Episode 1: Vilgax's Defeat

It was a Tuesday on October the 24th, and Soron had just reached 18 years of age in human years the previous month. He wasn't human, but he lived on Earth in the town of Bellwood. The reason why is, he was an orphan. He was sent there the day his home planet exploded. Yes, this is similar to the Superman mythos. However, he's not a kryptonian. In fact, he's a Gallifreyan. While he never was able to look into the Untempered Schism on Gallifrey he got a smaller version of it in his pod. It also happened to be a weaker version. He was unable to see possible futures, but he could retain knowledge infinitely better than humans. At one point during his life, he came into contact with Ben Tennyson who would later come to be known as Ben 10. Unsurprisingly, Ben and Soron clashed constantly. However, once Ben had matured after that fateful summer vacation where he was introduced to the Original Omnitrix they began becoming friendlier to one another. However, for the past year Soron has been hanging around Gwen a lot more often than not. Not for any romantic reasons… at least in the beginning. The world became a warzone ever since Vilgax managed to conquer a fair amount of planets… which unfortunately included Earth. Now Soron and Gwen led the resistance alongside, and Kevin E. Levin, Tetrax Shard. The resistance consisted of the humans that wanted to retake their home. Ben was nowhere, because Vilgax had killed him the year before. Vilgax had become even more dangerous, because he took Ben's final Omnitrix which was white.

Asmuth and Soron knew that the resistance didn't stand a chance against Vilgax now that he had the Omnitrix. That's why Asmuth agreed to work with Soron in creating a new omnitrix. However, while there were a lot of well known aliens, Soron added a few of his own. As this Omnitrix was basically Soron's invention, Azmuth allowed Soron to name it. Soron named it "Megatrix" because it was better than any of the prior versions in the aspect that the recharge time was a minute instead of five minutes like Ben's white omnitrix had. It also had the evolutionary feature in it that the Ultimatrix had. The resistance fought for as long as they could, but unfortunately they were on the losing side. There chances became so bad, that Soron, Gwen, Kevin, and Tetrax had to come up with a plan. However, this time should they fail… there would be no more second chances. They either win this battle, or they lose. Basically, it was a suicide mission. Currently, the leaders of the resistance were standing around a table in a makeshift HQ they had fashioned from an abandoned missile silo complex in Cheyenne Mountain. Soron wore a black leather jacket with the Punisher logo on the front of the torso with the zipper unzipped revealing a black t-shirt underneath. He also had a pair of blue jeans on and black sneakers. On his left wrist was the "Megatrix" which was colored golden and designed like Omniverse's omnitrix. He had blue eyes, shaggy blonde hair and some stubble on his face.

Gwen was to his right and wore battle scarred plumber's armor that was darkened due to heat and the like. Her hair was ragged as haircuts were no longer a priority, and when she does get one she uses scissors to cut it. Today, her hair was short and kinda sticky-uppey. It still retained its beautiful red color though. Kevin had shaggy hair as well and wore his usual black t-shirt over grey long sleeve shirt, blue jeans, and shoes. However, they were faded and had obvious patchwork down to them. It was full of stitches, and the occasional wrong cloth to replace holes. Tetrax Shard looked as pristine as ever, but his bounty hunter armor was as battle worn as Gwen's. However, it still made him a force to be reckoned with. Azmuth was a member as well, but he died not long after he helped Soron construct the Megatrix. He had sacrificed himself to help them destroy Vilgax's flagship. While the flagship was indeed obliterated, Vilgax wasn't onboard. They had gone under the assumption that Vilgax was, but they were proven wrong when Vilgax destroyed yet another human town that was full of humans that have submitted to Vilgax's will.

"We can't continue the way we're going," Kevin said as he looked at his friends and colleagues, "The men are demoralized. Each time we fail, their depression deepens."

"I concur," Gwen said as she looked at her former lover, "but what can we do? Vilgax was a force to be reckoned with before he had an Omnitrix, but now? There is absolutely no way we can win a full on assault! We have to do this in a way that keeps our people alive."

The war had split Kevin and Gwen up even though they did their best to remain together. Their compatibility had been changed entirely because of the war. The last time they argued, they had tried to kill each other. It took the combined efforts of Soron and Tetrax to prevent them from doing so. However, that was what started the downward spiral of the resistance's luck and began the demoralization process of the resistance.

"If it gets rid of Vilgax," Kevin argued, "then who cares? The men would gladly die if that enabled us to kill Vilgax."

"How can you be so callous?!" Gwen exclaimed.

"How can you be so soft-hearted?!" Kevin retorted, "Especially in a world like this!"

"If we become as uncaring and ruthless as Vilgax," Gwen said angrily, "we'd be no better than him! In a world without humanity, we have to hold onto the ideals that keep us human!"

"I'm not human Gwen!" Kevin nearly shouted, "I'm Osmosian, so my ideals are pretty much different to yours!"

