilgax!] Ashido mentally exclaimed.

[Mega manly super soldier and alien warriors that work for the good guys!] Kirishima cried out in his mind.

In the end, each option had five votes, including the ones who suggested them. Jiro, Iida, Midoriya and Asui shared Yaoyorozu's guess as the least violent and most effective. Kaminari, Koda, Aoyama and Hagakure voted alongside Mineta for the bunker because they also wanted to hide. Bakugo, Uraraka, Sero, and Tokoyami followed Ashido's thought process about full-on offensive being the best option. And finally, Todoroki, Sato, Ojiro and Shoji believed Kirishima's idea of alien warriors being ready to defend against the threat.

Behind them, the Omnitrix chimed, signaling that it had recharged. Ben stood up from the floor and activated the watch. "Well, I'm not going down without a fight." He declared before slamming the core, transforming into Stinkfly. "Yes!" The lepidopteran exclaimed as he sprang for the door.

Koda and Present Mic screamed, while everyone else looked dumbfounded. "Stinkfly!? Are you kidding!? No way he can handle Vilgax!" Bakugo snapped.

"I think the drones are the biggest problem right now. Vilgax is probably still getting himself out of that tar, and even then, he wouldn't know where the Tennysons took off to. So, yeah, Stinkfly is probably best for taking care of a couple of flying drones." Uraraka reminded her boyfriend.

"Ben, wait!" Max called. Stinkfly didn't. He swung the door open and launched, banking hard toward the two beetle-drones.

"Dammit, kid. Listen for once." Aizawa grumbled.

"Uh, Shouta? You realize they're getting shot at with lasers, right? Kind of a situation that needs to be handled sooner rather than later." Present Mic told him.

Stinkfly knifed through a lattice of red lasers, wings scything the air as he landed atop the right-hand drone. Another volley seared past; he ducked, then unleashed a torrent of green goo straight into the drone's belly-mounted cannon. The slime clung and congealed, energy building beneath it. Then, the laser-cannon exploded, smoke billowing as the drone spiraled down and smashed into the street behind the Rust Bucket.

The girls of the class (and a few of the boys) cringed at this. "Ugh. Why does he have to use the grossest alien?" Jiro complained.

"I mean, I get they're fast, flying robots, but surely XLR8 could handle them!" Hagakure agreed.

However, their tone soon changed when the slime blocked the cannon and caused the drone to explode. "Aww yeah! It's not the prettiest, but the slime gets it done!" Ashido cheered.

"I must admit, it is impressive Stinkfly's slime is that durable, to be able to withstand the heat and force of the laser in order to block the cannon." Yaoyorozu begrudgingly admitted.

Stinkfly crawled along the drone's hull and drove the stinger of his tail into the aft sensors. The unit sparked and then blew apart, spiraling into the street below. Stinkfly hovered above the smoking wreckage, hands on hips in triumph. "Float like a butterfly but sting like a Stinkfly!" He cheered.

"Alright! That's how you do it, Stinkfly!" Kirishima cheered.

"It's scary to think a big bug can tear through metal like that, but really good in this situation." Koda admitted.

"But it's a bit too soon for him to be letting his guard down." Midnight noted.

"Let's just hope Vilgax hasn't had the time to get free and catch up." Sero said.

"Funny you mention that." Maverick said with a smirk.

In the background, a shadowy figure stood atop a rooftop, then bent and launched skyward—out of frame. That could only be one individual. Vilgax had timed his leap perfectly, clamping onto Stinkfly's tail with both hands. Panic flared as the Lepidopterran ascended, hauling the squid-faced warlord higher and higher.

"Vilgax!" They all cried out in fear again.

"Okay, jumping over a couple buildings is one thing, leaping across an entire block like that is just cheating!" Mineta screamed.

But then, they were all shocked when Stinkfly was still able to ascend with Vilgax clinging to him. "He's still going up. Meaning he can actually hold Vilgax's weight!" Iida exclaimed in shock.

"And how much does Vilgax weigh, exactly?" Aoyama asked.

"Over a ton. Roughly 2,500 pounds." Anemone told them.

Jaws once again dropped at this. "Amazing! That makes Stinkfly vastly strong than one would initially expect! And likely more powerful than any naturally flying creature on Earth, living or extinct!" Midoriya said, jotting down the notes quickly.

"Still, I doubt it's strong enough to match Hentai Face." Bakugo said grimly.

"Give me the Omnitrix." Vilgax ordered, his tone eerily calm.

Everyone shivered at Vilgax's voice. "Any time he speaks is terrifying!" Ashido cried out.

"It was even worse than back then... With him..." Todoroki said, everyone clearly knowing what he meant.

"All For One..." Midoriya answered.

"All For One had terrifying undertones and spoke of horrific things, but he also spoke with a smooth voice and attempted to maintain the air of composure, appearing like a gentleman. But Vilgax has no such performance when he speaks. He doesn't hide his intentions with soothing tones or a amicable demeanor. Vilgax is pure terror and doesn't attempt to be anything else." All Might said, just as unnerved as his protege.

Stinkfly responded by unleashing a torrent of green slime, blasting Vilgax off his back and slamming the warlord into the street. The impact carved a deep crater.

The girls shuddered at this. "Still gross... but at least it got him off of Stinkfly." Uraraka said.

"Yeah! And that was a huge drop! He's GOTTA be feeling that!" Asui agreed, hoping the monster was at least sore from the fall.

"I wouldn't be too sure. He must be at least as durable as Four Arms and he survived a similar fall with little injury. And Vilgax is armored. That might have just made him angrier than anything." Aizawa pointed out.

"Still, that stuff is super sticky. Even if he didn't take any damage from that fall, I doubt he's going anywhere any time soon." Jiro said.

The heaving mound of green goo shifted. Then, with a flex, Vilgax burst free. He crouched, coiled, and launched skyward. The Lepidopterran juked at the last instant, the lunge skimming past his wings. Stinkfly hovered, clearly rattled at the interaction. "Who is this guy?" He couldn't help but wonder.

"Nevermind!" The musician hero cried out fearfully.

"That makes him the first person we've seen to completely no-sell Stinkfly's... goo. And without his best weapon, I'm not sure what else Stinkfly can do against him without putting himself in serious danger." Yaoyorozu said nervously.

"And this time, I don't think he's got a chance to retreat and let the watch recharge!" Kaminari said worriedly.

Vilgax dropped into the roadway ahead of the Rust Bucket, cratering the asphalt and forcing the RV into a screeching halt. He straightened from the shattered pavement and pivoted toward them, implacable.

"Oh, my god! Even the people he's not chasing can't get away from him!" Mineta exclaimed.

"Think he might target them now?" Dark Shadow said worriedly.

"That's an excellent point. He's likely aware that they assisted Ben's escape after his transformation into Heatblast ran out. So they directly impeded his objective, something I doubt he'll ignore. And we've already seen his willingness to target innocents to lure Ben in. So targeting people he actually cares about is undoubtedly something he'd do." Tokoyami agreed in concern.

Grandpa Max slammed the gear into reverse, whipped the wheel, and swung down an adjacent street without hesitating.

They sighed in relief at this. "Oh, okay. Guess we don't have to worry about that." Sero said thankfully.

"But now they're abandoning Stinkfly! If EVER there was an opponent he should not be facing alone, it's Vilgax!" Iida exclaimed, chopping his arms wildly.

"Tch! Heatblast couldn't even put a scratch on this bitch! What do you think they're gonna do!?" Bakugo demanded.

"Unfortunately, young Bakugo is right. We've taught you this in more than one training exercise, children. Sometimes. There may be times your Quirk is simply not suitable for the task at hand. And, while that doesn't mean you simply stand on the sidelines like the heroes who attempted to rescue young Bakugo from the sludge villain, it does mean you should keep at a distance and find other ways to support those who can stand at the front. And it seems the only way for Max to do that is by getting to Mount Rushmore." All Might said.

"Where are we going?" Gwen demanded, peering out her window. She turned back to her grandfather. "We have to help Ben!"

"We will," Max assured her. "But first, we'll need to get some special help." He explained.

"Let me guess—at Mount Rushmore?" Gwen arched a brow. "Grandpa, you're really freaking me out." She told him.

"Trust me, Gwen. You're not the only one." Jiro assured her.

"Seriously, what the heck is at Mount Rushmore that can tip the scales for them so much!?" Kaminari exclaimed.

"And, the biggest question, how does Max know about it?" Aizawa questioned.

Meanwhile, Stinkfly knifed through the city canyons, beating his wings hard as Vilgax closed the gap behind him. The warlord vaulted onto a rooftop and gave chase, clearing alleys in single bounds; each landing cracked concrete and sent dust plumes rolling. With another titanic leap, he finally got enough height to clamp both hulking arms around Stinkfly, locking the Lepidopteran's wings.

"No!" The students all cried out at once.

"Oh, man! He's got him! There's no getting away now!" Ashido exclaimed worriedly.

"And no flying! So their landing could be most unpleasant!" Aoyama said, equally concerned.

