With ben as humungousaur slamming his tail down near the bug brothers, it knocked them back far enough to be hit into Kevin who, as bashmouth, is able to grab them for questioning.
Ben: did van Kleiss sends you again:
Maurice: no, he only told us where you lived and that he'd pay us that one time.
Kevin: what do you guys even do with the money?
Maurice: what, did you think that all of the materials for each of my evil plans just dropped from the sky?
Ben: with you two, kind of.
However their attention is caught by a giant red portal opening up behind them and they let the bug brothers get away as there attention is held by the portal. From it jumps out OV ben, OS ben, Gwen 10 and who looked to be rex.
Ben: ben, what are you doing here? Is there some kind of omniversal event happening?
Rex: one of my enemies has managed to break out from a hold that ben and I locked in the null void a while back.
ben: sounds like we need the rest of the team.
Kevin: you think?
They all meat up in the RV park where max has been staying and the usual group of six look on, with Circe and Noah looking with wonder and awe.
Noah: and you're each from different universes?
OS ben: yeah, and I'm the protector of my earth.
Gwen 10: you wish dweeb. You only got that thing through luck, I got it through skill.
OV ben: this is why I didn't want to bring you two along on this mission. You two bicker way too much.
Ben: so why are those two with you? And where are the other versions of us?
OV ben: after I took ben 23 under my wing at the start of the time war, paradox thought it'd be a good idea for theses two to spend some time together while the watchless versions got to spend some time together. I thought that after seeing you and your Gwen get along so well, I thought that I'd try and get theses two to get along.
Gwen 10: please, I'm better than this ben. I mean he lost the DNA in his omnitrix before getting lost in the null void. Meanwhile I kicked vilgax's butt on my third day with this thing. You are taking me to fight all of those evil yous on my second week with this thing.
Rex: so, you're an alternate universe version of me? How much better do I get with my builds; do I get new builds? What are your universes like? Tell me.
Rex prime: well after the nanite event six years ago, providence tried to do everything to stop Evos before six found me and brought me in. under their supervision I trained and became an Evo curing machine. And it's good to see Circe not with the pack for her beginnings.
Circe: I'm with the pack in your universe?
Rex prime: you where for a while, I tried reaching out to you, but you thought that van Kleiss was the only one who could help you become who you wanted to be. However, you eventually caught on to the fact that he was just using you like he was the rest of his Evo army and from there I didn't see you much until I cured all the Evos.
Noah: you cured the Evos how?
OV ben: look, I'm glad your asking questions but we've got a crazed nanite thing to track down.
Rex prime: right. So where do you think he is?
Ben: if what your said about him needing some kind of robotic body to stay alive is right then we should check in on phil.
OV ben: I meant to ask last time but Phil is still around here?
Max walking out of the rustbucket: yes, and I suggest unless you want to fly there on your own you get inside the rustbucket.
They all enter and after not to long the omni-chopper comes down and swipes them up and they get into the air with max, Gwen and Noah strapped in while the others are down in the main living area.
Bobo: so, what am I like in your universe teen rex?
Rex prime: you're laid back, fun loving, and you built a robot to replace you when you wanted a day off.
Bobo: yep, that sounds like me.
Rex: since when are you smart enough to build a robot duplicate of yourself?
Bobo: why don't you ask the talking car over there.
Gwen 10: talking car. You have those here?
Gwen presses a button and glitches raises from a pedestal and greets everybody.
Gwen 10: that car looks weirdly familiar. It kind of looks like upgrade.
Ben: that's because glitch is a fusion of my DNA along with upgrades when I used upgrade to upgrade the omnitrix.
OS ben: that's a lot of upgrading.
Ben: you know it other me. Gotta admits though, that shirt went out of style once I hit 9 years old.
OS ben: what do you mean it's a classic.
Gwen 10: you're only saying that because you only own like 4 of the same shirts.
OS ben: no, I'm not.
Gwen 10: yes, you are you dufas.
Gwen: and I though two could get bad.
OV ben turns into fourarms, and he lifts OS ben and Gwen 10 into the air.
OV ben: will you two cut it out? We're in the air and while a lot of us can fly, not all of us can.
Rex prime: yeah, so let's cut it out.
Rex: you never answered my questions about my builds. Do I get new ones?
Rex primes quickly shifts between all of his omega nanite builds and a few new once that he's built.
Circe: if you cured all Evos. Then what about Bobo? Or other animal Evos?
Rex prime: I did say I cured most Evos. Not all. Bobo and I where fine and a few other Evos but the Evo programing was shut down in all of the nanites. They still exist but they don't have there programing anymore.
Circe: and how did you say you did that?
Rex prime: the meta nanites.
Rex: meta nanites?