"You're right," Gwen snarled as her eyes glowed, "You're not human. You're a monster!"

"You both have a point," Tetrax finally said, "We have to keep hold onto who we are, but… we may have to make some sacrifices. The need of the many, outweigh the need of the few."

"Did you really just quote Leonard Nimoy?" Soron asked with a raised eyebrow.

"Who's that?" Tetrax asked confused.

"Nevermind," Soron said shaking his head.

Soron just sat there as he thought on the best course of action while listening to the three bicker. Eventually, he came to the decision just as he became annoyed at the other three.

"Quiet!" Soron shouted shutting them up. He then looked at them each in turn to make sure they didn't resume their argument.

"All three of you have a point," Soron said, "We do have to make some sacrifices in order to win. We also have to hold on to who we are. So, in order to do that… we have to take the fight to Vilgax."

"What about-" began Gwen.

"However," Soron continued, "we won't be taking an army. Especially, after the last time we tried that. This'll be a three-man job."

"Three?" they asked in unison.

"Yes," Soron nodded, "one of us will have to remain behind to lead humanity into a new world."

"Guess that means Gwen's staying," Kevin sneered, "she's too much of a pussy to do what we have to do after all."

"Kevin!" Gwen yelled with her eyes glowing pink.

"Kevin!" Soron yelled as well, "zip your mouth shut!"

He then gave a look at Gwen who allowed herself to calm down as to prevent another fight from happening.

"As much of a dick as Kevin is being right now," Soron said to them, "he's right. Gwen is the one that has to stay behind."

"What?!" Gwen exclaimed while Kevin smiled meanly and Tetrax remained passive, "why am I the one that has to stay behind! If anyone, it should be you!"

"Gwen," Soron said looking at her kindly but sternly, "you are the most empathic of us all. You care so much about the wellbeing of the men. You are the perfect leader for peace time. If Kevin led them, he'd become a dictator."

"Hey!" exclaimed Kevin indignantly.

"Tetrax is an alien that doesn't look human," Soron continued as if Kevin hadn't spoke, "and I… well, I'm not human either. Also, I too wield an omnitrix. I would just bring too much pain to the people's hearts. I would end up having to leave the planet that I have called my home my entire life. There is just nobody else fit for the role."

"I…" Gwen said reluctantly, "see."

"Kevin, Tetrax, and I shall leave this evening," Soron said his decision having been made, "that way, we can have the advantage of stealth. Now, I suggest all that are going to head out should take a long nap. We have to be at full strength after all. Meeting adjourned."

With that, Soron left the war room and headed for his room so he can rest. However, he did make some rounds seeing how the men were fairing first. Once he reached his room he didn't even bother to get out of his clothes and just plopped down on his bed as he attempted to sleep. However, before he could he heard the door close behind him. He rolled over onto his back to see who it was. It was Gwen, and she wasn't happy.

"Just spit it out," Soron sighed as he pushed himself into a sitting position.

"You benched me because you didn't want to risk me dying," Gwen stated.

Soron just remained silent as he figured she wasn't finished.

"You let your feelings for me get in the way of your decision," Gwen said as she took a step for him.

"You're wrong," Soron said which was what she expected.

"Quit lying!" Gwen demanded, "Just tell me the fucking truth!"

Suddenly, Soron got up and grabbed her before pushing her against the wall where he pinned her.

"You want the truth?" Soron asked as he stared at her in the eyes.

Gwen just nodded.

"I benched you…" Soron said as he began kissing her neck, "because of the reasons I said in the room. However, the fact that I had no desire to face such danger may have factored into that… especially since you're with child."

He then stopped kissing her neck and backed off much to Gwen's dismay. However, she quickly composed herself after her brain caught up to what he said.

"I'm not with child," Gwen said annoyed at Soron, "and now, I can't know if you're telling the truth."

"I'm not lying," Soron said as he held up his Megatrix.

"Megatrix," Soron said into his device, "scan for any signs of pregnancy in Gwen Tennyson."

"Scanning," the Megatrix said in a tinny version of his voice. Then a golden ray of light moved up and down from the top of Gwen's head to her feet and then up again. Once it was finished, the light vanished.

"Pregnancy confirmed," the Megatrix said finally, "She is 2 weeks pregnant."

Gwen blinked twice as she touched her abdomen without realizing it while she flashed back to 2 weeks ago when they were stuck in a cave during the winter when it was blizzarding for a week straight. Her face reddened with realization as she vividly recalled doing the nasty with Soron without stopping that week. By the time the week had ended, they were exhausted and the resistance had found them. Suddenly, she returned to the present and looked at Soron.

"Why'd you have to tell me that?" Gwen asked.

"You asked for the truth," Soron stated.

"I wish I hadn't," Gwen said irritably, "now if you die, our child won't have a father."

"Come here," Soron said as he pulled her into a hug, "I promise you that I won't die."

