Okay, here's the ending of Season 2! I hope you all enjoy it! Apologies for the VERY long wait, but I wanted to make sure this was a good one and it took longer (real life stuff and what not) :P Anyway, I don't own Ben 10, Man of Action and Cartoon Network do. But please Enjoy!

Faction Showdown Part 2

(Bellwood USA. Plumber HQ. June 14th, 13:03)

At the head desk of the HQ, Tetrax was currently on the phone with someone as he was typing a new report from another mission. "Well, that's good to hear Mrs. Tennyson. Glad to hear that your husband is making a steady recovery. Hoping those microchips aren't making things to stiff for him." Tetrax said as he chuckled at what she said, "Yeah I'll let Ben know. He's been getting a lot busier since Carl went to the hospital. Especially with not being allowed to go near him while the surgeries were being done. Must've been hard on him…"

"Excuse me! You, shiny rock man!" a high pitched squeal of a voice said as Tetrax cringed slightly before looking and saw a very peeved Pakmar, making Tetrax sigh a bit.

"I'll check in later...yeah, I'll let the others know you said bye. Talk to you later, Sandra." Tetrax hung up before looking at Pakmar, standing up. "What is it, Mr. Pakmar?"

"PAKMAR DEMANDS A WORD WITH THE MAGISTER! PAKMAR DEMANDS RESTITUTION! PAKMAR DEMANDS AN APOLOGY!" Pakmar roared in anger, as Tetrax just sighed a bit.

"Here we go again…" he muttered, rubbing his temple as Valrean was cringing at his voice.

"Guy screeches more than the guy in Prison block 239 at Area 51...and that guy was a Screechian, so of course he'd be noisy…" the chameleon muttered in annoyance as Manny walked in at this, sighing a bit.

"Ah great, Pakmar is here...is it Wednesday already?" Manny asked as he saw Max walked up, frowning a bit.

"You here for Ben, Mr. Pakmar? At the moment, he's not here." Max said as Pakmar growled in annoyance.

"OF COURSE NOT! I saw him and his two accomplices steal my truck in a glowing circle of light!" Pakmar said, making Tetrax look at him with confusion. "Try to support wife and 487 children, and this happens! Ugh!"

"...that is quite a feat." Valrean said with a slightly impressed tone, as Jerry nods in agreement at that.

"...What was that last part? What did this 'circle of Light' look like?" asked Tetrax, concerned now. Max also looked equally concerned, giving Pakmar a frown.

"What is there to tell? It was round, and filled with energy." Pakmar said as Tetrax scowled at this.

"...We need to move, now." Max said as he looks at the computer advisor. "Lin-Mirand, make sure to tell Patelliday to keep an eye on things. Tetrax, call the Knights of Ascalon. Manny, get your squad on the call. I'm getting Kevin and Gwen." Max said as he went ahead, Manny and Tetrax following orders and going in separate directions.

"Wait, what about me!?" asked Pakmar in annoyance. "I have complaints!" Manny looked back at him with a bit of an annoyed look.

"Take it up with the complaints department. We got a problem to deal with." Manny said, as Pakmar looked around the room...and saw Valrean motion to the back. He then saw Adolherd was near the Complaints area, looking annoyed as he was tapping his claws on the the desk.

Tetrax ran ahead as he mutters, "Better be careful til we get there, Ben…" He got his hoverboard, frowning as his helmet formed over his head. He then went off, a communicator in hand to call them up.

(Galvan Prime. 13:05)

At this time however, things were kinda rocky as meteorites from the destroyed moon began to rain down towards Galvan Prime. Many civilians were running to get to safety, one tripping and saw a meteorite coming right at him.

The small frog-like alien screamed as he got ready for his doom...only for it to be blasted out of the air by a red-hot blast. "Phew, zat vas close." NRG said as he stood by, glaring from behind the vents on his armor. "You go to safety. Ve take care of zis." The Galvan nods as he ran off.

Indeed, at this moment, Ben and his team were helping take out the meteorites with the GAlvan military. Julie flew around, blasting them with rockets from her jetpack form while Rook fired energy from a bazooka-like form for his to many, one hit a convoy that held Khyber's dog, who ran off during the chaos as everyone was focused at the sky.

"Cover your ears." Said Eunice, her ears now covered with Echo Echo's earcovers before she took a breath and gave out a thunderous screech to shatter the stones.

"Wait…" Julie noticed something coming from the rocks after they made contact with the ground. "Guys, these aren't rocks!" NRG looked around and saw this as well, frowning.

"She iz right, look; zey are not just sticking to ze ground, zey are sinking in!" NRG said as Azmuth saw this and scowled.

"Malware...by now he must be coating half of the planet." Azmuth said as Myaxx fired at them as she looked around.

"Oh vonderful, it'z raining psychopaths…" NRG muttered softly as he heard something nearby as he saw what looked like a red Mechamorph, glaring at them. "Oh man..." Eunice looked around nervously, seeing all the Red Mechamorphs coming out of the woodwork, as well as a few other yellow and orange ones.

"Uh...sir? You got any ideas?" Eunice asked in concern as Azmuth gave her an odd look.

"How should I know? This has never happened before, I'd need to study what is left of the moon to even get the right idea." Azmuth said, as Ben turned back to normal.

"You're the smartest being in 5 galaxies? I Am starting to question the hype…" Skurd muttered at this time As he heard a growl nearby.