"Max! Gwen! You've gotta turn around now! Ben needs help!" Uraraka pleaded.

"There's nothing they CAN do! It's all over!" Asui squeaked in fear.

"Aah!" Stinkfly cried out as the pair punched through a mid-rise, the impact blossoming into a fireball that sheared the building's upper floors and hurled them into the wrecked street beyond. (Everyone winced, but said nothing.)

Vilgax surged up out of the rubble without a mark on him, one clawed hand cinched around a squirming Stinkfly. "I grow tired of this," Vilgax snarled. Stinkfly thrashed, but Vilgax's grip didn't give an inch. The warlord raised his right hand, index finger glowing red, and pressed the Omnitrix dial. A brilliant crimson flash washed the scene and when it faded, Stinkfly was gone.

Everyone's jaw hit the floor. "He... He turned off the Omnitrix." Kaminari said, briefly pausing and realizing he FINALLY said it right, but everyone else was too stunned to register it.

"But... But how?!" Hagakure asked.

"To this day, even we are uncertain." Anemone admitted.

"Best guess, he tracked down some of the research notes on it, or MAYBE captured one of the assistants in making it and learned it from them. But, again, total shot in the dark." Maverick theorized.

"Doesn't really matter right now. What DOES matter is that Ben is back to normal. A ten-year-old boy, stuck in a hand bigger than he is, belonging to the biggest monster in their universe." Present Mic said grimly.

Ben hung in Vilgax's grasp, human again and stunned. "Hey!" His eye widened from shock."How'd you do that?!" He demanded.

"A child...?" Vilgax realized, clenching his right fist, fury ratcheting with every breath. "The Omnitrix is in the hands of a mere child?!" He roared, outrage shaking the air.

"Yeah! How do you like that! You keep getting outplayed by a TEN-YEAR-OLD!" Sato snapped, hoping both to ease the tension and get any shots he could in on the tyrant.

"He probably doesn't. And that's the problem. I doubt an ego as big as his will handle losing to a child." Shoji said troubledly.

"Ben... Please find some way out of this..." Koda pleaded.

Vilgax reached his right hand over the Omnitrix. The device flared a vivid green; arcs of emerald electricity snapped outward. A heartbeat later the blast hurled the warlord backward into a half-ruined building, crumpling concrete and leaving a massive dent.

"The failsafe!" They all cried out at once.

"Man, how do we keep forgetting about that?" Kirishima asked.

"To be fair, we've only seen it maybe three times. And quite far in between each other. It makes sense we may forget that with all the tense moments beforehand." Yaoyorozu admitted.

"Well, at least that's SOME breathing room." Midoriya said in relief.

"True, but I doubt it will last long. With everything else he's shrugged off, that blast seems mild in comparison." Midnight noted uncertainly.

It didn't take more than a heartbeat for Vilgax to recover; he surged forward again, closing on Ben with terrifying inevitability. "It would appear the Omnitrix has already merged with your own DNA..." Vilgax realized.

Ben tried to scurry away but the massive alien caught him by the back of his shirt, lifting him effortlessly. "I, uh...don't suppose that means you're gonna let me go, does it...?" He asked.

"Hardly..." Vilgax retorted, sour and cold.

Vilgax's spiked, ball-shaped vehicle rolled up and irised open, an armored maw inviting its master. "Aah!" Ben yelped as Vilgax tossed him inside.

The warlord stepped in after him and took the pilot's seat. The hatch sealed; the sphere locked and began to roll, gathering speed—smashing straight through a building as it barreled away.

"No! He's taking Ben!" Uraraka cried out.

"So, I'm glad he didn't, but why didn't he just, like... Kill Ben and take the watch?" Jiro asked.

"Kyoka!" Yaoyorozu scolded.

"What?! He's an evil warlord and he wants the watch! You'd think it would fit with something he'd do!" She countered.

"As he said, the omnitrix was biologically bound with Ben at that point. So it's entirely possible merely killing Ben would cause the device to self-destruct, or otherwise become inactive." Anemone answered.

"Well, at least that gives Ben a little bit more time." Sero said in relief.

"But I'm guessing Vilgax has a way to take it off... And it definitely won't be pleasant." Hagakure said nervously.

"But now there's a chance for Max and Gwen to get whatever they need from Rushmore and save him!" Ashido cheered.

"Whatever it is, it had better be something good. They'll need it." Ojiro said in concern.

The scene cut to Mount Rushmore, the stone faces looming beneath a clear sky, then snapped to the Rust Bucket grinding up a hidden, rocky service road behind the monument.

"I don't think tourists are allowed on this road," Gwen pointed out.

"We're not tourists. We're tenants." Max explained.

"Tenants? So they own Mount Rushmore?" Kaminari asked.

"Don't be an idiot! He probably means he's got clearance to be here." Bakugo scoffed.

The Rust Bucket rolled to a dead end marked by a faded "Road Closed" sign. Max reached under the dash to press a hidden red button. A deep rumble answered. The gravel lot shivered, and the RV, sitting on a concealed circular dais, began to sink. Dirt and stones slid off the edge as the platform descended into a vast cylindrical shaft. Concentric light rings bloomed on as the lift passed, then winked out behind them, swallowing the RV in alternating bands of glow and shadow.

"Alright! Secret bunker! I knew it!" Mineta cheered.

"It could still be an armory! You haven't won yet, shorty!" Ashido told him.

"But it looks like we were wrong, Yaomomo... No awesome alien guards." Kirishima said in disappointment.

"I suppose the anti-aircraft or anti-alien weapons would only have worked if Vilgax had been lured there to be put under fire, so I guess my vote was a bit too situational." She admitted.

"What are you kids talking about?" Midnight asked.

"Maverick gave us telepathy to guess our votes for what was at Mount Rushmore after Mr. Aizawa told to be quiet. Mineta guessed a bunker they could hide in, Ashido guessed an armory, Kirishima suggested a secret alien defense force and Yaoyorozu guessed weaponry to defend against alien attacks. And the rest of us voted along with their guesses." Todoroki explained.

Aizawa sighed at this. "Do you HAVE to constantly undermine me?" He questioned the male host.

The mantis man looked up in thought for a moment, before looking back to Aizawa. "Yes." He confirmed.

The platform thudded to a halt. Lights cascaded on, unveiling a vast enclosed hangar hollowed from the mountain. Smooth metal cladding in warm copper–sepia tones wrapped the space. Multiple levels unfurled in sweeping curves—broad ringed mezzanines and balconies circling the bay. Thick cylindrical columns rose to broad, saucer-like capitals, "mushroom" tops shouldering the ceiling. Along the perimeter, angled rib braces wove a lattice of arcs and diagonals, all converging on a central circular landing pad.

"Whoa! This place is decked out!" Hagakure exclaimed.

"I think I'd actually believe that it could withstand and attack from Vilgax, even with whatever firepower he has." All Might said, not noticing the hosts' grim looks.

"But that's not gonna save Ben. So, what will?" Iida questioned urgently.

The scene shifted to Max and Gwen striding through a grand corridor. It's a tall, perfectly symmetrical storage hall with two levels: continuous mezzanines run along both sides, and the walls are packed floor-to-ceiling with a modular grid of square drawers. Curved, fin-like braces arc up from the floor, sweep past the lower walkways, and tie into the mezzanine and ceiling—serving as both structure and dividers for the drawer bays. Overhead, a segmented barrel vault in warm copper/sepia tones glows with soft, indirect light.

"It looks like a giant mailbox for an apartment complex, or post office." Midoriya noted.

"Or lockers for storing things... like weapons!" Ashido cheered.

"Nooo! My bunker theory!" Mineta cried out.

"To be fair, something like this, I'm pretty sure could serve as both." Shoji said.

Max stopped at a floor-level drawer, pressed a rectangular button that lit blue, and the drawer slid out on a cushion of vapor—revealing two dark, green-plated apparatus inside. Max studied the device with a critical eye, then slid the drawer shut. He stepped to the next bay, pulled it open, and revealed another unfamiliar tool—sleek housing with purple-and-red accents. He closed that drawer as well and moved on. Max slid open another drawer, revealing a sleek white-and-red device, a classic ray-gun silhouette straight out of vintage sci-fi. He barely spared it a glance, shut the drawer, and moved farther down the corridor toward yet another bay.

"Anyone else curious about what any of those do?" Sato asked.

"Not what Max is looking for. Meaning they're nothing but distractions in a situation as dire as this." Aizawa told him.

"Still, one of those was basically a ray gun. Maybe Gwen could use that? She needs SOMETHING to help her!" Uraraka theorized.

"Yeah, not sure it's a good idea to give a little girl a bunch of equipment she has no clue how to use." Midnight pointed out the flaw in Uraraka's logic, missing the hosts' knowing looks.

Gwen's patience snapped. She planted her hands on her hips. "That's it! I am not taking another step until you tell me what's going on! Why aren't we helping Ben, what IS this place, and how do you know about that alien guy who's after Ben?" She demanded.