After a few minutes of hugging, they laid down on the bed and just cuddled together till they both fell asleep.

Later, that evening…

Soron, Kevin, and Tetrax were all geared up and ready for their final assault on Vilgax. While Gwen was furious at Soron for benching her, she complied with his decision for two reasons. First one being that she was terrified of risking her unborn child's life. The second one being that she agreed with Soron about her being the best one to lead humanity during peacetime… even though she didn't want to do so. With one last look at Gwen, Soron left the complex with Kevin and Tetrax behind him. As soon as they had arrived at the outside, Soron pulled up his Megatrix and pressed on it. As soon as he did that, a hologram of an alien appeared. He turned the dial till he found the right one before pressing down on it. Suddenly, he was enveloped in golden light. When the light had ebbed, in Soron's place was a gigantic machine that was colored black with white highlights. On its chest was the golden Megatrix emblem and its eyes were golden as well. He looked Starscream from Transformers: Prime but was buffer and looked more like Optimus Prime. Only aspects of Starscream were the wings.

"Aerobot!" Soron said quietly before he transformed into a spaceship that looked like it could've belonged in the Destiny games. It also had a cargo bay/passenger area.

Tetrax and Kevin hurried into Aerobot as soon as the ramp lowered. Once they were in, the ramp closed and the ship floated up into the air before speeding up. As it did so, it activated a series of stealth mechanics. The first one being active-camouflage which made them invisible to the naked eye. As well as some jammers that made them invisible to radar, sonar, heat sensors, motion sensors, etc. It took them about five minutes to reach where Vilgax's palace was. In fact, the palace was in the sky above the planet with high tech everything. Defense shields, turrets, and even a ginormous laser that can destroy an entire continent when charged high enough.

"We should just go in there and attack head on," Kevin grumbled in the passenger area, "this stealth tactic is for pussies."

"That would be suicide," Tetrax said narrowing a crystal eye at him.

"Prepare for drop," Aerobot said to them from the internal speakers, "We've arrived."

At that, Kevin grinned and unbuckled himself. Tetrax did the same, minus the grinning. Tetrax also formed his helmet and the small red upside down triangle glowed indicating the helmet had turned on.

"3," Aerobot said as one red light turned green.

"2," Aerobot continued as another turned green while the ramp extended.

"1," Aerobot finished as the final light turned green, "You are clear to drop."

At that, Kevin leapt out of the ship wearing a jetpack and flew down to the city with nat far behind. Aerobot closed the ramp before he angled towards the city and flew down fast. Right before he reached the city, he transformed and pressed the Megatrix symbol. With a flash of gold, a blue moth-like alien with the golden megatrix and golden eyes took his place.

"Big Chill!" the alien said eerily. He then quietly flew down to the city where he met with Kevin and Tetrax. As soon as he landed, his four wings wrapped around him forming a cloak.

"Tetrax," Big chill said to the bounty hunter, "you go set the sky palace to explode. Kevin, you cause a distraction. That will allow me to attack Vilgax with his attention otherwise."

"Good luck," Tetrax said through his external speakers. He then hurried off to do his task. Kevin also grinned before he went to cause as much of a distraction as possible. Big Chill on the other hand, he slapped his Megatrix symbol and a golden flash enveloped him a third time that evening.

"ChamAlien!" Soron said when the golden light had ebbed. In his place stood a lizard like creature with three eyes in different colors. The right eye was blue, the left eye was red, and the middle eye was gold. It also had a fin on its head. He then became invisible and hurried through out the place while sticking to the shadows as to prevent himself from being seen since his shadow can still be seen even though he's invisible. Knowing Vilgax, the despot was probably either in a prison area torturing someone, throne room feeling all high and mighty, or in the war room. He wasn't in the former or the latter when ChamAlien checked. However, he was in the throne room… with a bunch of human women with collars on their necks, and shackles on both their wrists and ankles. Not only that, but the women were completely nude. One of the women was busy in between Vilgax's legs bobbing her head up and down. ChamAlien didn't need to see it to know what she was doing… and the imagery that went through his mind was disgusting. As he climbed to the ceiling he waited for Kevin to begin his distraction. Suddenly, vilgax perked is octopus-like face up and looked into a security footage. Kevin had absorbed some kind of metal and was busy slicing robots to pieces.

"The Osmosian," Vilgax said thoughtfully before he looked around looking for any other intruders. When he didn't see any, he touched his chin with one hand before pressing a button on the throne activating a com device.

"The Osmosian friend of late Tennyson is here," Vilgax said into it, "I suggest you keep an eye out for more of the so-called 'resistance.'"

"Yes sir," a voice on the other end said before Vilgax ended the call.

Vilgax looked at the woman that was sucking him off before he grabbed her by the head and picked her up to stare into her eyes.

"You've lost your appeal," Vilgax said, "you know what this means."