"AZMUTH!" A voice roared as Malware came out of the ground, a growl coming from him. "I have reduced Galvan B to ash, and its population to my own and I may make your deaths painless." Malware hissed, glaring at them.

"Sowing chaos does not take special talent, Malware. Any despot can do it. It takes real talent to create something new, not breaking and just putting the pieces back together." Azmuth said as Malware hissed in annoyance, his eye narrowing darkly.

"Of course you would not be impressed...nothing impresses yo, does it...father?" Malware asked in a dark tone, it's eyes narrowed as Azmuth walked up, trying to not get him angrier.

"Surrender, Malware. We do not need to cause any more hardship for anyone else for our respective mistakes. I did indeed wish to end your pain and suffering, you deserved to live as any other creature. Please, end this needless vendetta. I can help you become whole, not this creature." Azmuth said, trying to ease him as Ben got ready for anything, Julie watching with concern.

Malware paused for a moment, only to roar out in pain as he felt an electrocoil go around him from a nearby Galvan, who looked slightly panicked. Rook said, "What did you do that for?!"

"I-I panicked, okay! Even someone as smart as a galvan can panic!" The galvan protested in annoyance as MAlware roared in anger.

"IT IS TOO LATE! EVEN NOW YOU CONSPIRE TO ATTACK ME!" He roared in rage as he powered up a blast of energy in his mouth.

"Look out!" Ben said as he grabbed Azmuth and tossed him to Myaxx, who caught him before slamming down on the Omnitrix, shining bright before the blast hit him. However, instead of taking the hit, stood Shellhead as he glared ahead.

"Heh...nice try." Skurd chuckled as Malware roared out as he went to slash at Shellhead's body, but the energy blades had no effect on his shell. "Don't you know? Tortons are the ultimate defensive aliens. That's why they thrive on their homeworld, they have no need to worry about any invasions because they can handle almost everything the universe can throw at them."

"And since you're so close…" Shellhead then slammed his arms into Malware's head, making him hit the ground hard. "I can hit you pretty hard." Malware growled before grabbing him and tossing him forward, knocking him onto his back and skidding around. Shellhead grunts before slamming on his symbol, making him shine a bit and turned into Humungousaur, growling a bit.

"Here's an edge for you." Skurd said as he slimmed down, creating a metallic armor from Razor on his arms before using them to make his arms grow bigger before slamming it towards Malware.

"Rook, Eunice; get Azmuth out of here. Myaxx, try and get as many people away as possible!" Humungousaur said as he tussled against him, as MAlware roared out and slammed him aside before he glares at Rook and stretched his arms out and grabbed at Rook's armor, making him yell out before he pressed a button, causing the Proto-Tool to be removed.

"Ooh that's not good…" Julie said as she yelled out as a tendril got Ship, sparking the two of them before Ship's body shined and repelled Malware off.

Malware growled before summoning a sword from the Proto-Tool's weapons and slashed at Ben's arm, making him grunt through the metal. Then slime began to go around the Vaxasaurian form, making him go wide eyed. "Time to end you, Tennyson..."

"Let him go!" Julie said as she aimed a cannon at him, only to get blasted by a blast from Malware's eye. She cried out as Ship got hit, knocking him down with her inside of his armor. She groaned before seeing the black and red ooze go over Ben, making him roar out in pain as the electrical energy went through him.

Suddenly a barrage of crystals came from above as Ben fell back, turning back to normal. Malware glared as he looked around and went to strike at him, only for him to get swiped by a flying figure. Malware looked in shock as he saw Tetrax in his Bounty Hunter armor, holding onto Ben.

"What?!" He roared in rage before another cannon blasts at him as Arthur came down via a pair of jet boots built into his armor, picking up the downed Julie. Manny jumped with them and grabbed Rook's arm.

"Come on, man. We're gonna regroup." Manny said as Rook stared in shock, only to see a large dark green and black airship fly down, firing lasers at MAlware before landing, the bottom opening up. Gwen floated down with a bridge of sorts. Eunice nods as she motions to Myaxx, who shook her head as they ran towards the ship, Myaxx leading the civilians to safehouses.

"Get in!" Gwen said as the group came into the Rustbucket III, Kevin's star cruiser as Kevin drove upwards. Inside of it was Kathy and Heinrich of the Knights of Ascalon, as well as Manny's squad.

Max walked up, Blukic and Driba on his shoulders, before surveying them. "You kids alright?" Max asked as Julie nods, Arthur setting her down as she pats her shoulders. Ship shook himself off from some dust, a growl escaping his lips.

"Seems things were pretty crazy down there…" Cooper said as he watched from the window to watch an angry MAlware roaring in pure, unadulterated rage...and seeing large metal spikes starting to erupt from the ground.

"Ugh…" Ben groaned as he woke up, still in Tetrax's arms as the protector of the Omnitrix set him down easy. "Thanks for the save, Tetrax…"

"Indeed...our collective life is in your debt." Skurd said as Tetrax just chuckled a bit at that. Kathy typed away on a monitor and frowned.

"According to these readings, the debris from that planetary body we passed seemed to have hit half of the planet at this time...the equator seems to be untouched…" Kathy said as Azmuth jumped up and frowned.

"...Malware is heading for the core…" Azmuth frowned as Julie looked confused, rubbing her chin.

"Wait, I thought he can only control machines...unless…" her eyes widen, as Eunice nods at this. "You mean Galvan Prime…?"