"FINALLY! Someone says it! Thank you, Gwen! I was about to go crazy!" Jiro exclaimed.

"Entirely too much has happened for Max to withhold information. Continuing to do so would only be negligent. Not to mention destroy any trust his family has in him." Yaoyorozu agreed. Meanwhile, the rest of the audience missed All Might and Midoriya sharing an uncertain look between each other.

"Well, it's kind of complicated, but let's just say…" Max began as he slid a peculiar headband rig down over both eyes linked by two black cables trailing to something in the drawer. He also had on a grey vest that covered his torso and back. He then drew out a heavy energy cannon: a long, matte-dark cylinder with a wide muzzle and blue glow slits along the barrel. An open, braced frame wrapped a rear pistol grip and a forward support handle; a large blue power canister sat slung beneath, humming. He hefted it into a two-handed stance. "…I wasn't exactly your normal plumber before I retired." He declared as the canister flashed, blue arcs crackled alive inside the housing.

For the umteenth time, their jaws hit the floor. "Holy crap! That cannons is bigger than he is! Super manly!" Kirishima said in amazement.

"Sure as hell ain't a plunger." Bakugo said in shock.

"I'm quite a fan of the visor. Not as fabulous as my sunglasses, but they're still amazing." Aoyama declared dramatically.

"Maybe they assist in aiming the cannon? Or maybe it's a laser gun and the visor is eye protection from the flash of the cannon." Midoriya theorized.

"Max clearly knows how handle that weapon. He was clearly some form of combat operative in the past. He must have been some form of undercover agent." All Might theorized.

Gwen blinked twice, staring at the weapon in open shock.

"Same, Gwen. Same." All the class said at once.

A herd of cows grazed placidly, oblivious to the alien warship hovering above. Inside the craft, Vilgax studied a green-tinted holographic display: Ben's image dominated the center, the Omnitrix visible on his left wrist, flanked by panes of unreadable alien telemetry. "A child... I should've suspected as much. The Omnitrix being used as a play toy..." The warlord growled as he glanced back.

Meanwhile, Ben was suspended in a ring-like apparatus: his legs and right arm pinned by blue energy restraints, his left arm and the Omnitrix encased in a tube-like clamp. "Hey! I've saved a lot of people by going hero." The boy argued.

"Yeah! Without Ben, monsters like Zombozo and the Limaxes would be hurting SO many more people!" Uraraka said.

"He doesn't do things the way we were taught to... but he's still a hero!" Asui admitted.

"Indeed. He has done thing that are inexcusable, but he's owned up to those things and continues to strive for what is right!" Iida agreed, chopping his arms frantically.

"He is young and still has much growing to do, but Young Ben does an incredible job as a hero. If he were in our world, it's possible he could even become the number one hero." All Might declared.

"Hentai Face is just mad because he can't have the watch for himself." Bakugo scoffed.

"At this point, I'm still wondering why he even needs the watch. He wrecked Heatblast and Stinkfly, so he's clearly stronger than most the aliens in the watch." Shoji wondered.

"Maybe Four Arms is still stronger?" Ojiro suggested.

Vilgax closed the distance, looming until he was less than a couple of meters from the boy. The camera revealed a broad, circular chamber: a cool blue light spilled from the ceiling, isolating Ben while multiple drones either hovered or stood sentinel nearby.

"You hold the key to a power struggle so ancient, so vast..." The squid-faced alien explained leaned closer, "...it is beyond your feeble comprehension." The warlord mocked.

"Rude." Kaminari said.

"I mean, Ben IS a kid, there's still plenty he doesn't get." Sero said.

"Or Vilgax just has deeper plans than Ben could imagine. Or WANTS to imagine." Present Mic said, disturbed.

"Picture an entire army…"

The scene cut to a vision: thousands of Ben's original ten alien forms charging across a rocky plain towards a crystalline alien city.

"…each in command of an Omnitrix…"

Another cut— Vilgax stood upon a rocky ledge, arm outstretched toward the city. "…all at my command!"

One soldier shifted to Four Arms, heaved a massive boulder toward the spires, then flashed green into Heatblast and unleashed sweeping torrents of fire that engulfed the view.

The group was horrified by this. "No way... That is just not fair!" Mineta cried out in fear.

"The Omnitrix's versatility is unmatched... If each member of an entire army possessed one..." Yaoyorozu began in horror.

"They'd be unstoppable." Aizawa said grimly.

"I don't think any world out there would stand a chance." Koda squeaked out worriedly.

"Even if it's just a vision, this is an absolute nightmare. A whole city overrun... All those civilians getting overrun by evil aliens..." Midoriya said desperately, again wishing he could jump through the screen and stop this.

"Uh... Not to say this isn't horrible, but isn't he overselling this a bit? Especially that last part. The Omnitrix can't just switch aliens like that. You're stuck with one until the timer runs out, then you've gotta wait five to ten minutes to transform again." Ashido said.

"That's... actually a great point, Mina." Kirishima praised his girlfriend.

"Actually, it can. Ben's basically got the training wheels on right now. The Omnitrix is only giving him the basic stuff right now until he figures out how to use it better. There's a master control mode that lets you change into whatever form you want whenever you want. And, as you've seen, Vilgax knows more about the watch than Ben does. So he can figure out how to turn master control on." Maverick explained.

"Okay, the watch is already OP, that is just absolutely broken! Literally game breaking!" Kaminari cried out.

"I'm more surprised Vilgax would trust anyone else with unlimited power like that." Midnight said.

"Because he's not. He'll give these Omnitrixes to an army of adaptive bioids. Robots. Programmed to follow his orders alone and nothing else. And, unlike Ben, they'd never get tired." Anemone said.

"Oh. That'd do it." Present Mic said fearfully.

"That would give one advantage, though. Robots don't have that same level of intuition and outside the box thinking Ben does. They wouldn't be nearly as effective as him." Midoriya said, giving the group a small bit of hope.

Unfortunately, that hope was dashed... by All Might of all people. "That is a nice way of thinking, Young Midoriya. Unfortunately, that one advantage simply doesn't stack up against an entire army that is so powerful and versatile. It's like Aizawa said, if Vilgax were to succeed, he'd truly be unstoppable." The Symbol of Peace told them, everyone feeling more horrified than ever.

"Then he can't be allowed to get it. Come on, Max. Gwen... You've gotta save Ben!" Uraraka pleaded.

The shot pulled back from Vilgax's crimson, bead-like eyes. "I would be invincible... I will rule the universe! And the only thing standing between me and my destiny... is you." The villain declare. At his final words, the floor irised open and a ring of mechanical blades rose— sleek and serrated.

They didn't think it was possible, but their stomachs sank even more. "A-any chance that's alien dental equipment?" Hagakure asked.

"I really kinda doubt it!" Sato said worriedly.

"He's gonna dissect the kid like a frog." Bakugo said with dread in his voice.

"I'm too nervous to be offended..." Asui admitted.

"Hey, think she gets a pass on dissecting the frogs in science class?" Maverick whispered Anemone.

"I'd have to imagine." The snake woman said.

"Shouldn't the Omnitrix be emitting another failsafe pulse to save him?" Iida questioned.

"Prevailing theory is that clamp is preventing it." Maverick theorized.

Back at Mount Rushmore, the lift platform that had lowered the Rust Bucket earlier rose smoothly to the surface. It locked in with a thunk; the RV rolled off and back down the service road. "This weapon is keyed into Vilgax's biosignature. Hopefully, it will take him down for good this time," Max said.

"This time?" Gwen echoed, unease creeping into her voice.

"So that's how he knows Vilgax. He's had PERSONAL experience." All Might said.

"Do you think he won?" Sero asked.

"I doubt he'd be alive if he didn't." Shoji said.

"Then Max beat him once! That's so manly!" Kirishima cheered.

"And, more importantly, it tells us Vilgax CAN be beaten." Ojiro said.

"Tch. Didn't put him down, though, did he?" Bakugo scoffed, those last mental threads believing that Quirkless people are useless refusing to break.

"There's a small red button under that cabinet," Max pointed toward the glovebox. "Press it." He instructed.

Gwen did as she was told, a holographic globe sprang up over the dash, constellated with data points. "Hey!" She exclaimed.

"GPS-assisted tracking systems. It's locked on the watch's signal," Max said briskly. "You navigate."

"Whoa! Where was all this awesome stuff before?!" Ashido exclaimed in amazement.

"And here we thought the five satellite dishes was as decked out as the thing could be." Jiro said in awe.

"I mean, that's cool and all, but... Vilgax and Ben are in his ship, way up in the air right now. How are they supposed to reach him?" Uraraka wondered.

"With special space tech like that, I wouldn't be surprised if the thing starts flying." Present Mic said.

"Ooh, like the Winnebago in Spaceballs!" Kaminari explained.

"Heck yeah, sparky listener! I knew at least one of you kids had to have good taste in movies!" Present Mic cheered, high-fiving the walking phone charger.

Inside the Chimeran Hammer, Ben strained against his restraints; however, it was to no avail.