"Yes, master Vilgax," the woman said with obvious excitement, "It means I get to feel the wonderful pain of my head being crushed!"

Vilgax sneered evilly before he grabbed her by the base of her neck before ripping her head clean off causing her pain. Funnily enough, she had an expression of immense pleasure and even squirted out female jizz from her pussy before she died. Once the woman was dead, Vilgax tossed the head and the headless corpse to the ground before he stood up and a tentacle slithered back into his armor… Soron gained a look of disgust when he saw that.

"Enjoy your dinner, slaves," Vilgax said as he headed to the door.

To Soron's shock the remaining nude women rushed to the dead woman's headless corpse and began tearing into it. It became evident that the women were no longer human and were animals that desired only to please Vilgax in every way and to die painfully. Soron was unable to keep himself from attacking vilgax anymore. He dropped from the ground slapping the Megatrix symbol as he did. Once he landed, in his place was a red alien with four golden eyes and four arms.

"Four-Arms!" Soron yelled before he leapt at Vilgax with two fists cocked back in the attempt to punch him. What happened couldn't have been further from the truth. Instead of attacking Vilgax, the despot grabbed Soron with his left arm by the chest before throwing him out of the throne room and down the hall.

"Tennyson," Vilgax snarled, "Even in death, you don't know when to give up."

"You're going down squidface!" Four-Arms yelled as he balled his fists.

"Actually," Vilgax said as he held up his omnitrix, "i think it's time I rise. It's dominating time."

He then pressed it and a hologram appeared. He turned the dial a few times before he selected an alien and pressed down on the Omnitrix. An emerald flare enveloped him, and when it had ebbed a gigantic dino-like alien was in his place. It was extremely disgusting though, because it looked like a t-rex and an octopus had really aggressive hate-fucking session and produced a grotesque baby.

"You won't win against me," sneered Vilgax.

"We'll see about that," four-arms said before he slapped his Megatrix symbol and after a golden flash enveloped him four spikes protruded from the emblem and he grew taller. His arms got buffer, his skin changed to a dark blue color, and bones protruded from his knuckles, elbows, shoulders, knees, and feet. He was a basically a giant blue hybrid of Doomsday and Four-Arms.

"Ultimate Four-Arms!" Soron yelled.

He then charged at Vilgax with his two fists cocked back while Vilgax did the same with his one arm that happened to have tentacle-like bulges on his arm. When, UFA and Vilgax reached eachother a shockwave could be heard throughout the sky-palace and they were forced back a few steps. Vilgax then kicked at UFA, but unfortunately his legs were too small and fell short. However, UFA took that as his chance and grabbed the foot. He proceeded to swing vilgax over him and onto the ground. He then grabbed Vilgax's tail and began swinging the despot around and around. Once UFA felt that there was enough momentum, he let go of Vilgax allowing him to go flying through roof and a fair amount of distance from the main building in the sky palace. UFA quickly leapt out of the hole and continued jumping till he reached vilgax. Unfortunately, vilgax was ready and grabbed UFA. He began pulling hard on UFA in order to rip him to pieces. However, UFA slapping the Megatrix and another golden light enveloped him. This time he was the normal version of Humungousaur.

"Humungousaur!" Soron yelled before he used his feet to kick at Vilgax knocking himself free from Vilgax who stumbled backward.

"You will never be able to beat anyone using that stolen Omnitrix," Humungousaur snarled as he punched a fist into his hand, "and now I'm going to show you what a true omnitrix bearer can do."

He then punched at Vilgax, but Vilgax was ready and grabbed Sorons fist and forced it behind Soron's back. Vilgax then pulled upward on the arm causing Soron immense pain.

"I may not be as experienced as you are with this device, Tennyson," Vilgax snarled, "but i don't need to when I have years of experience behind me while you have only had how many? Five? Seven?"

"You talk to much," soron snarled as he rammed the back of his head into vilgax's face knocking him back. As Vilgax stumbled again, Soron massaged his arm while turning around to glare at his enemy.

"The self destruct is ready," Tetrax said through the Megatrix's com system.

"Set it off," Soron replied as he prepared to fight. Unfortunately, Vilgax was sick of fighting in the form he was in and wanted to crush "Tennyson" quickly. With that running through his fishy head, he grew in size allowing fins to grow from his back and snake like fangs to grow in his mouth.

"That is so gross," Soron said revolted before he also grew allowing spikes or ridges or whatever they were called to grow from the top of his head all the way to the end of his tail.