"Is now partially mechanical? Yes...it was the only way to repair it after what the Highbreed did in the war. It's a cybernetic planet, using our inherent intellect, the Galvans were able to cybernetically repair the planet." Azmuth explained, as Eunice looked outside.

"And he's likely gonna try and take the core…" Eunice said with a frown, but then sighs in relief as she says, "Luckily the firewalls may slow him down...for a time."

"If they are active...we'll need a team to go there to activate them." Azmuth frowned as he shook his head. "But I cannot be part of that group...I'll be needed to repair the Helix on Galvan B…"

"I can deal with that." Cooper said, raising his hand as he walked over to Azmuth. "My brain is able to go into all forms of tech. If I Can get to the main system, I Can activate the Firewalls from the relay station."

"Hmm...that can work." Max said with a small nod. "I'll cover him. Katherine, you and the Galvan techs are with us." Max said as the group nods at this. "Manny, think you can cover Azmuth?"

"Actually I'll just need his Pyronite and Kineceleran teammates. As well as Rook and Gwendolyn." Azmuth reassured as he looked at Eunice. "You ready to help our friends out, Eunice?" Eunice nods at this as he nods, "Good...you shall aid the rest in keeping Malware from destroying the planet...or taking it over."

"So that means I'm with Ben? Great...everytime that happens, I get shot at…" Kevin said as he got up, putting the ship on auto-pilot until Rook got in the seat before he looks at Alan, "Though don't get any funny ideas with the girls now, hot-head."

"Wha-Why are you making judgement calls at me?!" Alan asked in annoyance as Kevin just chuckled a bit.

"Besides Coop, you're the only single guy here last I checked." Kevin teased, making the younger Pyronite start to combust out of annoyance as Manny just chuckled a bit.

"Okay...we got the strategies then...Ben, Kevin, Arthur and Manny shall take the ground. Julie, think Ship can allow me and Eunice to help you in the sky?" Tetrax asked as Julie nods, Ship hopping a bit in excitement at the idea of going into his starship form.

"Okay, let's do this." Manny said with a small smirk as he gave his team a nod before opening up the door. "Ready you guys?"

"Eyep." Kevin with a small nod as Ship beeped as the bottom door opened up, letting himself get ready to jump out. Katherine's armor shifted a bit to gain a pair of jet boots as she nods to Cooper, who set up a jetpack as Heinrich got near Rook at the pilot's seat.

"Let's go!" Julie said as Ship went outside, turning into it's space cruiser form as it flew around as Ben slams down on the Omnitrix, shining bright green as he grew in size into…

"WAY BIG!" The giant called out before slamming his fist down, smashing Malware on the impact down. Kevin and Manny slid down the giant's arms as Arthur flew down with his jet boots, landing with a grunt before bringing out his energy sword and glaring at the monsters Malware created.

"Can't be this simple…" Kevin muttered before grabbing a nearby mechanical device and making himself be coated with the metallic armor...as well as absorbing from the battery to empower it further by making it coated with a glow of power from the cell.

Arthur looked around cautiously as he says, "We may need reinforcements…" He then got the energy cannon out of his wrist and, setting at its lowest setting possible for this situation, fired a burst of energy at them to sent the Mechamorphs back.

Manny slams his fist down, creating a shockwave that broke the ground apart. He glared ahead, but heard a growl nearby. "Oh come on…" he looked and saw Khyber's dog, snarling a bit at them.

"Look fido, we're kinda in the middle of something." Kevin said as the dog growled a bit, advancing towards them with a ferocious growl. Kevin just sighed as he says, "I'll go find back up, you guys deal with these freaks." Kevin then ran ahead, drawing the dog away as Manny and Arthur continued to fire on the miniature Mechamorph beasts.

(At the Firewall Rely Station. 14:09)

"Well?" Max asked, as the four super geniuses were working on the controls. Cooper was having his hand on the controls, as Katherine frowned as she looked at some fried wires.

"Ugh, the relay got fried...we'll need to get a new current to power it up." Katherine said as Cooper rubbed his chin at this time.

"Okay...we'll need a few supplies…" Driba said as he tapped his chin. "Okay, I got it! We'll need some stainless steel, a copper core and about 90 inches of thread." He looked at the three humans present as he says, "...Well? Got anything like that?"

"Hmm…" Copper snapped his finger as he got a small device out of his pocket. "This prototype's casing should have some steel for you."

"Here's some cooper." Katherine said, getting out a penn, while Max got out his shoe laces. "And that's about 90 inches of strings given how large his shoes are…"

"Okay, that should do it!" Driba said as he took the materials and began to move around with Blukic, the two working hard...only for the ground to shake. "What in the name of the ALl Thinker was that?"

Cooper looked outside...only to go wide eyed as he saw Malware erupt from the ground, going toe to toe with Way Big's height. "...We may need to hurry!"

At the oceanside, Malware roared out as he says, "So...you still wish to right me, Tennyson? Even though it is foolish to continue this battle? Even now, the bits of my body go to the core of this cybernetic planet."

"Heh...takes one to know one on the 'fool' thing." Way Big pointed out before running over and punching Malware in the face. The giant roared out as they began to fight, Malware swinging his clawed hands about but Way Big moved aside before suddenly disappearing from the area. "Also...found out this neat little trick." He said as he suddenly sent a shockwave of cosmic energy, making Malware roar out as he was sent backwards, the mist reforming into Way Big's body.