The cybernetically enhanced Chimera Sui Generis turned to a humanoid drone. "Prepare for takeoff…" He commanded. The drone snapped a salute and hurried off.

"Once we're in orbit, I will finally have the pleasure of destroying this miserable planet, once and for all." He declared.

The group's stomachs SOMEHOW sank even more at this. "N-n-no way... H-h-he's gotta b-be exaggerating, r-r-right? H-h-he doesn't have th-that kind of firepower." Mineta said, trembling in terror.

"Oh, he absolutely does. He's done it before. On planets more durable than Earth." Maverick said.

"The cannon that destroyed the transport for the Omnitrix in the first viewing was on its lowest setting." Anemone added.

They all felt their stomachs in their butts at this. "Impossible... It can't be..." Yaoyorozu said, pulling Jiro close.

"That monster... How can he be so callous?! Enslaving planets is one thing, but wiping them out entirely?! Billions of lives?! Does he not have a soul!?" All Might demanded. Not even All For One was that monstrous.

"Max... Gwen... Please. You have to hurry. Not just for Ben. But for the whole planet." Midoriya pleaded silently.

The Rust Bucket bounced down a grassy slope and leveled into a forest clearing. In the center, the Chimeran Hammer hovered effortlessly over the earth, downdraft rippling the grass in concentric rings as the ship spooled for takeoff.

"There's the spaceship!" Gwen pointed ahead.

"We have to get aboard." Max stated.

"Get aboard? How?" she asked, nerves creeping into her voice.

"Not gonna lie, I'd be a little nervous, too." Hagakure said.

"Think Vilgax might drop a ladder?" Dark Shadow asked, hoping to relieve the tension... Didn't work.

"Considering he and Max have an unpleasant history, he'll likely open fire." Tokoyami shot down the idea.

Max smirked and flipped a hidden toggle. The stereo console spun, revealing a concealed panel with two red buttons. He hit the left one. With a mechanical whirr, the front grille telescoped outward, reshaping into a compact, high-tech battering ram.

The class was amazed at this. "The whole thing's tricked out! Awesome! It's not a Rustbucket, it's a Rocket Bucket!" Kaminari exclaimed. But then looked to the side as everyone gave him a deadpan look. "What?" He asked.

"No. Just no." They all told him.

"Oh, come on!" He complained.

"Regardless, that certainly makes it far more versatile. Still no sports car, but I like." Midnight said, impressed.

"So, they're going to ram it? That's pretty gutsy." Uraraka said, watching intently.

"Hell yeah, old man! I can get behind this plan!" Bakugo said eagerly, holding one of Uraraka's hands in excitement.

The RV surged as Max wrenched the wheel toward the cliff's edge. The Rust Bucket didn't slow; it launched clean into open air, angling straight down toward the warship below.

"Aah!" Gwen screamed, white-knuckled on the armrests.

"I'd say that's too reckless, but in this moment... it's time to go balls to the walls." Aizawa said.

"Heck yeah, even Mr. Aizawa said it! Let's go, Tennysons! Save the world!" Kirishima cheered.

"That's definitely going beyond. Plus Ultra." Todoroki declared.

Vilgax reached toward the ring of instruments and selected one that looked like a bare hilt, its grip shaped almost like a pistol. From the hilt, a long, blue, serrated energy blade unfurled—curves and barbs rippling along its length. The warlord closed in on Ben, arm poised to sever as the boy strained helplessly against his restraints.

"He's gonna cut Ben's hand off!" Mineta screamed.

"They've gotta get there, NOW!" Jiro said urgently.

"Gwen, Max! Hurry!" Koda cried out.

Before Vilgax could strike, a horn blared from somewhere close, snapping every head around, drones included. A heartbeat later, an explosion punched a hole in the ship's hull. Through smoke and shredding debris, the Rust Bucket burst into the chamber.
The RV slammed straight into Vilgax, knocking the blade from his hand and crushing him through a door. The motor home braked, reversed, and rolled back; the warlord, dented but relentless, forced himself upright.

"Warning. Hull breach. Power surge." A drone announced.

Everyone cheered at this. "You're in trouble now, Vilgax!" Sato laughed.

"A hit like that probably turned him into sushi!" Asui exclaimed.

"I doubt it's that easy, but I cannot deny that was satisfying!" Iida said, incredibly pleased.

The RV's side door swung open and Max stepped out, braced and purposeful. Strapped across his chest was the heavy blue-and-gray energy cannon; twin cables snaked from the weapon to a visor mask sealed over his eyes.

"Claws off my grandson, Vilgax!" Max yelled.

Ben's eyes went wide. "Grandpa?!"

Vilgax lifted his head, those blood-red eyes narrowing. "Tennyson!" he growled.

"So that confirms it. They BOTH really do know each other." Aoyama said.

"And based on that growl, he's not a fan of Max, either." Ojiro added.

"Then time to close the book on their history book!" Sero cheered.

Without another word, Max squeezed the trigger. A wide lance of blue energy thundered out, catching Vilgax square and hurling him backward through the door behind him. The blast blossomed into a sharp, contained explosion.

"AWESOME!" All the students cheered.

"He did it! No way Hentai Face is okay after that!" Uraraka cried out excitedly, before covering her mouth as she realized she called him by her boyfriend's nickname for him, to which Bakugo burst out laughing.

"Man, I hope I'm even HALF as awesome as him when I'm his age!" Mineta exclaimed.

"You'll NEVER be even HALF as awesome as him." Maverick told him.

Max let the cannon clatter to the deck and sprinted straight for his grandson.

"Grandpa... You know this guy?" Ben asked, breath unsteady.

"It's a long story..." Max replied.

"A story we NEED!" Ashido cried out.

"I know, right!? The mystery is killing me!" Kaminari cried out.

"I do agree, but now isn't the time. They need to prioritize escape for now." Yaoyorozu told them.

The clamp on Ben's left arm suddenly crackled with building electricity, sparks dancing up the restraint to his shoulder. Max's face tightened in alarm. Ben felt it too; a strange lurch rolled through him. His body twisted and blurred before transforming into XLR8.

XLR8 strained against the surging current. "Hey...!" The Kinneceleran exclaimed.

His form then morphed into Diamondhead. "What's going…" Diamondhead groaned, the words grinding through pain. His body then grew orange fur and shifted into Wildmutt, who roared loudly.

*"What the heck's going on with the Omnitrix?!" Uraraka exclaimed

"If I had to take a guess," Yaoyorozu started with a worried look, "The energy feedback from the machines is directing into the omnitrix, essentially making it go through a power surge, which in turn must be forcing Ben to sporadically change forms against his will." She theorized.

"So what? The power surge put the watch in shuffle?!" Kaminari asked.

"A less than ideal way to put it but, yes." She confirmed.

"If Ben is being put through this unwillingly, I hope it isn't painful, each change looks uncomfortable here." Midoriya pointed out, hoping that the young hero was okay.*

"The power surge must've affected the watch!" Max realized.

Wildmutt convulsed once more, then burst outward into Four Arms. With a guttural grunt, the Tetramand wrenched against the sparking cuff and the clamp tore free. He ripped loose the remaining energy restraints in a flurry of brute force.

Four Arms heaved the ring-like device up and flung it across the chamber as if it weighed nothing.

*"Well atleast it changed him into someone who can break free, GO FOUR ARMS!" Kirishima shouted for one of the Manly Aliens he liked.

"Now lets just hope he stays as Four Arms long enough to assist Max and Gwen." Todoroki said.

"DON'T JINX IT TODOROKI/ICY HOT!" Shouted the Bakusquad, making him put his hands up in defense.*

At that moment, Gwen stepped out of the RV and glanced left. Several disk-shaped drones were already slicing through the breach Vilgax had blasted.

"Look out!" Gwen cried.

She sprinted toward Four Arms and Max as the drones opened fire; bolts sizzled past, missing her by inches.

Four Arms caught a volley on his left forearms, then drew back a fist to smash a drone, but the punch passed through harmlessly as his body flashed and shifted into Ghostfreak. He phased straight through the machine.

Ghostfreak stared down at his own intangible form and moaned, "Oh, man..."

*Todoroki could already feel the heated glare from Bakugo as he sighed.

"Hey atleast he can dodge any lasers and blades as Ghostfreak!" Mina said.

"Yeah, he's one of the better aliens to avoid injuries-" Hagakure said until the time of the ghost quickly ended.*

Suddenly, Ben began to transform again just as another drone swept past. Its chassis sputtered and sparked, twitching mid-flight—then a familiar, squeaky voice issued from inside the shell.

"A little alien knowhow and the toaster is toast..." Grey Matter quipped.

*"OH COME ON!" Dark Shadow exclaimed loudly, with Tokoyami also upset that Ghostfreak was barely on screen for more than 5 seconds.

"And best Alien is back." Tsuyu muttered with a grin as she saw Grey Matter take the drones down from the inside.

"Sheesh this is less Shuffle and more Random." Jiro stated.