However, before either could make another move the sky-palace rocked as the engines keeping the sky-palace up began exploding. Vilgax used that to his advantage and ran at Soron delivering a powerful right hook to his face. Soron was knocked back and was unable to counter Vilgax's next attacks. He was knocked back until he reached the edge of the sky-palace. Soron knew he wouldn't be able to dodge Vilgax's next attack, so when Vilgax punched at him again he grabbed the despot's arm and pulled allowing them both to fall off of the sky-palace towards the ground below. They punched each other while they fell again and again. They kept that up until Vilgax managed to snap Soron's right arm. Soron knew he wasn't going to be able to win while Vilgax was in use of two arms and happened to be in his fishy dino form. With that in mind he pressed Vilgax's omnitrix and an emerald light enveloped the conqueror. Once the light had ebbed, vilgax was in his normal form. Soron proceeded to punch Vilgax hard with his left fist which sent Vilgax flying to the ground below where he created quite a large crater. However, Vilgax survived that. Of course, he was unable to react quickly enough when Soron landed on top of him. Soron's impact created a massive crater that was large enough to hold the sky-palace inside it. Soron's current form was highly durable so he survived the impact. Unfortunately, still was affected by it. His legs were no longer steady as he stood up. They wobbled like crazy, but he managed to get to the ledge and climb out of the crater. Once he did so, he rolled onto his back and stared at the sky at the sky-palace that was descended fast. Soron slapped his maegatrix again, and now he was in the form of a green plant creature with a black face and golden eyes. His head had petals that were shaped like fire.

"Swampfire!" Soron yelled nasally. He just laid there as this form's natural regenerative ability began fixing all the damage he had. His arm was fixed, legs no longer wobbly, and his cuts and bruises got healed up. Once it was finished he stood up. Unfortunately, it was just in time to get punched in the face by Vilgax who had made it out of the crater. Vilgax's punch sent Swampfire flying through the air before falling on the ground. He got back to his feet as his regenerative power healed him again while he glared at Vilgax.

"You disabled the omnitrix!" Vilgax raged, "I will kill you for rendering the most powerful weapon in the universe useless!"

Then the crimson metal objects in his arms that poked out of them sunk in which caused his muscles to grow exponentially before he ran at Soron. Soron widened his eyes before he threw fireballs at Vilgax. Unfortunately, Vilgax was too strong to be taken down by fireballs like those. Soron was unable to react again as Vilgax punched him hard enough to send Soron flying into the air before falling back down towards Vilgax. Vilgax grabbed Soron by the leg when he got close enough and slammed Soron into the ground on each side multiple times before throwing him to the ground away from him. As soon as Swampfire had heales as much as it could, the Megatrix began flashing silver as it beeped. Suddenly, a silver flash enveloped Swampfire. Vilgax widened his eyes when he saw who was really fighting him before he sneered at the fact that he did indeed kille Ben Tennyson. However, his sneer was replaced by a snarl at the fact that some stranger had almost managed to take him out in the first fight… as well as disabling the omnitrix in the process.

"I will crush you!" Vilgax yelled. However, before he could get any closer some green crystals fired into his feet causing him to stumble and fall from the pain. Soron looked up and saw Tetrax flying down towards them with a jetpack.

"Go," Tetrax said as he formed crystal blades out of his arms, "you are in no shape to fight Vilgax anymore."

"Tetrax," Vilgax snarled as he pulled the crystals out of his feet. Once he was finished, he glared at Tetrax with murderous intention. He and the bounty hunter then charged each other with each cocking back a fist. Vilgax dodged Tetrax's strike and grabbed him. He proceeded to use all his strength to tear Tetrax in half before running at Soron.

Soron snarled before looked at his Magatrix which had thankfully became gold again. He didn't even bother scrolling through the aliens once he activated it. He slapped the Megatrix and the next second later he was enveloped in golden light. Once that ebbed, he was clothed in the same blur outfit from Smallville Season 9. However, instead of an s-shield there was the golden Megatrix symbol.

"Krypto-man!" Soron yelled just as Vilgax reached him. Soron held up a hand and caught Vilgax's fist in his own.

"What?!" Vilgax exclaimed, "this is impossible! How are you doing this?!"

"I am the man of steel," Krypto-man said as he got to his feet pushing vilgax back in the process.

"This is for Tetrax!" Krypto-man said as he punched Vilgax's wrist shattering it.

"This is for Azmuth!" Krypto-man continued as he fired heat vision into Vilgax's right leg causing the despot to fall to his knees while crying out in pain.

"This is for Ben Tennyson!" Soron shouted as he kicked Vilgax onto his back.

"This is for humanity, and most of all… Sara!" Soron finished as he knelt down and punched on Vilgax's face. He continued punching Vilgax again, and again, and again. He was about to deliver the killing blow, but then stopped once he remembered that he had created the Megatrix in a way that would honor Ben Tennyson. He know that Ben hated killing, and would never kill his enemies. Soron lowered his fist and stood up.

"I don't have to kill you to beat you," Soron said, "you're finished."

He suddenly heard a terrifying sound and saw the sky-palace not too far above him. He had not time to get out of there, so he closed his eyes and sent a message to Gwen through his megatrix once he had transformed back to normal. The message was as follows:

I'm sorry I couldn't keep my promise and survive, but know that I will always be there in your heart. As long as you remember me, my soul lives on. Keep me alive that way, and stay kind no matter how hard things get. Remember that I love you Gwen. Live long and prosper.