Rex prime: it's a whole season's worth of explanation but to sum it up, when the 5 meta nanites combine the person who uses them becomes omnipotent. Although they were rewritten so that I'm the only one who can use them.
OS ben: sounds like that would've been useful during the whole alien x incident.
Rex prime: alien x?
OV ben: basically, an evil version of me broke his omnitrix and accidentally transformed into a being who can do anything as long as it could convincing his three personalities to do so. Want to rewind time, go right ahead. Want to change how azimuth looks, go right ahead. And I'm convinced they've changed Kevin's history on more then one occasion.
Kevin: my history? I'm the cool bad boy. What more can there be?
He asked flexing his antitrix as OS ben and Gwen 10 inspected his antitrix.
Kevin: yeah, I built this in my garage, nothing to special.
OV ben: well in my universe you where an alien from a planet called Osmos V and you where an Osmosian. You where half alien and that's how you could absorb energy and matter to wear as an armor. However, when the rooters showed back up it was accidentally reviled that Osmosian wasn't an alien, but rather a name for who is basically a mutant. That made us reconsider a lot about your past but by that point you had decided to just ignore all that and focus on your girlfriend and your car.
Kevin: I get a car?
OV ben: yeah, eventually you and Gwen move away when she goes to collage but what are you going to do?
Gwen: I get to collage?
OV ben: early and you're a master of magic since you're a quarter anodite.
Gwen: alien x called me that. What does that mean?
OV ben: anodite are pure energy beings who can use all of the mana in the universe to preform magic. Although I can't turn into anodite since they don't have DNA, which doesn't feel right but it is what it is, I guess.
Gwen: I'm a quarter alien?
OV ben: it's more common than you think.
Kevin: and I'm a mutant who doesn't get the antitrix, but I get to wear anything as armor? I sound cool, where am I and why aren't I here?
OV ben: it's a long story but essentially, you and Gwen have gone back to her collage after our summer road trip around the universe, meanwhile my rooks on vacation and we need to find alpha.
Rex prime: alpha was made my Caesar as a way to hopefully control the nanites. If failed hard, but he was able to lock him away in the null void. Not knowing that the null void can be used as a gateway between universes.
Rex: who's Caesar?
Rex prime getting on his knees to his 10-year-old alternate self: your brother.
Rex: I have a brother.
OV ben: probably. The universes can differ in many ways.
Max: we're here.
They land and leave to find Phil's garage on lockdown.
Ben: now how are we supposed to get in?
Kevin: I'm sure bootleg can handle this.
He transforms into bootleg and merges with the garage door, it is opening and from it the forever knight head escaping.
Kevin: forever knight is back?
Forever knight: you will pay for ditching me in the past Kevin levin. You are nothing without me.
Phil walks out and places a jar back over forever knight's robotic helmet and closing the jar.
Phil: sorry about that, I knocked the jar off of the table, now who are these people?
He asked looking over at the alternate four.
Ben: remember when we max told you about alien x and how alternate universe versions of us helped to take alien x down.
Phil: so, theses are some of the alternate omnitrix holders? Impressive. And each of your omnitrixes look so different. Although this one looks like out ben's did when you first came to me.
He looks over and notices that OV ben is on edge, as are the other two as they have their faceplates activate while rex looks confused.
OV ben: sorry if we look a little like we're guarding but in all of our universes you where kind of a jerk. Although In mine you became some kind of energy draining creature.
Phil: that doesn't sound like me.
Max: I know but remember that alternate universes are different.
Rex prime: have you seen a giant floating orange and red mist flying around?
Phil: can't say that I have. Why is it the big interuniverse bad this time?
Rex prime: it can drain Evos dry. Don't suppose you have a bug jar in this universe? Do you?
Noah: bug jar? What does that even mean?
Rex prime: where is providence then? He'll be heading there.
Rex: it's not to far out of the city. We should be able to get there if we get going now.
Rex prime: I need to know that the place is secure.
Ben: I'll just go astronaut jetray and get over there in an instant.
OV ben: astronaut jetray? Why does jetray need a space suit? He can already breath in space and is pretty fast?
Ben: jetray can breathe in space?
OV ben: yeah, there was a glitch when I had the ultimatrix that let me enter warp speed. Of course, I haven't really used him much since I got this new omnitrix. He just felt wrong to use after a while. I'd rather stick with astrodactyl or whampire thank you.
Ben: those sound-like awesome aliens and all but we have a nanite dust cloud to stop.
Gwen: just be careful ben.
Rex prime: we'll be there as soon as we can be.
Rex: I'm going with your ben.
Ben: are you sure you can handle astronaut jetray?
Rex: let's just call him omni-naut jetray and get moving.