"Impressive control...but you can't stop me." Malware growls out before feeling something off. "Wait...what is that?" He asked as he noticed the relay station in the distance starting to shimmer before a large pulse came flying out. Malware roared out in pain, feeling the energy coursing through him.

"That must be the firewall." Arthur said, looking around as he saw the other Mechamorphs growling out but staggering a bit. "It's slowing the beasts." Manny smirked with a nod as Way Big smirked a bit.

"Looks like your little plan is backfiring. Speaking of Backfiring...Julie, NOW!" Waybig called out as he ducked back as Ship flew in, before firing a large barrage of weapons at Malware, making him roar out in pain from the barrage.

Way Big then nods to SKurd, who nods back as he slinks out and creates red-hot arms made out of nuclear power. "Eat this!" He said as he fired an NRG-empowered blast towards MAlware, making him roar out in pain.

Kevin was still out by the base, seeing this whole thing go down with a smirk...but he was trying to get the dog off of his leg. "Cut it out, you crazy little…" He tried to pry it's mouth open with a small grunt. "I hope Gwen is having more fun…"

(Galvan B. 14:59)

With the Rust Bucket II, the large ship floated near the remains of the moon. Outside of the ship, Alan put on a space suit and floated around with the Twins, looking around the debris.

"Gotta say...this is rather depressing…" Alan muttered to himself before seeing the pyramid-like device. "That must be it. Come on." The other two nod as they held onto it and pulled their strings. The Rust Bucket II flew closer and got them inside.

Azmuth looked it over, rubbing his chin as he says, "Hmm...looks like I can work with this still...yes, still great condition. Anyone got any pocket change?"

"...Pocket Change? Oh please don't tell me you put a coin slot in this thing…" Alan muttered in annoyance.

"That would be rather unfortunate, as I do not have any change on me." Comedy said, patting his side. "...Oh wait, that's right, this armor doesn't have pockets." Heinrich just facepalmed with a small sigh.

"Hmm...I think i get what he means. He needs something to act like a power coupling, right?" Helen asked as Azmuth nods, giving her a small smile.

"Heh, you're pretty good with this stuff." Myaxx said, patting her on the back as Rook began to look through the glove compartment.

"Lets see...parking ticket, a bill, grocery list from his mother that I would assume is a week old, a rather odd photograph of miss tennyson in…" Rook looked confused at the picture as he asks, "...Where would you purchase this attire? It reveals quite a lot of skin."

Gwen's cheeks suddenly flared dark red as she quickly snatched the photograph and stuffed it into her pocket. "I told Kevin to hide that better…" Rook just stared in utter confusion, blinking a bit. "Check in the seats…"

Alan did so, chuckling a bit at Rook's antics before getting a quarter out. "This work?" Azmuth nods as he takes it and crawls inside of the helix...before GWen notices something outside; the secondary Helix. She concentrated on it with a glare before her eyes shined brightly, making it disappear and reappear inside of the ship.

"Found the Secondary Helix...Myaxx, think you can figure this one out while Azmuth works on the main one?" Gwen suggested as Myaxx nods, getting to her knee and opening it up to start looking into it. Gwen then looked at the planet, concerned for the other's.

Back on the surface, Malware groaned as he got back up, growling in rage. "You...ruined...EVERYTHING." He growled towards Way Big, who just shrugs.

"Yeah, I hear that a lot from freaks like you. Now come quietly, or else things are just gonna get worse for-what the?" He paused when he noticed a tendril suddenly shoot out of the ground, wrapping around him as well as his other limbs. "...Well, this can't be good…"

"Indeed it won't be...for YOU." Suddenly the tendrils began to coil around Way Big, as well as Malware as the giant began to grow in size, Way Big attaching to his torso.

"Ben!" Julie called out in shock, Ship screeching a bit as it powered up a cannon...only for everyone to look in shock as the giant was now over 600 feet tall and having many stars on its body, roaring out as its body was jutting out large chunks of rock and debris from all the matter he couldn't absorb.

"YOU HAVE ONLY DELAYED YOUR FATES! NOW I SHALL DESTROY YOU AND THE REST OF THE MISERABLE UNIVERSE! BUT FIRST, TO GET RID OF TENNYSON ONCE AND FOR ALL!" Malware roared out as he went to slam against Way Big in his chest, only for a bright green light to suddenly make the giant vanish from sight. "WHAT?!"

Inside of Ship, the others look in shock at Ben's disappearance. "Eunice, where did he go?" Tetrax asked as Eunice's eyes shined a bit.

"He's inside of MAlware...I think Skurd must've put them into one of the 'self preservation' spots of the Omnitrix...the inner part of the Omnitrix itself." Eunice said, making them stare at her. "...Why else would Azmuth put the ability going inside of the Omnitrix as a feature? It's one of the 239 safety precautions he put in."

"...that's a bit of an awkward number…" Julie admitted as Tetrax nods in agreement, as Eunice frowned a bit. "Okay...Eunice, you want to get down there to help them out?" Eunice nods as she got outside of the ship and flew down via Jetray's arms, floating down and blasting away via eye beams, making the giant Malware grunt in annoyance.

Arthur blasted away at the smaller Mechamorph mutants, who roared out as one suddenly came onto his back and sent a powerful shock through him, making the knight call out in pain. "Arthur!" Manny yelled out as he ran to help, but got blasted by a barrage of hits from others.