"Well… technically this IS a function in the Omnitrix." Maverick stated, making most of the audience look to him in confusion.

"Huh? THIS is a function for the Omnitrix?" Uraraka asked.

"What kinda function makes you change from a Badass alien to a shitty one the next without warning?!" Bakugo exclaimed in anger.

"It's called the Randomiser function, technically it wasn't named here but it did exist within the prototype model, it was designed more so to change the user to any alien for any purpose at any time, but with it being random, it would lead to the user to think fast for whatever species they changed to" Anemone explained.

"That seems like an extremely risky function to use" Yayorouzu stated, finding such a function to be hard to be useful.

"It is, but it was included in the prototype model, either as a means of use for creative users, or to make it so anyone evil, like Vilgax, were to get their hands on it, they'd find it absolutely impossible to control properly with the randomiser function always active" Anemone explained further.*

Grey Matter hopped from the disabled drone onto a second one, nimble as a flea.

The Galvan slipped inside the drone's casing, hands flying…then the frame rippled. In a green flash, the drone's shell retextured to a glossy black lattice traced with neon lines; the unit bulged to twice its size and a jagged saw blade erupted from its circular midsection.

Elsewhere in the corridor, Gwen backed into a corner as two drones trained weapons on her—until…

"Try picking on someone your own size!" Upgrade shouted.

Upgrade revved the saw and barreled through both drones, shredding them to scrap. Shards pinged across the deck; a small, smoking chunk plopped onto Gwen's head. She stared at it, unamused.

*"HELL YEAH! SHRED THOSE BASTARDS APART!" Bakugo exclaimed.

"Starting to think Bakugo prefers when Bens more destructive with his powers." Sero whispered to Kaminari.

"He ain't the only one." Kaminari whispered back and pointed to Uraraka, who had the same intense aura she had back when the Sports Festival was announced.

"Rip and tear." She said eagerly, making the Tape and Electricity Quirk-users shudder in fear at how Uraraka's normally cheery personality would switch up real quick after she started dating Bakugo.*

Upgrade proceeded to destroy more drones with his saw blade as Max used a drill from Vilgax's assortment of blades to wreck another drone. The Galvanic Mechamorph then abandoned his drone and prepared to fight more.

"We've got to get the ship under control!" Max yelled, rushing off toward an array of monitors and computers against a wall near the hole he had sent Vilgax crashing through.

"He can fly a spaceship?" Upgrade said, shocked. Another drone tackled the Galvanic Mechamorph, distracting him from his grandfather.

"At this point, nothing surprises me..." Gwen groaned.

*"At this point, sure, he can fly a Spaceship." All Might said, slightly mentally exhausted with how much was being revealed about the elder Tennyson today.

"So wait, if he can fly a spaceship, that MUST mean he's been to space then right?!" Kaminari asked.

"Obviously Dedene! How ELSE would he know Vilgax?!" Bakugo exclaimed.

"Everytime, why do you know these Pokemon and WHY do you insult me with them?" Kaminari muttered.

No one noticed the knowing smirks of the hosts when Bakugo asked how else Max would have known the galactic tyrant.*

As Max typed away on the computer's interface, a pair of menacing, beady red eyes and a familiar silhouette could be seen through the smoke cloud.

*All Might and Izuku tensed fearfully, as did everyone else at seeing the glowing red eyes of Vilgax, but for the two former, it was because of the all too familiar feeling of All For One's presence back with a vengeance.

"Shit the gun didn't work!" Present Mic exclaimed.

"That or it wasn't strong enough to take Vilgax in his current state." Midnight suggested, worried for Max's safety.

"Then perhaps the weapon must have been built to combat against Vilgax before he tried seizing the Omnitrix." Aizawa surmised, it would seem that even when foiled, Vilgax somehow succeeded later in the game, he was unintentionally 2 steps ahead of the contingency weapon.*

Vilgax seized Max by the shirt and hurled him across the chamber. Max skidded to a stop just inches from the ragged breach the Rustbucket had punched through the hull.

"Grandpa!" Upgrade and Gwen shouted in unison.

The warlord closed in, planting a metal-plated foot on Max's chest and pinning him to the deck. Max strained against the weight, but it didn't budge. Vilgax glowered down at him. "Your weapon won't help, Tennyson," he rasped. "As you can see, I'm much stronger than in our last encounter."

Upgrade jammed his hand into the drone he'd been grappling; the machine fizzled and died. Without a heartbeat's hesitation, he sprinted and launched himself at the behemoth.

"NOOOOOO!" Upgrade roared, slamming into Vilgax and driving both of them out through the hull into the open air.

"BEN!" Max and Gwen cried.

*"BEN!" Everyone exclaimed in shock and fear for the Tennyson boy.

"IS HE CRAZY?!" Mineta exclaimed.

"Can he even survive a fall like that as Upgrade?!" Sero questioned.

"Forget that! Can he survive the fall while dealing with Vilgax?!" Yaoyorozu questioned, the entirety of the audience were extremely worried for Ben's safety after the first round Ben had with Vilgax, and that did NOT go well.*

The view snapped to open sky: Vilgax and Upgrade tumbled earthward beneath the slowly descending warship. The cybernetic Chimera Sui Generis glared up at the Galvanic Mechamorph, tentacles whipping in the wind. Upgrade flared his body outward—spreading into a slick, black-and-white canopy that caught the air and turned his fall into a glide—while Vilgax continued to plummet toward the forest below.

Cut to Mount Rushmore's stony faces. A dark shape streaked past frame, vanishing into the treeline miles away. A thunderous boom rolled back, and a fresh crater shot up splinters and dirt.

*Seeing that Upgrade was able to stretch himself out into an improv parachute, the students and teachers let out a sigh of relief, "Oh thank goodness." Yaoyorozu said, relieved Ben was able to to slow his descent.

"Man, for a second I thought he'd end up a pancake." Kaminari said as he slumped down in his seat.

"Or a smear on Mt. Rushmore." Mineta spoke up, with Kaminari giving a disturbed to the Ball/mohawked student.

"Dude, thats dark." The lightning-haired boy told him.

When they all saw the black streak pass by and create a massive crater, they all could take a guess that it was Vilgax who made such a crater. "I doubt it's that easy to bring a tyrant like him down." Aizawa stated with a glare.

"Considering he could leap across a whole city with ease, its unfortunately safe to say he isn't down yet." Midnight added, making the worry come back.

"Let's just hope if the watch changes Ben again, it's at least Stinkfly, and not someone like-" before Ashido could finish her sentence, the very change came.*

Upgrade drifted toward one of the monument's stone profiles: Theodore Roosevelt. He was about to settle on the head when his form contorted and shifted into Ripjaws. The piscine alien hit Roosevelt's nose, claws screeching on granite as he scrambled to hold on.

"Ohhh… sometimes I hate this watch…" Ripjaws groaned.

*"-...Ripjaws…" Ashido finished her sentence with a groan.

"Of ALL the guys to change into NOW, it had to be the fish guy." Sero said with a grown, the class already did not like the Randomiser Function and its choices of random picks.

"This is essentially going into a maze, Blind, while switching left and right walls to follow every 5 seconds, never works well." Aizawa stated, finding the Randomiser Function to be useless for heroics.

"Come on Fish Stick! Move your ass or you dry out!" Bakugo yelled, the only one who seemed to notice the first problem with Ripjaws, was that he wasn't in water!

"Crap, he's right! And at that altitude he'll dry out even quicker!" Izuku realised, realizing if Ben didn't move to a safer spot or perhaps find someplace lower, the wind from higher up will easily dry him up faster.*

The Chimeran Hammer knifed earthward, bow-first, smoke streaming from torn hull plates on the port side. Inside, Max was standing by a console, fingers rapping through command strings while Gwen stood close by.

Max hit a final key and stepped back. "We've got to get out of here!"

He turned toward the bay where the Rust Bucket still sat ready. A smirk tugged at his mouth; beside him, Gwen's shoulders slumped—she already knew what was coming.

*Seeing the other two Tennysons reactions, some of the students smirked, "Back into the Rocket RV it is!" Ashido said with an excited smirk.

"Eh, I still think Rocket Bucket is a better name for that mode" Kaminari said, before getting a hand on his shoulder and seeing Ashido give him a look, before shaking her head no, making him slump in his seat disappointed.*

Back on Mount Rushmore, Ripjaws had somehow clawed his way up from Roosevelt's nose to the crown of the stone head. He looked terrible—on all fours, sides heaving, scales dulling.

"Can't… breathe… need… water…" Ripjaws rasped, rolling onto his back and sagging in exhaustion.

*"Shit, he's already drying out." Jiro commented.

"Let's just hope he transforms into another alien soon." Iida commented, "He needs any advantage he can get before Vilgax comes back." He added.

"How can he get ANY advantage? He's changing into aliens randomly and so far Vilgax just seems unstoppable." Tsuyu questioned, the entire class and the teachers all trying to figure out a way to defeat Vilgax with Ben's current predicament.*

Suddenly, a familiar figure vaulted out of the distant treeline, landing behind the immobilized Ripjaws with an impact that spiderwebbed the granite beneath metal boots.