Ben nods and changes into omni-naut jetray and he grabs a hold of rex using one his arms as the two shoot off.
OV ben: I'm going to just run over there myself.
Gwen: how, XLr8 isn't that fast.
OV ben: I stopped time when I was XLR8 and only 10, this should be a run through the park.
He transforms into XLR8 and speeds off with everybody else, including Phil, getting in the chopper and flying off. When the three arrive at providence they find the building covered in the red mist as it tries to sneak into the building, being very quickly detected. Six is doing what he can to keep the mist for finding its way in as ben times out and looks to see his omnitrix is already timed in.
Ben: why do you have a cool down if you're just going to ignore it most of the time?
OV ben: I'm going to need something that can handle this mist. And I think I know just the guy.
He switches from XLR8 to terraspin and he manages to blow the mist far enough away for six to jump down and join them.
Ben: how did you switch so fast?
OV ben: you'll learn how to do it soon enough.
He turns back to normal as six starts to question why there's another alien changing watch on earth. However, when the mist tries to enter it turns around and forms a body. Its body being bipedal but still a red mist with white eyes.
Alpha: I see you are here brother. After you took all my omega nanite back I was wondering if you'd show back up. And yet you seem different, younger and without the omega nanite.
OV ben: that's because this isn't you rex, so I'd recommend backing off before I do some real damage.
Alpha shoots out a tendril to try and attack them but without a robotic form to inhabit, he's weak and defenseless. He tries to escape but ben just transforms into feed back and tries to cause the nanites that make up alpha to be attracted to him as ben turns into shockrock. When OV ben's plan fails, he plugs himself into shockrock to charge himself up as he shoots out a giant beam of crackling green energy.
Ben: that gravity guy would be good right about now.
OV ben nods as he switches to gravatack and he makes the mist split apart and orbit around him as if it was a ring of Saturn and after a short while he transforms back to normal, shock rock catching him and switching to omni-kix shockrock and he starts throwing his blue plasma around and making different constructs with it. OV ben's omnitrix blinking as it scans shockrock from behind.
Omnitrix: new DNA sample acquired. Fulmini DNA now available for use.
Rex: what does that mean?
OV ben: I now have a blue energy transformation.
Ben: his name is shockrock.
He throws out another blue energy baseball with a baseball bat to go with it. Alpha now barley holding himself together manages to break away and is able to finally get into providence.
Six: what is that thing?
OV ben: a pain in the side. We need to get in there and make sure that he doesn't take the nanites from any Evos.
Rex: he staring to sound a lot like van Kleiss
OV ben: come on.
He charges inside and the others follow as they find a giant robot moving around without a piolet and OV ben has to doge out of the way while rex builds his punkbusters and kicks the massive robot in the face while ben times out and returns to normal.
Ben: now looks like a good time for upgrade.
OV ben: this thing can control and feed on nanites, upgrade is nanites. I'm going to need something that can deal a little more damage to a giant robot. Time for humungousaur.
He slams down on his omnitrix after the faceplate slides back and comes out on the other end as jury rig.
Ben: what can this guy even do?
OV ben: jury rig is smart and stubborn.
He climes around the robot and is able to rebuild it into a giant cannon that's locked to one area.
Rex: good going ben, now's he a bigger weapon.
OV ben times out and looks at the giant cannon.
Ben: yeah, hate when he does that. Let me try something else.
He activates his hologram wheel and looks around for the right alien and eventually stumbles on one he thinks might work. He activates the alien and slams down turning into water hazard.
Ben: this guy kind of looks like overflow.
OV ben: overflow?
Ben just smiles as he pulls up on his omnitrix and enters a code changing into overflow.Overflow forms water sword and he starts slicing at the machine, ripping parts of it off and slicing through others.
OV ben: how does he have such good control over water?
Rex forms his slam cannon, and he shoots off a ball of the ground at the machines as alpha spins the barrel of the cannon around and aims it at the group.
Six: you let it swivel?
OV ben: jury rig has a mind of his own, like how rath does.
Ben: I feel you there. Rath can be a pain to control but he's the best hand to hand fighter I have.
OV ben: mines is a little different.
He aims his water blasts down the barrel and backs up the cannon to the point where it explodes. Alpha escaping as rex forms his rex ride and gets six to join him. OV ben switches to XLR8 and slaps overflow's face place and he turns overflow into XLR8.
Ben: how did you do that?
OV ben: later, for now let's stop this guy before he drains this place dry.
The bens nod as they rush off, meeting with rex as they see the petting zoo covered in the same red mist as before. They descend down and find that the others had already arrived and were trying to fight alpha and stop him from growing any bigger. However, since Circe was an Evo, Rex rushed over and grabbed hold of her. Taking her out of the fight.