Kevin growls as Eunice lands near by, looking at this with concern...before an idea came to her. "Kevin...you think you can handle a To'kustar's power currently?"

"...Why?" Kevin asked, as Eunice's omnitrix insignia shined a bit to Way Big's symbol as she put her hand out, with cosmic energy flowing in it. "Okay, this is gonna be uts…"

"Desperate times, after all…" Eunice said nervously as the giant monster roared out, glaring down. Kevin took the energy from her and concentrated, accessing the DNA within before his eyes shined dark orange for a second.

"What?" Malware asked in confusion before seeing a large cosmic cloud starting to form on the ground, taking the form of a faintly humanoid shape of a 40-foot tall Kevin with metallic armor coming on his body and a fin-like growth coming out of his head, roaring out as it flew at him, sending a powerful punch into it's chin.

"THAT WAS FOR MY FRIENDS, YOU JERK!" Kevin roared out, sending another cosmic energy-empowered punch at his face, making him stagger a bit from the shock as Kevin just began to go to down on him, roaring in rage.

"Whoa…" Manny said in shock, looking at this with horror. "How is he this nuts when he's got just Way Big's DNA but when he had all that DNA from the Ultimatrix…?"

"Ultimate energy...he absorbed the power from the ultimate powers and it evolved his hybrid forms. However, I gave him pure cosmic power from my hand...mixed with the To'kustar DNA, it's likely gonna give us enough time to think of a strategy while Kevin has him distracted." Eunice went over to Arthur to check on him, as Manny looked at this with concern.

(Inside of Malware…)

Ben groaned as he saw himself in a strange, dark green world with various data-filled walls. "Wow...this place again? Okay, what's going on?" He asked Skurd, who was floating near him.

"Dunno...I think we're here to figure something out…" Skurd said with a frown. "I activated the safety precautions, but it appears there's something in here…" He looked around and stopped when he noticed something crawling around, making a growling sound.

"...What was that?" Ben asked as he got a good look around, adjusting the projection of the Omnitrix on his wrist as he got ready. He then saw a data file near by, making him curious as he walked over. "Huh, this is different…"

Skurd floated over to it and pressed onto it with his head, making it shimmer a bit as it showed an old recording, showing a Younger Ben Tennyson getting the original Omnitrix removed, the camera pointed over Azmuth. "Wait...Azmuth recorded this, why?" He looked confused before attaching to the file to get a better idea, Ben just watching with confusion.

"So, I hope you've been taking care of this device. I know the past few months have been rather hard on you, considering recent events...but know that I do think the Omnitrix is safer with you." Azmuth said, adjusting as the younger Ben just sighed.

"I know...just...I guess I'm not the hero I thought I'd be...if I had go through that and all...I mean, I've beaten everyone I've been up against; Vilgax, Kevin, Ghostfreak, those Circus freaks, the Forever King…" Ben began as Azmuth just gave an eye roll.

"Have you learned anything from those victories Ben?" Before Ben could respond, Azmuth put a hand up as he set the Omnitrix into a familiar shoe box with some of Ben's other souvenirs from the summer trip. "Before you answer, I want you to think about it for a moment."

"..." Ben looked at his younger self's unsure expression, as if remembering trying to figure out what Azmuth meant by those words all those years ago.

"Losing the Conductoid was harder than I had thought...and I can't help but feel like I had a hand in it, and for that I must apologize. But know this, Benjamin...failure is sometimes the most useful of advisors." Azmuth said as he vanished, the video feed ending there as Skurd let go.

"What did that mean?" Skurd asked, slightly confused. Ben gave a small shrug, sighing a bit.

"I think...Azmuth was saying that I had to learn from losing Feedback...but I don't get what he meant by that at the time...guess he thought I'd figure it out when I was older." Ben said as he heard a growl again. "Okay, is the Wildmutt out here?"

"Take it now wouldn't be the first time for rogue DNA?" Skurd asked as he looked around, only to hear the sound of a high pitch hum, similar to an out of key speaker. The two turned to see something dark red walking over, growling; it was about 6 feet tall, a glowing red eye noticeable and a body covered with red vein-like circuits covering its body, but it's black and white attire, the tentacles on its head and spark plugs on them, the tail and fingers made it clear who it was…

"Feedback?!" Ben asked in shock as the Conductoid DNA glared at Ben and Skurd before giving a roar, releasing a powerful burst of electrical energy around it, causing the ground to shake. "Wha-I thought the Omnitrix couldn't take Conductoid DNA!"

"That was a PROTOTYPE! I doubt the same issues go with the final version!" Skurd pointed out in annoyance as the two made a break for it, as 'Feedback' absorbed some energy from the nearby walls before running after them with an increased boost in speed, the body glowing with green and red electricity. "Though how it's in here is something that is making me confused…"

Ben thought it over, only for something to hit him like a freight train. "...Malware...He didn't destroy Feedback...he absorbed him." Ben said as he looked at the Omnitrix, confused. "We need to pin it down or something." He then began to look through it and slams down, glowing a ibt before turning to Feedback with a large metallic tail, sending him flying back.