As soon as his message was sent the sky-palace crashed down on top of him and Vilgax. However what was odd was that Soron felt fine. When he opened his eyes, he found himself in the middle of a forest. Suddenly, his Megatrix beeped which indicated he had a message. When he pressed the hourglass symbol a hologram appeared. Soron widened his eyes when he saw who it was. It was Professor Paradox!

"I'm pretty sure you're wondering where you are right now," Professor Paradox's message said, "well, to be honest I have no idea. I shouldn't have done so, but you're so young. You have much more life to live, and so much more good you can accomplish. According to the timeline, you died taking Vilgax along with you. You became a hero equal to Ben Tennyson in the world's eyes. Gwen Tennyson becomes her own legend and leads humanity in a way that honors the both of you. Your daughter even becomes important, but mostly on the science aspect of being famous. Your old life in this reality may be over, but the one you're in now… well it's just beginning. Make friends, fall in love, and in general? Live a good life. Good bye."

Soron's eye twitched a few times as the hologram flickered away before he breathed in deeply.

"PARADOX!" Soron yelled angrily, "YOU SON OF A BITCH!"

A few minutes later…

Soron had calmed down from his anger concerning the fact that Paradox had basically exiled him to who knows where. With a sigh, he massaged his face before he actually looked around himself to get an idea of his surroundings. Yep. It was definitely a forest… without any clear way of going. He sighed again before he picked up a random stick and tossed it into the air. He kept his eyes on it, and when he saw that it headed towards the left, he went that way. It was a quiet walk through the forest, but that didn't do any good for his mood. Especially, since he was going over the events beginning with Ben's demise all the way till today… although he did exclude one particular day. The more time he had to think, the broodier he got. He was so deep in thought, he didn't notice a figure in his way. The result was… BONK! He backed up suddenly as he held his aching nose. He looked up to see a giant figure wearing a grey long coat over a black shirt that was unbuttoned partway to show his chest hair. The figure had cold calculating yellow eyes and around his neck was a strange kind of necklace.

"What do we have here?" asked the figure in a booming voice, "another ant for me to squash?"

"Nonononono," Soron said placatingly, "no need to squish me! I was just passing by minding my own business and-"

"Doesn't matter," the figure said as his form suddenly bulged and he was replaced by an even taller looking being. It looked as tall as the Hulk in everything Marvel related, "You saw my face, and that means you have to die."

"Isn't that a bit extreme?" Soron sweat dropped. Suddenly, the giant moved impossibly fast for its size and punched down at him. Soron quickly rolled out of the way and activated his Megatrix.

"I think it's time you pick on someone your own size," Soron said as he selected an alien to use. He then slapped down on the Megatrix and a golden light enveloped him making the giant cover his eyes. When the light had ebbed a creature that looked like an insect had replaced Soron. It had four eyes on stalks that were connected to the sides of his head, jagged-ish looking wings, two arms with three clawed fingers, four insect like legs, a tail with a sharp pointy end. On it's black head was the golden Megatrix symbol.

"Stinkfly?" the creature said to itself in shock, "Oh come on! I was going for Humungousaur! Nevermind, this'll do."

At that, Stinkfly flapped its wings quickly and flew up into the air. The giant got over the shock of the sudden change and moved its arms in a clapping motion. However, Stinkfly was too fast for it. Suddenly, Stinkfly shot some gunk out of its eyes right into the giant's face forcing it to stumble back as it moved a hand up to try and remove it.

"Looks like you need to see a doctor," Stinkfly taunted, "you appear to have acquired a stinky affliction."

The giant ripped the gunk of its face and glared at the bug.

"I think it's time I teach you a lesson!" the giant said as it moved its arms back.

"Oh phooey," Stinkfly said as he began backing up quickly, "it appears the only affliction this giant has is the stink eye."

As soon as he finished his sentence, the giant slammed its hands together sending Stinkfly flying back through the air into a tree. He then fell down hitting every branch and breaking some of them as he went. As soon as he managed to get back onto his feet the giant had reached him.

"Time to die little bug," the giant said as it raised a leg intending to squash Stinkfly.

"You sacrificed sure footing for a killing stroke," Stinkfly said remembering a scene from a movie he watched a while ago.

"What?" the giant asked confused and skeptical.

"Let me show you," Stinkfly said before he shot out his rather gunky and long tongue and wrapped it around the ankle attached to the foot on the ground.

He then wrenched back with his head causing the giant to slip and fall down onto his back banging his head into the ground and destroying some trees. Before the giant could recover, Stinkfly flew back up into the air and began tying him up with his eye gunk blasts. As soon as he had finished he landed back down on the ground and slapped the Megatrix symbol on his head. In a golden flash, he was back to being Soron. Soron stood there with his hands on his hips as he stared down at the giant.

