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At the pier, the team finds Chromastone punching a ride. "Not quite the smooth talker he used to be." Ben comments, watching his alien scream in frustration. "Without your guiding intelligence--" "Thank you." Ben cuts Gwen off. "Such as it is. Chromastone's nothing but instinct." Gwen explains. "What now?" Kevin asks. "We get close enough to have Ben, capture him." Aria replies. "Um, here Chromastone!" Ben whistles. "Good Chromastone!" He calls, and his friends stare at him. "Oh, yeah. There's you guiding intelligence in action." Kevin insults and runs to Chromastone. "I swear, all he thinks about is fighting." Aria sighs. "Hey, Rocky! Over here!" Kevin shouts, gaining Chromastone's attention. Chromastone charges up and shoots energy beams at Kevin, which he dodges, but one hits him, and he's thrown into another ride. Gwen covers her mouth, and Ben and Aria stare at him. 

"Have it your own way. I was looking for a good fight, and this is all the excuse I--" Kevin stops when his hand forms a stone mace with diamond spikes. "Oh ho ho. You are in so much trouble. Kevin runs at Chromastone and hits him with the mace once before Chromastone punches him. Kevin dodges the last punch and hits Chromastone again with the mace, sending him skidding back. The alien regains his footing and shoots an energy beam at Kevin, knocking him through a stand. Chromastone shoots another energy beam at Kevin, but Gwen blocks it with a shield, which eventually breaks. Aria whistles to gain his attention and throws a fireball at him. Chromastone blocks it and shoots an energy beam at her, which she blocks with a force field, and the energy beam bounces off and hits Chromastone. 

"This is a job for Humungousaur!" Ben announces and smacks his watch to transform. Chromastone gains his footing, and Aria separates the shield into two and throws one at Chromastone, which he dodges, and she throws the other one when he isn't looking. "Strike!" She cheers. Aria looks back, expecting to see Humungousaur, but instead, she sees Upchuck. Upchuck runs at Chromastone, who regained himself. Once the Crystalsapien sees the tiny alien running to him, he shoots an energy beam at him, which Upchuck swallows and shoots back at Chromastone, who absorbs it and shoots another energy beam at Upchuck, who swallows it and shoots it back at him. They go back and forth like this for a while with Aria, Gwen, and Kevin looking between the two of them. 

"Maybe I can break the tie." Gwen suggests and shoots mana blasts at Chromastone who absorbs it and shoots a more powerful energy beam at Upchuck who ducks to avoid it. "Hey, that not helping." He tells her. "Maybe don't give the alien who absorbs mana and energy a boost. Maybe hit him with something else." Aria suggests, looking at Kevin. While Chromastone was charging his energy, Kevin sneaks behind him and knocks him out. "Does that help?" Kevin asks. "Yeah, it does." Upchuck replies and sucks Chromastone back into the watch.

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They were now back in the car driving down a wooded road. "We've been at this for hours. We should stop and rest." Kevin suggests. "No time. If you're sleepy, I can drive." Ben suggests. "Seriously, no." Kevin declines. "Ben, you're gonna need your full powers to take on Vilgax." Gwen tells him, opening a laptop, placing the badge near it, and typing something. "What are you doing?" Aria asks. "I hooked the laptop up to my badge and now I've got extranet access. Vilgax has beaten the greatest heroes of 10 worlds." Gwen shares, looking at Ben with a worried look. "I'm not worried. I beat him when I was just a kid." Ben replies, smugly leaning back into his seat with his arms behind his head. "Well, you should be worried. 'Cause he has those heroes' powers." Aria tells him, looking at the laptop. "Not to mention that your Omnitrix is busted." Kevin says. "You broke it!" Ben accuses. 

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