*"Shit, he's back!" Bakugo said with a glare and gritted teeth, admittedly trying to fight off any looming fear he had of All For One which had come back to basically haunt him ever since Vilgax first showed his new form.

"Come on, Ben, get up! Run!" Hagakure exclaimed as she held onto Ojiro's tail in worry and concern.

"How can he, Ripjaws is basically cooking under that sun!" Mineta pointed out.

"If the Omnitrix had any time to change, it would be now!" Midoriya said, hoping for the Omnitrix's randomiser function to start up again.*

Vilgax loomed over the dehydrated Ripjaws. "You are a slippery little fish, child... but no longer."

The warlord's hand dipped toward the Omnitrix dial, ready to disable the transformation The warlord reached his hand down to the Omnitrix dial, prepared to disable Ben's transformation. However, he became annoyed when the Piscciss Volann disappeared, leaving a dust trail in its wake.

*"YES!" The majority of the class exclaimed, happy Ben was able to move in time and change into another alien.

"With how fast he avoided, that can be only mean one thing." Iida started.*

The squid-faced warrior turned around to see that Ben had now turned into XLR8.

"I can still give you a run for your money!" The Kineceleran quipped.

*"XLR8 is DEFINITELY a good choice here, he can run and get some distance from Vilgax to think of a plan." Midnight said.

"Yeah, but you saw how Vilgax easily caught up with Stinkfly in the air, right? What's to say those leaps can't catch up with the speedy dinosaur too?" Present Mic asked, which made some worry come up again.

"Even then," Aizawa started, "I doubt Ben would just run from this fight, afterall the villain threatened his grandfather, so to him, its personal." He pointed out.*

XLR8 disappeared in another blur, leaving another dust cloud where he once stood.

"You can't hide from me forever, boy!" Vilgax roared after the echo.

Another dust plume knifed in from behind the warlord, running across the other heads on the mountain.

"Wasn't planning on it! Peekaboo!" XLR8 retorted.

He slammed into Vilgax at full speed. The collision detonated a shockwave and punched a wide impact crater around them. A roiling dust cloud billowed up, swallowing both the Kineceleran and the warlord from view.

*"HOLY CRAP!" Most of the students exclaimed in surprise.

"That was one hell of a wind up attack." Sero said as Kaminari nodded with an impressed look on his face.

"An attack like that, at that speed, that could be incredibly powerful, could even give dangerous injuries to the target if they didn't have a way to defend themselves," Midoriya muttered, "He must've ran all the way around Mt Rushmore to get a running start and even with that he'd have to keep a constant motion to not lose friction and even then he'd have to have an incredible reaction time and accuracy to target Vilgax like that to be direct on impact-" It was then Tsuyu gently poked Izuku's face to make him cease his muttering, "S-Sorry." He apologized.

"But the question is, did XLR8's attack do anything?" Iida questioned, as the class waited for the dust to settle.*

When the dust cleared, it was revealed that Vilgax was unfazed by XLR8's hit. In fact, he had only slid back a few feet while the Kineceleran was staggering and quickly feel to his knees.

*"He… he barely moved." Sato said with a shocked look.

"His armor isn't even dented, it doesn't even look like he moved an inch." Yaoyorozu muttered in shock and fear.

"How dense is that armor…" Todoroki questioned, irritated that Vilgax just seemed entirely unstoppable.*

"Ohhh..." XLR8 groaned, wincing. "I'm gonna feel that tomorrow..."

"For you," Vilgax stalked forward, voice like iron, "there is no tomorrow!"

The dark rods jutting from Vilgax's forearms flashed pink, then sank into his arms; muscle bands surged, swelling monstrously. He lifted both arms high and hammered them down. XLR8 barely darted clear as the impact detonated across the stone—shockwaves spider webbed through Roosevelt's face, fissures racing, until the granite head sheared away and avalanched down the mountainside.

*Upon seeing the rods sink deep into Vilgax's arms and seeing them double in size, the class felt disturbed and scared for Ben, but All Might reacted physically as his eyes widened, the familiarity was rising again as his mind flashed the memory of his fight with All For One at Kamino Ward.*

Flashback...

All For one remained high in the air, while the rest of him seemed unchanged, the one major change was his right arm, which had become a grotesque amalgamation of, what All Might could guess to be, all the quirks All For One had stolen all these years while in hiding, maybe even before he went into hiding.

"I will punch you with the ultimate combination of Quirks that I have right now!" All For One declared to the weakened All Might, clenching his large, amalgamated arm into a fist.

End of Flashback...

*All Might glared at Vilgax with the same burning hatred he had for All For One, 'This tyrant, he exudes the same power and aura as All For One… Young Ben, for the sake of your family and the Earth, Defeat him'.

"H-He just destroyed a national monument with ease." Yaoyorozu stuttered as the class were too shocked to say anything else after seeing Vilgax practically destroy a treasured piece of history.*

Vilgax lunged, hammering the air with heavy, piston-like punches; XLR8 blurred around each strike, skidding in tight arcs and slipping past every swing.

"You can't escape me!" Vilgax rasped, frustration bleeding through his growl.

XLR8 sprang, drew back his clawed right hand, and slashed for Vilgax's head—only for the warlord to sidestep with unnerving speed, clamp the speedster's forearm, whirl him like a sling, and hurl him into a broken slab of Roosevelt's stone brow. The impact boomed; dust geysered.

From the drifting dust, a volley of diamond shards shot out, and Diamondhead burst through after them, forearms leveled as he fired another crystalline salvo.

"Special delivery!" he quipped.

*"Hell yeah! Diamondhead's back in action!" Kirishima said with his shark tooth smile as he saw his favourite alien charge at Vilgax.*

Vilgax drove a fist toward him; the Petrosapien ducked, morphed his arms into tapered diamond blades, and hammered three quick strikes into Vilgax's leg. Diamondhead glanced down and his blades were reduced to blunt stumps.

"Oh man," Diamondhead grumbled. "Guess I should've seen that coming." He said worriedly.

*However Kirishima soon lost his smile as he saw Diamondhead barely make a scratch to Vilgax's body and armor, already imagining if he faced Vilgax, he wouldn't stand a chance.*

Diamondhead quickly reformed his hands, but Vilgax quickly grabbed him by the face and slammed his opponent into the ground with a ton of force. When the warlord lifted his palm, the Petrosapien lay dazed, eyes half-lidded, crystalline features webbed with cracks.

Vilgax drew back his massive right fist, ready to deliver the final blow.

On cue, Diamondhead's body began to twist and reform itself. Vilgax let loose his punch, but was met with nothing but rock as Ben had just turned into Ghostfreak, and had instinctively went intangible, albeit still covering his eye.

Ghostfreak peeked through his hand, and then uncovered his eye. "Yes! Sometimes I love this watch..." The Ectonurite cheered, teasingly waving at Vilgax and phased into the ground below them.

*Everyone held their breathe in fear for when it seemed like Vilgax would lay the finishing blow, but soon let out a sigh of relief once Diamondhead changed to Ghostfreak. "Holy cow that was close" Mineta said as he wiped away some nervous sweat from his head.

"PARANORMAL CLUTCH, LET'S GO!" Dark Shadow exclaimed happily.

"Dark Shadow quiet down!" Tokoyami said as he tried to calm his quirk down.*

Vilgax decreased his muscle mass as the black rods in his arms popped back out again. He then glanced up to see his warship dropping toward him. The Chimeran Hammer swept over Mount Rushmore, dwarfing the monument and shocking the sense of scale, then drifted toward the hilly forest beyond. The bow hit first, scything through treetops and gouging a trench as alien metal met Earth.

*"Holy crap, I didn't realise how big his ship really was, but compared to Mr Rushmore, it's huge." Ashido said in shock as the class watched the ship crash down to the earth.

"Its a miracle no people are around here to see this, it would be way to many people to make sure to steer clear from such an event." Midnight pointed out.

"Huh, why is there nobody around here to see this? Wouldn't there be like, a ton of tourists here or something?" Jiro questioned.

"Eh, we got no freaking clue about that," Maverick stated with a shrug, "Even with Mt Rushmore being a national monument and it being Summer, it was surprisingly vacant at that time, not a single tourist in sight." He admitted.

"Guess it was a miracle then, no civilians to rush to safety or for Villains to take hostage of" All Might said, thankful that by some miracle that such a historic place was devoid of people during this even. [5]*

The scene cut inside the Chimeran Hammer as the Rust Bucket barreled down a long corridor, engine roaring. Max gripped the wheel; Gwen sat strapped in at his side.

"Better hang on to something. This may get a little bumpy." Max warned his granddaughter.

"Aah!" Gwen freaked out and bent forward and covered her head with both arms.

The Rust Bucket punched through bulkheads in a straight line, shredding panels and showering sparks, while startled drones in cross-corridors jolted and scattered.