Circe: why would you do that?
Rex: look around Circe, he's draining all of the Evos. Who's to say he won't drain you dry either?
Circe: fine, but I just don't like seeing my fellow Evo being drained dry like this.
Rex: I'm fine since that thing considers me it's brother. You don't have the same kind of protection.
Circe: I said that I'd stay here. I'll try and draw the Evos out of here.
Six: thank you for the offer but I can't allow you to do that under-white's Strick orders.
Rex prime: put some faith into the kid six. You did with me, and I got far. I even learned how to do this.
He builds both his punk busters and funchucks at the same time and he tries to fan out alpha.
OS ben had transformed into four arms while Gwen had changed into goop, trying to use her body to keep alpha encased.
Alpha: letting me close to you was a mistake.
He manages to grab a hold of the omnitrix, and he has the omnitrix symbol on his misty body and he slaps onto it changing into upgrade.
Alpha: a self-replicated source of nanites? This will do nicely.
Rex: we need to get out of here now.
DR holiday: six, what am I seeing in the petting zoo?
Six: it's a long story but we've got something here that's draining Evo's dry.
DR holiday: don't et it near her.
Six: I won't.
He charges at alpha who with his new red upgrade form, sends six flying backwards and into a tree. Six immediately getting back up as alpha looks around for more Evos to drain.
Alpha: you are lucky that I am not detecting any more active nanites in this area.
He switches to XLR8.
Alpha: limited to only 10 alien life forms this time. Sad.
He speeds off while the others can only stand in shock.
Kevin as bashmouth: did he just clone Gwen's omnitrix.
Rex prime: yeah, we need to find him. But where is going to have the biggest depository of active nanites?
Circe: abyss. The soil is filed with active nanites.
Rex prime: without the bug jar, that'll be where he'll head too next. We need to get there, and fast.
OS ben: sorry cuz, looks like I have better control over my omnitrix after all. And did he say only 10 aliens? Because I have like 20aliens.
Gwen 10: then why are you going by ben 10?
OS ben: because it sounds cooler than what ever you've been calling yourself.
OV ben: all right guys cut it out. We've got bigger fish to fry.
Max: and I thought that you guys could get on my nerves. Imagine having to deal with that all summer.
Gwen 10: it would help if any lesson that you learned stuck for longer then two days.
OS ben: and to think I was angry with animo when he kidnaped you.
Gwen 10: why didn't I just use one of my spells to get out of that?
OS ben: listen, lucky girl. Just because you got good with spells, didn't mean that you and grandpa stopped being kidnaped.
Gwen 10: when I get my omnitrix charged back up I'm going to.
Max: all right that's enough out of you two. You two are wearing some of the most mist powerful weapons in the universe and this is how you're going to argue. I'll tell you what you two are going to get along weather you like it or not.
Gwen 10 and OS ben: fine.
Gwen looked over to see her alternate universe self-sweating and clearly looking off.
Gwen: are you ok, other me?
Gwen 10: yeah, I'm fine. I'm Gwen 10, there's nothing I can't handle.
They get into the omni-chopper with six now joining them.
Ben: so, what aliens did you guys get in your first playlist?
Os ben: first playlist?
Ben: you know, since every time the omnitrix rests it changes some aliens, or is that just me?
OS ben: I don't know what you're talking about? Like I said before I have like 20 different aliens I can use.
Ben: if I have even just 11 DNA pods active at once my omnitrix starts randomizing who I can get. I learned that the hard way with gax.
OV ben: gax? Sounds like a vilgax transformation.
OS ben: I knew I'd make for an amazing vilgax.
Ben: no, I was a horrible vilgax, I was reckless and I got people hurt. Not to mention that vilgax got back to full strength because I let him. Once he came back to earth after being locked in the null void, he even transformed into a hybrid of himself and what ever alien x was.
OV ben: VILGAX BECAME ALIEN X!?
Ben: only for a short while. I kicked his butt as way big.
Gwen 10 looking through her omnitrix: if you want to know my line up, I'm more then willing to give it to you.
Ben: it would be nice to compare.
Gwen 10: I have, four arms, Heatblast, grey matter, Cannonbolt, Wildvine, upgrade, goop, XLR8, diamond head and stinkfly. Of course, I unlocked more after that but he must only have my first 10.
Ben: no way, that's pretty close to what I had for my first line up. Although I didn't have goop, instead I had overflow.
Gwen 10: overflow?
OV ben: see how there getting along. Why can't you just get along with her? You're going to miss your Gwen once she's gone.
OS ben: I guess but that's not now, so I don't really care.
OV ben: you know what your biggest problem is?
OS ben shakes his head as he looks up at OV ben.