Skurd looked and was shocked to see a gigantic yellow and dark gray quadruped with backwards back legs and front legs with thick-looking clawed toes, yellow mineral armor and a large club-like tail, dark green eyes narrowed with the slightly vertical pupils dilated. It gave off a small roar as it tried to keep its footing, looking wide eyed as it was having trouble. "...a Rictorite...huh…" Skurd muttered as it was having trouble standing up. "Good way to start the fight, Benjamin…"

The giant creature gave a soft grunt of annoyance, as it then pats it's foot on the ground as it then charged forward, roaring out as the Conductoid growled a bit in annoyance before jumping over Ben, making him crash into a nearby wall and changing back. "Ugh...ow…" Ben groaned as he says, "Okay...Crashquake...need more training in...the backwards legs is still kinda awkward."

Feedback gave a bit of a cocky smirk at this, as Skurd floated over him, "Oh don't look so smug you walking extension cord." Feedback scowled before powering up a blast, before a few jelly blobs went onto it's hand. Feedback looked up to see Nitro, who smirked a bit before slamming down on the Omnitrix insignia and turning into Heatblast and firing it out. The resulting fireworks sent Feedback flying back into a wall, groaning a bit.

"Hmm…" Heatblast got an idea as he says, "Hey Skurd...think you can get the DNA repair system up and running? I'll get him pinned down." Skurd nods as he attaches to a wall and began to meld with the walls, making it shine a bit. Feedback got up and growled before roaring out, charging at Ben.

Suddenly the next thing Feedback saw was that his body got coiled up by Upgrade, who was coiling around him. "Gotcha!" Ben said as he sent tried to keep him contained, only for Feedback to create a powerful current around him, making Upgrade call out in pain. Ben groaned as he melted off, the area going from green to Yellow as Ben looked around in confusion.

"I think Malware is trying to get in!" Skurd said in a panicked tone as Ben looked at Feedback and saw the red veins...similar to what happened to him all those years ago...and the screams and roars began to flood his mind.

"...Failure is the greatest Advisor of all…" Azmuth's words rang in his ears as he looks at Feedback, who was glaring darkly at him as the energy still sparked around him. Ben then gave a small nod, getting up.

"I know what Azmuth meant now...he was saying that losing Feedback shouldn't be the reason to give up...and I'm not gonna give up, not after all I've been through." Ben said as he quickly ran at Feedback, who roared out as it went to tackle him, but Ben maneuvered around him before jumping on his back.

"BEN!" SKurd called out in shock as he saw the Omnitrix on Ben's wrist was shining a bit, as did the yellow background make a green circle around Feedback, who was trying to grab at him.

"Activate the DNA Repair, NOW!" Ben called out as SKurd nods, concentrating hard as the area suddenly shined brightly, making the Conductoid DNA roar out as it shined bright green, as did everything else.

(Outside…)

Kevin roared out as he hit the round, turning back to normal after hitting the ground a few times. Khyber's former pet ran over to him, barking a bit as it sniffed at him. Manny was carrying Arthur over his shoulder, firing his laser with the rest of hte Galvan military but many of the Mini-Malware beasts were growling at them, advancing towards the group.

Malware looked to the sky as he says, "AZMUTH! WHERE ARE YOU!? YOU HIDE WHILE OTHERS FIGHT YOUR BATTLES, YOU COWARD!" Suddenly he paused as he grips his head in pain as light blue sparks start to form out of his head, but also blasting through him. "WHAT IS THIS?!" He roared in pain as a large burst of lightning filed out of his torso, landing on the ground with a burst of light.

Ship landed nearby as Julie looked outside, shocked as Tetrax looked in shock at what he saw; standing before them was a now slightly taller and muscular Feedback with a longer antenna and tail, the green eye now having a more pronounced pupil showing and what look like plug-like guards on his shoulders and knees. "Ben?" Julie asked, as Skurd came out of the Omnitrix on his torso.

"The Conductoid? Pathetic…" Malware growled softly before moving to smash him, but Feedback jumped up, stabbing into his arm with his antenna and firing electrical energy into his eye, making him roar out.

"Maybe outta practice...but Feedback is still cool." Feedback smirked as he fired another blast, ducking around the claws from Malware and firing again, looking back at the others. "You guys okay?"

"For the most part…" Julie said as she helped get Kevin and Arthur inside of Ship. "So that's Feedback, huh?"

"Eyep. Now watch me work, Jules." Feedback then stabbed a nearby building to get a bit of extra juice before firing it under him and launching himself into the air, ducking around energy cones that were fired at him from Malware's eye before sending a blast at his face, making it roar out. Feedback then landed on a nearby building, glaring a bit. "Okay...I'm blasting him with 100% and it's still not putting a dent in him…"

SKurd smirked as he says, "I Got something for you…" He then concentrated as he turned into Upgrade, cloaking his arms in the black and green metal as the energy went from blue to green.

"Oo-ho-ho-ho...I am liking this idea!" He smirked as he fired a barrage of energy missiles from his fingers, making the giant roar out from the electromagnetic bursts from his attacks.

Malware growled as he went to slam him, but Feedback jumped up and fired more energy at him. Ben's Omnitrix began to beep as he landed on the ground, turning back into his normal self. Malware growled and got ready, but suddenly various black and green ships flew down and began to bombard him with energy, making him roar out as several of them attached and began to yank out various bits of metal and technology out of him. "WHAT!?"

"What the...the Mechamorphs?" Julie asked in awe as the Rustbucket II landed nearby, Azmuth coming out with the Helixes in two, both of them now interconnected with the other. Myaxx had a proud smirk on her face as she had her arms crossed. "You fixed it!"