Cut to an exterior wide: the warship skidded across the forest, carving a brutal swath. The camera tracked to the stern just as the Rust Bucket blew a fresh hole through the hull and launched out, dropping into the churned earth and debris trailing the ship's crash path.

"Aah!" Gwen screamed loudly.

*Everyone watched with nervous breath as Max drove the Rust bucket through the Chimera's interiors, destroying walls and corridors to escape the falling ship. "If the RV was outfitted to break through such dangerous environments then why is there no proper safety measures for INSIDE the vehicle? The two of them could easily get injured by being tossed around in nothing but seatbelts keeping them strapped to their seats." Aizawa complained.

"Wait, I just realised, if Max had the RV modified to be some rolling fortress of a vehicle, wouldn't it have been useful against some of the other villains before?" Kaminari questioned, which gained some shocked looks from other students, "What?" He asked.

"Holy crap, you actually made a good point, Jamming Whey." Jiro said.

"Oh, come on!" Kaminari complained.

"Kaminari does make a point though, Max could have used the Rust Buckets modifications to help in situations needed, like chasing Animo, or finding Ben in New York." Yaoyorozu stated.

"But then his cover as some space hero guy would have been blown" Ashido countered.

"Ok, enough with the questions for now. Questions will be answered after the viewing, let's just keep watching." Maverick stated, making the audience realise they still had plenty to watch as they ceased questions for now.*

Ghostfreak phased through solid granite, slipping out of the mountain's flank like smoke from stone. He cast a wary glance back at the rock face. "Don't switch on me now." He begged, meaning the Omnitrix.

Ghostfreak turned forward to see Vilgax's ship miles away across the forest, smoke pluming from it. "Oh no!" Ghostfreak rasped, fear sharp for his grandfather and cousin. He arrowed toward the spaceship.

*Everyone gasped in fear at the sight of the RV and the ship crashing down into the earth, worried for the Tennysons as the RV. "Please be ok, please be ok." Ashido begged for a miracle with crossed fingers.

"I am REALLY hoping the windows on that RV are at least reinforced and don't break easy." Kirishima hoped.

"I mean, why wouldn't they be? If Max modified the RV to have the battering ram and such, then he had to have make the windows bullet proof and such right?" Jiro asked, before hatching a glance at the hosts giving nervous glances. "...Right?" She asked again in concern.*

The scene cut to the Rust Bucket, nosed into the raw trench carved by the Chimeran Hammer's crash. Inside, Max groaned, slumped against the wheel—knuckles still white on the grip. He lifted his head, eyes blinking back the daze. "You alright, Gwen?" He asked worriedly, turning to his granddaughter.

Gwen winced, half-lidded. "…At times like this… Going back to school doesn't seem so bad." She groaned.

*The audience breathed a sigh of relief when they saw Max and Gwen alive and uninjured, for the most part. Plenty of the Rust Bucket itself was majorly damaged, to the windows smashed, the large dents outside the RV, the inside completely thrashed of kitchen and food items, to the wheels shredded and bent out of shape.

When Gwen mentioned going back to school instead of the current situation, Kaminari spoke up, "As speaking as students who come back from villain attacks DURING our school activities, its 50/50." He admitted, as plenty of the class agreed, with the teachers silently giving some worried looks to the students.

"I know they are training to be heroes, but they shouldn't take being attacked by villains and having school to be hand in hand situations." Midnight said, worried for the students and their mindsets.

"It's because of the villain attacks that they took their school work more seriously. Yes, it's not a desired situation, but learning that dealing with villains is an intense moment helps them improve." Aizawa offered his own brand of thinking.

"But dealing with villains in their first year of U.A shouldn't be something anyone should expect," Present Mic said with a concerned look, "If anything, they have the be the unluckiest students in the hero course, they had been targeted by Villains either cause of affiliation with a hero or straight up kidnapping one of them for ulterior motives" He brought up said examples from the USJ when the League of Villains tried getting All Might's attention, to when the Training Camp was attacked and Bakugo was kidnapped.

However before they could continue, the footage kept going.*

A sudden crash sounded behind them, like glass shattering. Both turned, peering over their seats. "Ben?" They shouted in unison.

In doing so, they missed the massive silhouette emerging through the smoke at the windshield. Vilgax stepped into view, beady red eyes narrowing on the RV's occupants.

*"NOPE, NOPE, NOPE, NOPE! SO MUCH NOPE!" Mineta yelled as his instincts were to just hide away from the giant scary villain as he kept trying to back up, his panicked mind too scared to realise he was just pushing against his seat.

"Get out of there!" Uraraka exclaimed in fear, not wanting to the tennysons to deal with Vilgax after just escaping the crashed ship.

"What is it gonna take to beat this guy?!" Sero shouted, which was what everyone thought, so far Ben's alien roster could do nothing to Vilgax.

"Come on, brat, get to them!" Bakugo grunted through his teeth, wanting Ben to get to his family in time to deal with the tentacle faced tyrant.*

Outside, Ghostfreak drifted over the gouged trench, scanning frantically through dust and smoke. The Rust Bucket came into view: battered, two starburst holes punched through the front windshield.

"Grandpa? Gwen?" the Ectonurite called, voice echoing hollowly.

He seeped through the RV's frame, phasing past seats and shattered glass—empty. Sliding out the rear, he lifted his gaze—and froze.

"No…" he breathed.

Vilgax stood ahead in the wreckage, one massive hand clutching Max, the other Gwen—both limp, unconscious.

*The entire class gasped in fear at Vilgax holding the unconscious Tennysons. "Please tell us they're-" before Yaoyorozu could finish her sentence, Anemone spoke.

"They are alive, Vilgax merely knocked them out to make a wager to Ben" She explained, to which some of the Class and the teachers couldn't help but grow angry at the alien tyrant.

"Using ones family as a leverage to your task, a villainous and cowardly tactic!" Iida said with a deep scowl.

"An effective one, such villains would do anything to gain the upperhand." All Might said. He desperately wanted to be there to give Vilgax what for, if he had his power and were at his prime, he would have dealt with Vilgax himself to save Ben the trouble. But unfortunately, there was nothing he could do.*

Ghostfreak suddenly transformed into Wildmutt and landed on all fours. He bared fangs and unleashed a thunderous roar at Vilgax, the message clear: release his family.

The alien warlord did not flinch. "It's your choice. You…or them…" he stated.

After a tense snarl, Wildmutt dipped his head and stilled, surrendering to protect his grandpa and cousin.

Vilgax let Max and Gwen's bodies drop and strode to the Vulpimancer. He tapped the Omnitrix dial on Wildmutt's shoulder; a red flash swallowed the form and left Ben kneeling, head bowed and eyes shut in defeat.

"How noble…" Vilgax mocked.

*The entire class was silent as they watched Ben, a ten year old boy, someone who had made such childish decisions, saved plenty of lives, do so much already at the beginning of his Summer, make the ultimate choice to protect his family.

As such, when Vilgax made a mockery of his choice, the most vocal about this choice, were a select few. "You monster…" Uraraka said, her hands clenched and knuckles turning white.

"You don't know the meaning of the word noble…" Iida said with a hateful glare, one he had used on Stain long ago.

"Ben is more manly than any other Hero we know and you mock him for it?!" Kirishima yelled as he slammed his hardened fists together, making sparks from the impact.

"You bastard…" Bakugo and surprisingly, Midoriya said through clenched teeth and intense glare, Bakugo's palms letting off small explosions and Midoriya was covered in green bio lightning from One For All briefly activating in response to his anger to the alien villain.*

All eyes snapped back to Vilgax as he hoisted young Ben by the shirt and strode toward his ship. On the ground, Max and Gwen were stirring; Max focused blearily on the warlord's path.

"Vilgax, no!" Max shouted. "Don't go back in there!" He warned him.

*The teacher and students wanted to do something, anything to stop this. But once Max spoke up, The teachers gave confusion looks to the older man. "Wait…why did that sound less like a plea and more like…" Present Mic started.

"A warning?" Midnight finished with a confused look.

However, the one to piece it together was Aizawa, who remembered Max had messed with something on the controls and wondered why Max had decided to get off the ship quickly before.*

Vilgax ignored the older Tennyson and sprang through the jagged breach in his ship's hull. The Chimeran Hammer rumbled and began to lift, engines whining. As it clawed for altitude, Vilgax stepped forward. "Foolish Earthling. Why would I—" He scoffed, before stopping to gaze cutting to a pulsing crimson indicator as sirens wailed. "The auto-destruct launch sequence has been initiated!" He realized.

*"He rigged Vilgax's ship to blow." Aizawa stated, making the audience gasp in worry for Ben.

"If Ben doesn't get out of there now, he'll be blown up with Vilgax!" Ashido exclaimed fearfully.

"But how?! They have to be MILES high in the air!" Ojiro questioned, everyone trying to figure out how Ben will escape.

"...Wait a minute…" Midoriya spoke up, realising something, "Vilgax returned Ben back to human when he touched the Omnitrix, which must mean he shut off the Randomiser function, which means…"

"...The brats got full control of the watch again." Bakugo said in following realization, to which everyone soon realised Ben had a chance after all.