OV ben: you don't ever think ahead.
OS ben: what are you on about, I think ahead.
OV ben: when it's about what you can get, or your greymatter. I had to learn this lesson over and over again before it stuck, but you need to think about the consequences to your actions. You throw vilgax into space, he'll come back 10 times stronger. Let Zs'Skayr get away and he'll come back and take over a planet. Mess around while agragore is out and on the loose, then he takes 5 lives and almost ascends to godhood. Let the incuses slip away and you get mind-controlled way bigs. Let malware take feedback and you lose him forever and he manages to make the nematrix.
OS ben: I don't even know what half of that stuff is. Like what are the incursions?
OV ben slaps down on his omnitrix and transforms into bullfrag.
Ben: that looks like one of the frog aliens guys that got me back home and took vilgax away with azimuth.
Rex: do you have this much gone on back in your world? Or was it more of a beet the Evo and cure them kind of deal?
Rex prime: until I cured them all, it was mostly just curing Evos. Although I did make friends with breach before being launched 6 months into the future where I found providence had been taken over by black knight.
Circe: black knight? White knight is bad enough. He's been trying to keep Evos from the public eye for the longest time until DR animo forced them out of hiding.
Rex prime: Dr animo?
Bobo: I know, sounds like the kind of vet who would take care of a monkey called Bobo but he's bad news. He figured out how to activate the dormant nanites in living beings.
OV ben: that sounds like animo.
Rex prime: and I bet that van Kleiss already has his grubby little gauntlet hands all over him.
Circe: yeah, and we can't touch him.
Ben: what are you on about? Armored up humungousaur was starting to hurt him.
Circe: no, I mean if we take him down then all of the innocent Evos who are living there go down with abyss as it'd crumble without him.
Rex prime: I don't know, our abyss was fine after I cured him.
Circe: you could cure him?
Rex prime: and I almost regret it as he got the ability to create nanites in the same way I can cure them.
Rex: no way.
Gwen 10, however let's out a scream as her blue and pink omnitrix starts flashing and spinning rapidly.
OS ben: she's just being dramatic.
He looks over and get a more nervous face.
OS ben: right?
Rex prime: open up the hatch. She's turning into an Evo.
OV ben: and it looks like her omnitrix doesn't like it. We need to get her out of here before...
As Gwen 10 becomes an Evo the omnitrix turns her into an Evo version of four arms with arms sprouting out of her head, other arms disappearing and her four eyes becoming six on her face.
Rex: I need to cure her.
She takes a step forward and the whole omni-chopper starts moving around in accordance with the new weight.
Max: you're not playing around with slap back again, are you?
Before anybody can respond, OS ben and Kevin turn into their own tetramand forms and jump out with Gwen 10 in their arms as her body continues to mutate.
Rex: we need to get to them.
OV ben: I know, but we'll have to come back. If alpha manages to take all of those nanites then he may be able to open up portals to other worlds. He'd be unstoppable.
Gwen: not if you used alien x.
OV ben: it's not that simple.
Rex prime: young me and Circe should go and help them. It's your cousin after all and I doubt that ben and Kevin can hold her back for long. Evos can change rapidly and with something like the omnitrix...
OV ben: your right. You two go down there and help her, the rest of us will continue to abyss.
Rex: right, come on Circe. We're going to need an Evo magnet now more then ever.
Circe: I'll try.
They fly down and as the others leave, they find that Gwen 10 had turned into an Evo version of stinkfly and then XLR8 before switching back to four arms. The rest fly off, not feeling happy about it.
Ben: how did she Even become an Evo.
Rex prime: when alpha got her omnitrix, he must have activated her nanites.
Gwen: I keep forgetting that can happen to any of us at any time.
Noah: it's even worse because my two best friends are Evos who can kind of control their powers. Circe in being able to turn hers off and on and rex being able to do... well you already know.
Six: I hop those kids can handle an Evo alien. Because we need to be prepared for that becoming a possibility.
Rex prime: I hear you. So how much further until we're at abyss?
Max: we're already here.
The step outside and OV ben gets to feel the soft, nanite rich dirt for the first time.
OV ben: wow the ground is soft.
Ben: yeah, it feels like when vilgax used the antitrix to cover the earth in bootleg goop.
OV ben: bootleg?
Ben: Kevin's upgrade.
Gwen: so, he should be around here right?
Rex prime turns her around and they spot a giant, pink, black and white cloud over the ground as tendrils where shot into the ground and OV ben changes into lodestar with ben switching into slapback, Gwen letting him become omni-kix slapback and slapback split apart further and further until there where 8 slapbacks running around the place. However, since the slapbacks where so heavy they started to sink into the dirt.