"Yep, we were able to get both helixes in working condition. Now just need to get him back down to size…" said Myaxx as she looked at Ben, who nods back as he looks at Skurd.

"Skurd...I got a good remix in mind…" He whispered the idea to Skurd, who looked at him in shock but Ben just nods, making him sigh a bit as he selected them and gave a nod. "HEY MALWARE!" he shouted, as the giant had some of his body exposed, making him glare down at him. "It's HERO TIME!"

As Malware roared out and fired again, only to see HEatblast suddenly rocket up towards him and blast through him, ripping a thing out of the torso, causing the mountain-sized threat to start to crumble, but the Mechamorphs all flew around and caught onto it by mixing into a large net to catch the falling debris, MAlware roaring as he was sent flying down.

"Why you little-!" the Mechamorph roared out before HEatblast turned into Wildmutt, who began to bite at his neck, making him roar out in pain before kicking him down, sending the Mechamorph to splat onto the ground. Malware groaned a bit and glared in annoyance, only to see DIamondhead coming down at him from above, yelling out as he sent a powerful punch his way.

"THAT was for all the people you hurt." Diamondhead said as he glared at him, turning into XLR8 before grabbing him by the neck and spinning around quickly and throwing him towards a wall. "And that was trying to kill me back when I was 11."

"UGh…" MAlware growled before firing a barrage of lasers, but missed as Ben had turned into Grey Matter, sneaking around before jumping up, turning into STinkfly and firing a barrage of slime onto Malware's hand, making it stick. However, he was mid blast and suddenly it backfired on him, making him roar out in pain.

"AND that's because you're a jerk." Stinkfly growled out before turning into Four ARms and slamming his hands together to create a shockwave, sending him flying backwards. Four-ARms then jumped forward and slammed a fist in before suddenly shifting into Ripjaws and biting down hard, tossing him into a wall.

Julie and the others could just watch with shock as Ripjaws had turned into Upgrade and began to throw him around, "Wow...he's just going all out…" Julie said in shock as Gwen shrugs a bit.

"He's got to get his frustration out somehow…" Gwen said with a small nod before seeing Upgrade slink away, nodding as Feedback came back finally, smirking a bit as he was now in front of the Helix, his antennas sticking into it as the Omnitrix glowed green.

"Come on, MAlware. Give me your best shot!" Feedback called out with a smirk as MAlware growled out in rage, body seeming to spark up as his cannon arm got up, roaring to life. "Time to delete this virus…" Feedback growled, his body sparking a bit as Skurd had turned into upgrade's body.

"I hope you know what you are doing…" Skurd said as the liquid went into his arms, making it shine with the same green energy.

"CURSE YOU, TENNNNYSOOOOOOOOOOOON!" Malware roared before firing his cannon, as Feedback grunts as he absorbed the attack, before roaring out and suddenly sending a bright green energy right into the blast, causing it to split apart. "WHAT?!"

"Like I said...time to fix you up!" Feedback roared out as the green blast coated Malware, making him roar out as a bright flash came around the area, blanketing the city in a bright white light. Everyone covered their eyes as Feedback painted a bit, the Helix still powered up and not drained.

Ben turned back to normal, now exhausted as he says, "Okay...hopefully...that took him down…" Avware arrived at this time, other Mechamorphs standing ready for anything before they saw what looked like a statue of Malware's monstrous state standing dead still, the red and black now charcoal gray...but the most shocking thing of all was that something was in front of it;

Leaning forward, in a dazed experience, was a dark yellow Mechamorph, a bit leaner than the rest but nonetheless healthy, groaning a bit as he looks up, a red four-pointed star on his torso. "Who...are you?" He asked, his voice surprisingly soft despite what was behind him. He looked and gasped in shock. "Is that...what is going on?"

"...Ben...what did you do?" Azmuth asked, shocked to say the least as Myaxx looked at this, and then at the Helix...as Eunice gasped.

"Wait...did you...fix Malware?" Eunice asked, shocked as Ben gave a small nod.

"YEah...just needed to get him mad enough to fire full blast...needed to get in deep to make it work." Ben said with a small chuckle, rubbing his head. Julie gave him a small glare...but just gave a tired sigh, rubbing her temples.

"Figures you'd do something this reckless…" Julie muttered with an exhausted groan, Tetrax just sighing a bit.

"So...you expunged whatever was in him that turned him into that monster all those years ago?" Tetrax asked as Ben just shrugs.

"He just wanted to be whole...honestly I could understand that part...but he was just so filled with bitterness that he couldn't let himself go back to where things were, especially since people were scared of him. Hopefully...you could help?" Ben looked at Azmuth at this, who nods as he motions to Myaxx, who picked him up and brought him over.

"..." the Mechamorph formerly known as Malware looked at Azmuth and squinted a bit, confused but recognized him. "Father…? What...happened to me?"

"...a horrible nightmare, my boy. One that I hope has ended for you and many others in the galaxy. Come along, now. I can help you from here." Azmuth said as he reached a hand out. The Mechamorph looked at him hesitantly before reaching over and taking the small Galvan's hand. The Galvan's and Mechamorphs looked at each other and watched carefully.

"He's got a lot of work to do...but you sure you did the right thing?" asked a voice as Max arrived with Blukic and Driba, as well as Katherine and Cooper who went to check on Arthur.