"This has got to be a new record," Soron said to himself, "taking down a big guy like him with only Stinkfly? Sweet."

Suddenly, he heard the sound of voices coming from nearby. He looked around for a place to hide in case they were hostile like this guy. Unfortunately, he didn't see a good hiding spot. With a sigh, he activated his Megatrix again and another golden flash enveloped him. This time, a huge bipedal leafless tree with arms, two eyes, a mouth, and the Megatrix symbol located on his chest took Soron's place.

"Groot!" the tree said before he tiptoed to the side out of the giant's sight and morphed his figure to look like a tree. He closed his eyes as well so they wouldn't see something odd about the tree he disguised himself as.

Nearby in the forest…

A pink haired kid wearing a black vest with gold lining, a scale patterned white scarf, shorts tied at the knees, and shoes walked through the forest with a small blue cat with white wings protruding from his back flying next to his head. The cat also had a green napsack tied around its neck. Next to them was a busty blonde with a ponytail tied at the right side of her head wore wa white sleeveless shirt with blue highlights and formed a cross at the middle where it was buttoned. It also happened to be unbuttoned enough to allow people to see her cleavage without being too daring. She had a blue skirt with a red belt, and a key ring with strange looking gold and silver keys on them. She also wore knee high boots.

"We've been walking for miles Natsu!" the blonde complained, "and we haven't eaten either!"

"Maybe this means you'll lose some weight this time Lucy!" the blue cat surprisingly said.

"Shut up," Lucy shouted, "yah stupid cat!"

"Ah man!" Natsu said as he stopped walking when he saw the downed giant had had changed back to normal as an attempt to free himself from the gunk… it didn't work.

"What is it Natsu?" Lucy asked as she followed his line of sight.

"Somebody already took this guy down!" Natsu complained, "Now I won't be able to kick his ass!"

"That's what you're upset about?" Lucy sweat dropped before she thought, I really needed the reward for taking this guy down. Now how am I going to pay my rent?!"

"Hey!" Natsu said with a grin as he came up with an idea, "I know! I'm gonna set that guy free and then fight him!"

"Aye sir!" the cat replied as it watched Natsu running towards the giant with a flaming fist. Lucy on the other hand groaned at how stupid Natsu was being, but she knew that Natsu's stupidity was backed up by his stubbornness. There was no way of talking him out of it.

However, before he could make it to the giant some random bandits appeared in front of him and the giant. One of the bandits slashed at Natsu just as he leapt back and out of the way.

"We'll have you free of this gunk soon boss!" said one of the bandits that was busy hacking at Stinkfly's gunk.

"What shall we do with the pink haired kid, the flying cat, and the blonde girl?" asked another that had a spear at the ready as he glared at Natsu, Lucy, and the blue cat.

"Kill all of them," the giant said as he pulled on the gunk with all his strength to help quicken his escape from the gunk, "but leave the girl alive. I am in need of a new slave-wife after all."

Lucy panicked at that and hid behind Natsu in fear. Natsu on the other hand glared at the giant.

"You're not taking Lucy!" Natsu shouted, "She's a member of Fairy Tail, and we look after our own!"

"Fairy Tail?" the bandits said confused until the giant laughed at Natsu's words. Suddenly, he was free and sneered at Natsu, Lucy, and the cat while he got back on his feet.

"I never thought I'd get the chance to kill a Fairy Tail wizard!" the giant cackled before his expression grew serious, "leave the pink kid and his cat to me."

He then grew back into his monstrous form and roared loudly before running at Natsu. Natsu engulfed his right fist in flames as he charged at the giant before leaping up.

"Fire Dragon Iron Fist!" Natsu yelled as he punched the giant hard knocking him back a few steps. As Natsu fought the giant, Lucy began backing up in fear as the bandits hurried towards her. She then remembered that she was also a wizard and face-palmed. She quickly pulled out a golden key from her keyring and sliced through the air.

"Open, Gate of the Golden Bull: Taurus!" Lucy yelled and with the sound of a bell, a humanoid cow appeared with a double-sided axe sheathed on his back. He had the black and white colors of a cliche cow and also had the horns of a bull. Around his neck was a cowbell and in his nose was a ring.

"MooooooOOOO!" the cow-man said before looking at Lucy with hearts in his eyes.

"They're trying to enslave me into being the giant guy's wife! Take them down!" Lucy said pointing at the bandits that were closing in.

"You got it miss Luuuuucy!" the cow-man said as he pulled out his axe and slashed down at the ground sending a shockwave towards the bandits. The attack did take out a fair amount of them, but several were still standing.

"Nobody is gonna touch my master's rockin' bod except me!" the cow-man declared as he bashed a bandit in the head with the butt of his axe.