As lodestar lifted him into the air, his omnitrix scanned slapback and unlocked his DNA in the omnitrix.
Omnitrix: Ekoplektoid DNA scanned and now available for use.
Rex builds his sky slyder and his B.F.S Noah being passed the green energy sword as max, and Gwen framed there weapons. Meanwhile glitch covered Phil as he gave Phil back the glitch battle suit. Finally, OV ben brought the slapbacks over to himself, forced them back together and he hit the faceplate on slapbacks back and ben changed to Wildvine, OV ben turning the symbol and letting Wildvine get encased in omni-kix armor
OV ben: your wild vine looks like that?
Ben: what? Does yours look different?
OV ben: not the time. Wildvine should be immune to all of alpha's attacks since he's a giant plant. And I thought the armor would do you some good as well.
Ben: well yeah but the armor already shortens the duration of the transformation, and unless you replaced one of the pods, I'm going to time out in like 3 minutes.
OV ben: then I guess we'll have to make those three minutes count.
Alpha: I am so sorry to see you doing this brother. But you couldn't defeat me before. What makes you think you can defeat me this time?
Rex prime: because I've got the right help this time in, I've fought you before. I know how to defeat you.
Alpha: I know and that's why I'm taking all of theses nanites for myself. And when I have enough nanites I will have no need for your omega nanite, and I'll be rid of you forever. There are more omega nanites in the multiverse.
OV ben shoots out a magnetic wave and it did nothing to alpha, as he continues to collect active nanites. Soon the pack and van Kleiss show up with van Kleiss looking back to see the group.
Rex prime: I might not like you van Kleiss, but we need to work together to take down this guy.
Van Kleiss: my, my rex. You've grown a lot since I last saw you. Or you must be some alternate universe version of rex.
Rex prime: if he takes all of theses nanites you'll die.
Van Kleiss: unfortunately, you're right.
OV ben: that's odd. Usualy upgrade can't handle magnetic waves. Tike for a change of alien.
He slaps his omnitrix and changes to kickin hawk as alpha lands and changes into a form of version of Cannonbolt and he charges at the group, being big enough and fast enough to cause some real damage to the ground.
OV ben: if organic beings can only do a partial transformation of inorganic aliens, then it should work the same in reverse.
They then watch as alpha changes into a version of diamond head as the group prepare for an attack. Meanwhile OS ben and Kevin are still trying to keep Gwen 10 from hurting people.
Kevin: wow, I knew Gwen wanted to let loose but this...
OS ben: listen Kevin, I have no idea how you managed to make an omnitrix, but we don't mess around when it comes to saving people.
Kevin: I made this antitrix on my own. All I had was a little help from vilgax when he sent me the designs in a dream. But as of late I've been using this thing for good. Why? What am I like in your universe?
Rex: is now really the time?
Circe screeches and manages to get Gwen 10's attention.
Circe: I managed to catch her attention. Now what?
Rex: now we need to get her away from the people and then held down long enough for me to cure her.
Kevin switches from bashmouth to rush meanwhile OS ben is still fourarms and has to make gigantic leaps to get any amount of speed.
OS ben: and if you have to know what your like in my universe? You're insane. You absorbed the energy from my omnitrix and became a mutant of my original 10. Although having ghostfreek DNA probably didn't help you. You got locked away in the null void only for vilgax to bring you back. You stole grandpa max and then once I kicked your butt with only 5 aliens, you were sent back to the null void. And I haven't seen you since.
Kevin: sounds like I was a real jerk in your universe.
Rex: can we please focus on the alien Evo on the street.
When Gwen 10 looked like she was getting distracted, Circe screeched and got her attention.
Circe: I can't keep this up forever.
OS ben times out and Kevin switches t skunkmouth to catch him while OS ben was in mid leap.
OS ben: you saved me?
Kevin: I'm not a monster.
He switches back to rush and once on the outskirts of the city Gwen's omnitrix changes her into an Evo version of ghostfreek.
Ben: oh great, ghostfreek. Now what are we going to do?
Kevin: so ghostfreek is like a ghost guy, right?
He switches to bashmouth and tries to attack Gwen, or to at least pin her down. OS ben turns into upchuck and started eating things and shooting his upchuck spitballs at Gwen 10. Rex looks back at Circe who is clearly worn out and while she tries to stand, tries to fight, she collapses onto the ground and rex forms his smack hands to try and hold Gwen 10 down. He's eventually able to hit her enough times that her omnitrix changes her into an Evo wild mutt and with the Evo Wildmutt being confused with its enhanced vision, bashmouth and four arms are able to hold her down long enough for Rex to cure her.
As Gwen 10 tries to rise up she feels a sharp pain in her stomach and fall back to her knees.