Ben looked at the yellow Mechamorph and shrugs. "YEah...I think I did. Remember, I could have let a LOT of different bad guys just be taken out...but that's not my style." Ben said as Max just chuckled a bit, amused as he looks at the wreckage around him. "We better head home...Azmuth can handle things from here."

"...So...what do we call him now?" Eunice asked, looking towards Malware with concern. "I mean...I doubt he'd want what the others called him before...it was more of a 'slur' than a true name really, given people thought he was a subspecies…"

"Hmm…" Julie tapped her chin as she asks, "How about...Cerver?" She suggested, as Eunice shrugs.

"I'll run it by Azmuth." Eunice said with a smile as she headed out, as Ben was helped onto the Rustbucket II. A bark is heard as they then saw Ship come on, with Khyber's dog following over, whimpering slightly.

"...What about this one then?" Max asked as Kevin got up a bit with a small groan, as the dog went over to him curiously and sniffed at him.

"Heh, looks like she grew to like me." Kevin said, petting the dog with a small chuckle. "Guess she sensed we're a lot alike."

"...Wait, that's a girl?!" Ben, Rook and Julie asked in shock, baffled to say the least as Ship made a small beep of surprise as well.

"...Eyeah...Anubian Baskurrs are only blue when they're girls." Kevin said, like it was the most obvious thing ever. The three just stared at this, dumbfounded at him knowing this as Kevin just chuckled a bit, motioning the dog onto the ship as it followed, Gwen just amused as she followed.

"...This is gonna be a weird ride home…" Ben muttered with a small sigh as he followed. Everyone went into the ship as it then went off to space, taking all the Earth-based heroes back home, as Cerver went to help Azmuth and the others rebuild, the statue that was once Malware's darkness standing alone, left behind by the others.

(On a Prison Ship heading towards Incarceron. 17:04)

Dr. Psychobos was in his cell, muttering to himself. "Useless Mechamorph...useless Hunter...should have made a good use of that Appoplexian warrior…" He kept pacing, making his Galvan Escorts to grow increasingly more annoyed.

"Does this guy ever shut up?" asked one of the two guards, who just shrugs before noticing a large green ship coming overhead. "...Oh that's not a good…" Suddenly one of them got grabbed by a shadowy claw, making him cry out in fear as another got grabbed by an invisible hand.

"...What in the world…?" Psychobos asked in shock before yelping in fear when he saw a dark purple glow incase the room, as many Galvans screamed in horror and pain from the otherside of the door.

The door was then blasted off by a dark blue energy blast, as someone walked in, clad in a dark violet uniform. "So...You're the infamous Kancerian Psychobos, eh?" The rescuer sounded young, but female at the same time with a slight hint of an lisp.

"That is DOCTOR Kancerian Psychobos, you little-YIPE!" He was suddenly grabbed by the head and tossed into a wall, making him cry out in pain as the figure stepped on him with a pair of high-heeled war boots.

"Listen here, Crab puff and listen good...I'm busting you out...but in return...you work for me and my allies here. A scout of mine told me your ship got busted and we came running." She said with a small scoff.

"Wait...how did you know I was captured…?" Kancerian asked, in surprise as the woman just chuckled a bit.

"One of my workers had things specially targeted for your name in mind...you see, I've been needing your services for a little...pet project of mine." She said with a smirk as her helmet was revealed, showing it had a dark silver look...heavily inspired by a frog.

"...Incurseans…" Psychobos said in realization, his eyes widening in shock. Why were the Incurseans looking for him?

"Yep...one of the bounty hunters I hired said you'd be of good use to me. Said he did work for you awhile back and that you did 'quality work.'" she said as a Galvan scream is heard near by...followed by a chomping sound. "...ANd guess he's here."

The sound of rattling chains is heard as a tall, feline figure was in the doorway. "...'Ey Doc, long time no see. Heard ya plan with the Mechamorph and Khyber went bust...too bad." said a gruff-sounding male voice, who's tone alone showed he was smirking sarcastically.

"...Should have guessed you were hearing out for me…" Psychobos muttered in annoyance as he got up, glaring at this, "So...what 'Plan'-and I use the term loosely-do you have in mind, madam?"

"...Simple...planetary conquest...and you got the brains to help." She said with a smirk, as a humanoid reptile and a shadowy figure reformed by the feline figure as Psychobos looked at her curiously as she walked off, chuckling darkly.

End of Season 2

WELP, this was a long time coming...and yes I know thi took a LONG time to come out but I hope it was worth it. Anyway...here's the little bit of info on Crashquake since he made his appearance here:

Name: Crashquake

Species Name: Rictorite (Created by Zigwolf)

Planet of Origin: Seismoterra in the Zallus sector of the Azmeon Galaxy

Powers/Abilities: Able to create earthquakes by slamming his tail to the ground, Impenetrable armor plates, Incredible tail strength

Weaknesses: Has a soft underbelly, if knocked on its back then it's impossible for it to move around

Additional Info: The placement of its claws give it perfect balance even when earthquakes occur, In every 57 earth years Rictorites will shed their plates and be exposed to predators until they grow back in 1 earth week, Congeode is a planet that has constantly shifting land due to weekly earthquakes and Rictorites. Rictorites are actually quite intelligent and are used by other aliens for land excavation.

Anyway, hope to see you guys in season 3 when we get to go into my take of the Incursean arc. Hope this was worth the wait and please Read, Review and Suggest away!