Soron opened his eyes and widened at everything he saw. His mind then put what he heard, next to what he saw and understood the prior dialogues he was confused on. However, what caught his attention was that the pink haired guy was getting his ass handed to him. While he was holding his own, he wasn't making any progress in taking down the giant. He was never really a hero, but he didn't like what he heard concerning the giant and the blonde girl. Slavery was a big "NO" in his book. That's why he morphed back to the bipedal leafless tree form and stomped towards the giant clenching his fist. The giant was currently in the process of squeezing Natsu like a grape with the intent to kill.

"I. AM. GROOT!" Soron yelled as he punched the giant hard sending him knocking into the forest. That caused the giant to let go of Natsu who immediately fell back to the ground. Everyone stopped what they were doing and widened their eyes at Groot. When Soron looked at the remaining conscious bandits, they immediately dropped their weapons and ran screaming themselves mute from the area. However, the fight wasn't over as the giant got itself back to his feet.

"You threatened to take Lucy for your own against her will!" Natsu yelled at the giant furiously, "and now you're going to burn!"

"You're nothing," the giant sneered as he looked at Natsu evilly, "your previous attacks were pitiful. An annoyance at best. I doubt there's anything you can do to me."

Natsu took a firm stance and proceeded puff out his cheeks far more than should be possible. Soron widened his eyes when he saw that.

"Fire Dragon…" Natsu yelled as he placed his hands over his mouth like a trumpeter would, "Roooaaaar!"

Suddenly, a torrent of flames whooshed out of his mouth at the giant much to the latter's shock. The giant widened his eyes as he held up his arms to block the attack. Unfortunately for him, the attack was too powerful and he screamed out in pain. When the flames had vanished the giant was all charcoaled and burned on the ground unconscious and back to his normal size. However, he was still alive much to Soron's surprise. He then looked at the pink haired kid and saw a toothy grin on the kid's face.

"Thanks for the save…" Natsu said with his grin fading realizing he didn't know who Soron was.

"I am Groot," Soron said introducing himself.

"Okay Groot," Natsu said grinning, "you're one heck of a strong whatever-you-are."

"I am Groot," Soron replied in agreement.

"Yeah," Natsu said with his grin fading, "you already said that…"

"Natsu!" Lucy said as she arrived at his location and looked into the part of the forest the giant was in. right next to her was the flying blue cat, and not far behind her was the cow-man… who was staring at Lucy's rear end with hearts in his eyes.

"What?" Natsu said turning towards Lucy annoyed that she was interrupting his conversation with Groot.

"You set the forest on fire!" Lucy exclaimed in horror and anger as she pointed at the forest the giant was in.

"Oh, heh heh," Natsu said scratching his neck, "whoops."

"Who's the tree guy Natsu?" the cat asked as he flew up to the side of Natsu's head.

"This is Groot," Natsu said pointing at Groot, "and I don't think he's all that bright."

"Natsu!" Lucy exclaimed, "he's standing right there!"

Groot sighed remembering that nobody can understand him when his in the form of Groot. He then slapped the Megatrix symbol and in a flash of gold he was once again Soron. Natsu, Lucy, and the blue cat all stared wide-eyed with their jaws dropped at the sight.

"Sorry," soron said sheepishly, "I kinda forgot that nobody can understand Groot."

"How… where… what…" Lucy said confused.

"You're wondering how the tree guy became me?" Soron asked already knowing the answer. However, he waited politely as all three nodded their heads in unison.

Soron looked around at the bandits as he debated whether or not to tell them. He decided he wasn't going to do so here if he was going to at all. After all, he doesn't want people to know how he does what he does. Last time he explained how he did what he did… something bad happened later that day. The day he swore to never repeat, and did his best to forget.

"Maybe some time later in the future," Soron said as he turned around and headed off, "Cya."

"Hey!" Lucy said running up to him after she shook herself out of her shock, "you can't keep us hanging!"

"Yeah!" Natsu agreed also shaking himself free of shock, "Besides you helped take down smoky over there! You deserve part of the reward for taking him down!"

"Natsu," the cat sighed, "you don't smoke meat with fire. You do it with smoke."

Natsu, of course, ignored him and walked up to Soron who had stopped when he heard "reward."

i apologize for the cannibalism scene and the others next to that. I don't approve of cannibalism, murdering women, and the like. i only put that stuff, because it seemed like a thing a tyrannic despot conqueror would do. also, even a tyrannic despot conqueror has "needs." also, i am honestly unsure how old gwen and kevin should be by the time this chapter takes place. with that in mind, let's assume that gwen's 19 years old. one more thing. i added a custom ultimate form for four arms cause A) it was the only way soron was going to be able to begin fight vilgax that had an active omnitrix using the dino alien form and B) i haven't watched omniverse so i don't know the canon ultimate form if there is one. as for Vilgax's dino alien form's appearance? i figured why not make it look as ugly outside as vilgax is on the inside. kinda like the concept from Jim Carry's "The Mask." the whole evil made evident dealio.