"That means Vilgax not only is left with a self destructing ship, but he also gave Ben the key to victory!" Asui stated with her neutral tone, but was very much ecstatic for Ben.*

Vilgax dropped Young Ben and lunged to a nearby console, slamming massive fingers across the interface. Blue sparks leapt from the terminal; the panel crackled and died in a wash of static.

"TENNYSON!" Vilgax bellowed. "You are the thorn in my side—"

A beam of blue energy slammed into him mid-rant, hurling the squid-faced warlord back into the console and crushing it. He crumpled to the deck. The camera spun toward the shot's origin. Ben stood there braced behind his grandpa's big cannon, a smirk tugging at his mouth.

"Guess it runs in the family." Ben remarked.

*"HAH! Hentai-face got blindsided!" Bakugo cackled at Vilgax being blasted from behind.

"Way to go, Ben!" Ashido and Hagakure cheered.

"Suck it, Vilgax!" Kaminari, Kirishima and Sero exclaimed as the three of them gave a thumbs down to the villain.

"Now he needs to get outta there." Iida stated as they all watched on.*

Ben dropped the cannon and sprinted for the ragged hull breach. Behind him, Vilgax heaved at a piston-like armature pinning his torso, straining to rise. "Commencing self-destruct launch…" The computer intoned, cold and steady.

"NOOOOOOOO!" Vilgax roared.

*"Bye bye, squid face!" Mineta said cockily with a mocking wave.

"But how is Ben gonna get off the ship when he's super high up?" Sero wondered.

"Maybe one of his flying aliens?" Sato suggested.

"Like Ghostfreak?" Tokoyami asked as Dark Shadow spoke up.

"GIVE US MORE OF OUR SPOOKY BOI!" The Quirk exclaimed as Tokoyami tried to reel him in.

"Ugh. Can't believe I'm saying this, but Stinkfly would be a good choice too" Present Mic said as while not entirely on board with Stinkfly, he was a good choice for a fly to escape.*

Ben quickly activated the Omnitrix, found the icon he wanted, and slammed down the core. Emerald light flared and Heatblast appeared, jetting a plume of fire as he blasted out through the hole into open air.

Heatblast carved a blazing arc through the sky, surfing his own flames as Vilgax's warship flowered into a distant self-destruct above him.

*"...Or Heatblast works, too/" Jiro said as the class looked in awe as Heatblast practically surfed away from the ship before it soon exploded.

As they watched, Uraraka briefly glanced to Bakugo, who looked at the explosion of the ship with the same kinda look he gives her, to which she pouted and punched his shoulder. Not to hard, though, but he took notice and quickly tried avoid looking directly at the explosion. "If you go on about the curve and calling an explosion a her again…" She warned him. [6]*

Like a meteorite, he dropped into the forest gorge the crash had gouged earlier, vanishing in a burst of smoke and cinders.

Max and Gwen sprinted to the rim. As the haze thinned, Ben sat perched on a narrow column of packed earth jutting from the crater's center; he glanced back over his shoulder with a confident smirk.

Gwen crossed her arms, smiling. "Not bad for a doofus." She praised.

Ben shifted and turned to Max. "Grandpa, we need to talk." He told his elder. Max smiled, then tipped his gaze skyward. Ben and Gwen followed it to see burning fragments streaked down like a curtain of shooting stars.

*"Oh trust us, he DEFINITELY has some explaining to do." Aizawa said as the teachers agreed, wanting more information on the elder Tennyson's past and the history he had with Vilgax.*

The hosts gave them a few moments after the ending to calm down, before finally addressing them. "So, what did you think?" Maverick asked.

"That was AMAZING! Ben did an amazing job in the beginning, stopping those robbers and dealing with Vilgax's drones!" Midoriya exclaimed.

"But man... Vilgax was absolutely terrifying. How big he was, his voice, and how he was shrugging off EVERYTHING any of Ben's aliens could do. And all the falls he took from those super high places didn't even faze him, he seemed totally unstoppable." Asui added.

"Still, Ben did at least a decent job staying away from him at first. That tar trick was really cool. And I can't believe Stinkfly could actually carry him in the air like that." Jiro admitted.

"I was SO scared when Vilgax actually got him, though! I almost had a heart attack when he was about to cut off Ben's hand!" Hagakure cried out.

"Yeah. But then Max came in for a super manly rescue! The Rustbucket being tricked out with high tech scanners and battering rams was awesome! And that alien cannon he had was super cool!" Kirishima cheered.

"Just too bad it didn't do anything." Yaoyorozu said.

"But he got the last laugh in the end when he blew up Hentai Face's ship!" Bakugo laughed.

"Even better, since he was IN it when it blew up!" Uraraka cheered, giving Bakugo a quick kiss on the lips.

"That randomizer switch was a pain in the ass, though. It almost got Ben turned to fish sticks as Ripjaws... And it didn't give us enough of our ghost boy!" Dark Shadow lamented.

"That being said, it demonstrated Ben's versatility and quick wit, being able to adapt to the new alien on the fly and use them to the best of their ability, like disabling one drone as Grey Matter, before becoming Upgrade and using it to destroy the others." Tokoyami added.

"Just wait until they see Master Control." Maverick whispered to Anemone, who giggled and nodded.

"And Young Ben did the truly noble and heroic thing when Vilgax held his family hostage. He surely knew it would be his doom if he was captured by Vilgax, but he was willing to trade his own life for theirs. I've said it before, but I'll say it again: self-sacrifice is the epitome of being a hero." All Might declared.

"Heck yeah! And Ben managing to blast Vilgax with that cannon again at the end was the real show stopper! All time chart topper, right there!" Present Mic agreed.

"I'd definitely say Ben is the kind of hero we should all try to be." Todoroki agreed.

"We'd SO get all the ladies if we could ever go beyond like he did!" Mineta cheered.

Ashido growled at this and punched him upside the head. "Still, he's right. Ben TOTALLY went beyond there! And if we can go Plus Ultra like that, we could probably be the top twenty heroes in our world!" She exclaimed.

"Plus Ultra!" All the students cheered along with her.

Anemone then slithered up to Aizawa's side. "Well, Aizawa? All your students AND your fellow heroes/teachers have given Ben their seals of approval. Don't you have something you'd like to say as well." She asked, leaning in.

The narcoleptic teacher sighed at this. But ultimately, after what he just witnessed, he knew he couldn't deny it any longer. "Ben Tennyson... is a true hero." He admitted.

"Whoo! Hell yeah, baby! We got the confession! Party time!" Maverick cheered, creating bottles of beer, liquor, soda, and all other manner of drinks, taking a few for himself and Anemone, then creating a portal beside him and tossing them through for the readers. [7]

"So, not that all of this hasn't been fun, but can we have a few minutes to stand up and walk around. My butt's gone totally numb." Jiro said, Yaoyorozu blushing at her girlfriend's statement.

"Yeah, after all that insanity, I totally need a bathroom break!" Mineta said, holding his crotch.

"Actually, we were just about to give you guys a break. If Ben's adventures were a TV show, you could call that the end of season 1. So, this is honestly the perfect time for you all to have a short respite. Get up, stretch your legs, go to the bathroom, get some snacks and maybe discuss all you've seen so far while we set everything up to continue the viewing." Anemone told them as she and Maverick moved to the back of the stage, out of sight.

"Alright! You heard the snake lady, it's chow time!" Kaminari said.

"I mean, we could get whatever we wanted from the special seats, but it wouldn't hurt to check out what else they've got. Maybe food we wouldn't even think of!" Sato said eagerly.

"And meanwhile, I think we could come up with something to review exactly what the students have learned." Aizawa said, looking forward to testing how much his students took away from what they've witnessed so far.

A/N: Oh, my god! It's FINALLY done! I am SO sorry that took so long, but thank you to everyone that waited PATIENTLY for this and didn't constantly ask about it or insult me for taking so long, and all of my dear friends that encouraged me and supported me as times became hectic and difficult to manage. And a special thanks again to my best buddy, XLR8 The Fox, for helping me with the chapter, his contributions will again be highlighted with asterisks.

Next chapter will be an intermission before we finally continue on to season 2! Sorry we won't be continuing immediately, but hopefully you'll like what I come up with. Then it's right back to the good stuff!

And, again, if you're interested in making a RWBY Watches Ben 10 story, let me know if you want the transcripts to make your job a little easier. That's all I've got to say for now. So, hopefully you guys will look forward to whatever comes next. Until then, have a great rest of your day!

[1] Thanks to Trickster1 on AO3 for that intro card!

[2] Dispatch reference!

[3] I thought I was overusing "calamari", so I looked up some other squid dishes. Surprisingly versatile.

[4] Why, yes, I did have to google that.

*[5] Why WAS it so empty? I get it for the simplicity of not wanting to draw people during a season finale battle but really, WHY was NOBODY around?!*

*[6] Matt The Curtin Reference!*

[7] We did it, guys! It finally happened! Cheers!