OS ben: are you ok Gwen? I was so scared that you where...
Kevin walks over to rex as he times out, OS ben still being upchuck.
Gwen 10: yeah, I'm fine. I just felt so weird when what ever just happened, happened.
Rex: you got turned into something called an Evo. When active nanites are in a living being's body, that's what can happen to them.
Kevin: we've been fighting these things since we got back in Bellwood.
Rex: not all of them are that monstruous. Just take a look at me and Circe.
Gwen 10: I thought that she was an alien or something.
Circe: who are you calling an alien? Alien girl?
Rex: you two are in no condition to fight.
Circe: we're not staying back.
Kevin: and how do you plan on getting there? It's not like rush is fast enough to get there.
OS ben times out and looks at rex and Kevin.
OS ben: do you have a version of upgrade?
Kevin: you mean bootleg? Yeah. But how's he supposed to help?
OS ben: why don't you turn into upgrade and merge with rex. Give him a boost? I mean if his powers come from machines...
Rex: we already did that when we fought alien x. unfortunately it isn't going to be enough to shoot us halfway across the world.
Gwen 10: what if all 3 of us used upgrade on you.
OS ben: can we even do that?
Gwen 10: no idea but we've only got one way to find out.
All three of the omnitrix wielders switch to their versions of the galvanic mechamorph and they merged with rex giving him a suit of green, pink, blue and black.
Rex: this feels so weird.
He forms his rex ride and find that it now has massive boosters. Circe gets on the ride, and they shoot of, quickly breaking the sound barrio and finding themselves in the middle of the fight of there lives. OS ben and Gwen 10 time out as Gwen looks over her alternate universe self.
Gwen: I'm so glad that I'm ok.
Gwen 10: nothing can keep us down.
OS ben: I need time to recharge.
OV ben times out and that remains of the alien force is that of omni-kix Wildvine and Kevin who quickly changes to dark matter.
Ben: I don't have much longer as wild vine. What about you Kevin?
Kevin: I've still got some juice in me.
Rex prime: if I can get close to him, I should be able to drain him of all of his nanites, or at least get the omnitrix away from him.
Rex: how can I help?
Rex prime: stay here and protect them.
OV ben times back in and turns into peskydust.
OS ben: what even is that thing?
OV ben: not who I had in mind.
He slaps his omnitrix and changes into arctiguana.
OV ben: I can work with this.
Just as ben starts to charge forward at the still growing alpha who had taken the form of diamond head. And although he couldn't generate any of the crystals from the earth, he was still a force to recon with.
OV ben: this is why I wanted way big.
Rex prime: way big? He sounds big.
OS ben: he is, and he's my most powerful alien.
OV ben: unless this thing wants to cooperate, I think we're screwed.
Ben times back in and he enters waybig's code. Growing in size as he shifts into way big.
Rex prime: are you going to stand around van Kleiss? Or help us get this guy down.
Van Kleiss moves the ground around them to try and hold alpha down, alpha just taking the active nanites that made up the dirt as the other Evos just ran away, scared for there lives. Waybig crosses his arms as he shoots out a massive beam that manages to punch alpha down.
Alpha: impressive. Clearly this omnitrix is one of the weaker ones.
He tries to run over as he shifts to XLR8 to try and keep his speed up.
Alpha: I will not be locked away just for existing.
Ben: I could really use some help any time guys.
Van Kleiss: he's eating everything I throw at him. For my own safety I must make a tactical retreat.
Rex: fine get out of here.
Rex prime: I don't know if I'm going to be enough this time.
Rex: it's a good thing you have two of you then.
Rex prime: you're not wrong kid. But we need to hold him down. Are either of you timed back in?
Gwen 10: I don't have that thing in my omnitrix.
OS ben: I still need a few more minutes. Can't that ben just go alien x and will all of this to be over with?
OV ben: that's not how alien x works. You try being the voice of reason and convincing those two to do anything. I'm not that good.
He times out and looks at ben who was continuing to fight.
Six: so that thing is made from nanites?
Rex prime: yeah. Why are you going to use your magnetic blade to hit him?
Six: not hit him, but to at least nock him over.
OS ben: aw yeah. Time in.
He slaps down on his omnitrix, trying to get Waybig and succeeding.
Kevin: I don't have anything like that.
OV ben: this thing won't let me change into Waybig.
Kevin: so, what are we going to do?
Phil: get into the chopper, I have an idea.
They all jump inside and watch the pair of Waybigs attack alpha and to try and pin him down. Once in the air, six put his blades together as it caused alpha to fall over and it allowed for the pair of Waybigs to pin him down.
Ben: I've only got a few more minutes.
OS ben: hurry up, we can't pin this guy down forever.
The rex's pull out their boogie packs, land on alpha and are able to drain him of his omnitrix nanites before reverting him into the dense ball of nanites he was back at eh end of heroes united.
OV ben switches to perk upchuck and swallows the nanite ball and he swallowed it.
OV ben: I'm not making that same mistake again. You're staying down this time.
Rex prime: do you have any idea how long you can keep him down for?
OV ben: upchuck can keep anything down.
OS ben: what about regular food?
OV ben: I got over that problem, eventually.
OS ben: how?
OV ben: on the way back. As for now, we should take Gwen to the doctor.
Gwen: but what kind of doctor is supposed to take a look over this me?
Rex: I know.
We then see Gwen 10 on a chamber as Dr holiday looks her over.
OV ben finally changes back to normal as Gwen 10 is let out of the MRI.
DR holiday: it looks like rex was able to fully cure you. You're going to be exhausted for a few days but that's normal after being cured, from what we've seen.
Gwen 10: that's good to hear. I just hope that animo or something doesn't attack while I'm out.
OS ben: I'm sure that your max and ben can handle it while you are.
OV ben: so, did you guys learn anything while we were here?
OS ben: to never underestimate an enemy and to rely on others.
OV ben: how so?
OS ben: I wouldn't have been able to save Gwen here if it wasn't for Kevin, rex and screech girl over there.
Circe: my name's Circe.
OS ben: yeah, sure what ever.
OV ben: and what about you, Gwen 10?
Gwen 10: I need to think things through before charging into a situation. I might be a little smarter then most other omnitrix users, but I need to actually think the plan through first. Going Evo is going to be a memory that I won't soon forget.
OS ben: so, what's left for us to do here?
Gwen: I mean Gwen 10 here could try teaching me some spells.
Gwen 10: I don't really know any. Never tired them since I have this thing.
She points at her blue and pink omnitrix as Gwen turns over to OS ben.
OS ben: when I get home, I'm going to apologies to my Gwen for everything I've put her through.
Gwen 10: same here.
OV ben: that's good to here.
Ben: all right, see you later omniverse ben.
OV ben: omniverse ben?
Gwen: it's what we've been calling you.
OV ben: I think I'm called ben prime. You know since I'm the first ben.
Ben: come to think of it, where has that paradox guy been?
OV ben: he wanted to stay out of this one. If alpha managed to copy his chrononavigater then we'd all be in deep trouble.
Ben: I don't know what that means but I'll accept it.
Rex: what about you, alternate me? What are you going to do when you get home?
Rex prime: I'm going to do what I've been doing this whole time. Keep looking for a permanent cure to the nanite problem and keep protecting my world. We still haven't found my van Kleiss since breach took them away right before I cured all Evos, so he's likely still got his Evo abilities.
Rex: well good luck.
Noah: wait before you go, what am I like in your universe?
Rex prime: you're my best friend, have a good heart, love pulling pranks and you where my main window into the average person.
Noah: that does sound like me.
OV ben: we should get going. It's going to be a long trip through the null void until we get back to my universe.
Rex prime: who says we're stopping off in your universe? Alien guy?
OV ben: all right then, let's get theses two back home first.
OS ben: aw, do we have to?
Gwen 10: I want to get out of this universe fast. I don't want to become one of those Evo things again.
OV ben: come on you two.
He pulls them through a portal as the others watched him leave.
DR holiday: is it weird that this doesn't shock me as much as it should?
Six: not really. After that alien incident in Washington, I've come to expect everything.
DR holiday: are the rest of you, ok?
Circe: yeah, I think so. Just tired. That much screeching took a lot out of me. It's like she was able to resist it or something.
Rex keeps on building and dropping his various builds.
DR holiday: what are you doing?
Rex: taking on that many nanites defiantly pushed me to my limit.
DR holiday: excuse me?
Bobo: if he takes on too many nanites then he'll overload himself and become a giant walking blob of uncontrollable nanites. Ask me how I know how.
DR holiday: I don't think I want to. But if overfilling with nanites is an issue, I'd like to look into ways to slow it down, or even offload some of those nanites.
Max: that would be nice to have looked into.
Phil: and I can share my research on rex with you.
Rex: where is that another doctor anyway?
DR holiday: he's been transferred after some... not so nice words.
Circe: sounds like I know about him.
Noah: this has been a long day. Can we go home now?
Bobo: I agree with the kid. Being here always give me the heebie jeebies.
Dr holiday: you are all free to go, just take it easy for the next few days. We have a lot to do here.
Six: yes, if the omniverse is real then white night needs to hear about this.
DR holiday: agreed.
The group leaves and get back into the omni-chopper the first few snowflakes falling as winter had officially begun.