Author's Notes:

Fellow to all True Ben 10 Fans and Allies, it is time to witness and read the new and improve version of Omniverse. Or should I say - Reboot of Omniverse! I assure you all that I will not make this series too stupid and too comedic as Derrick J. Wyatt has done to the fourth series. This is the true sequel to the Ultimate Alien.

If any of you ask about heroes, allies, villains and aliens appeared from the original version of Omniverse; the very useless and undeveloped characters will be disposed or retconned into better one especially previous characters.

Now let us begin!

ARC ONE: HERO TO ZERO

Episode 1: Malfunction

Two years has passed since the day Ben Tennyson has found the Omnitrix, he can turn into any kind of aliens and do heroic and good deeds such as saving the day, rescuing people and beating bad guys too. However, he wasn't alone during his summer vacation. His experienced and veteran hero grandfather - Max Tennyson and his smart yet mystic cousin - Gwen Tennyson were there to help and guide him to be a true hero. True indeed. He truly matured and grown up well...

"BEN!"

Well... Almost...

April 2007...

"BENJAMIN KIRBY TENNYSON! YOU STOP THIS AT ONCE, YOUNG MAN!"

"Catch me if you can, grandpa!"

Walking downtown of Bellwood, Max and Gwen were chasing after Ben in the form of speed alien - XLR8. However, the Kineceleran was too fast for them to catch up. They both breathed and panted heavily as they took a break.

Gwen groaned, "Ben! I'm gonna kill you for ruin my relaxation especially I finally get a good spa!"

"Not my problem!" XLR8 exclaimed in amusement as he appeared behind of her. He pushed her off, "And besides, that spa is so boring! Can't we do something more awesome and fun?"

Max sighed in annoyance, "Ben, we are here for relaxation, not causing troubles." He scoffed, "And you're lucky that your dad hasn't grounded you after two stunts you pulled!"

"It wasn't my fault! It was Gwen's for screwing my watch!" Ben groaned in anger, causing Gwen groaned in annoyance at him. He scoffed, "Plus, Vilgax attacked me and my dad! And I was forced to go alien and fight with Vilgax. Everyone saw it! Not complaining, but I deserve some credits and respect for saving day."

"Like I said, 'lucky'." Max remarked while shaking his head, "Thanks to the Plumbers, they managed to put a blind sight on other states while Bellwood is willing to keep everything a secret since an old friend of mine is mayor."

Gwen nodded, "And another thing, you were got in my way when we were battling with Super Tank!"

"I could have taken it!" Ben exclaimed in anger.

"No! I could have because I'm more cautious and careful than you are!"

"Yeah! A nerd like you couldn't do it right for putting me in detention and get mom and dad ground me! And of course, my watch gone haywire - turned almost my mom, dad and even Azmuth into wild and crazy alien and got his dad went crazy and almost killed me!"

"Hey! How should I know that my magic damaged the watch?! Magic shouldn't put a dense on alien technology like Omnitrix!"

"Well, it did. Thanks to you! It's your fault!"

"It's not!"

"It is! Admit it! I was right and you're wrong!"

"Will you two knock it off?!" Max exclaimed in annoyance and anger. Ben and Gwen turned and looked at him. He sighed while rubbing his head gently, "You two are giving me a headache. I thought last two years of summer vacation have taught you to be more responsible and mature. I guess not."

"So, what are we gonna do, grandpa?" Gwen asked, "I can't stand with Ben becoming any alien he wants! Remember the last time, he done this?"

"Don't remind me." Max said in annoyance. He sighed, "And this time, Azmuth is gonna answer my appointment whether he likes it or not."

XLR8 scoffed, "Why bother him? I'm pretty sure he's busy. He wouldn't mind me do whatever I want."

"Not this time," Max remarked in anger.

Azmuth's Science Lab, Galvan Prime,

Within his huge modern and advanced lab, Azmuth and his two assistants - Myaxx and Albedo were working on strange black pyramid-like with green circuit patterns. They were testing and checking on the technology's function until they heard some shouts from other Galvans especially an old and grumpy's voice.

"Azmuth! You've gotta do something about Ben!"

Both Myaxx and Albedo turned to their back and found Max entered through the door. A few of Galvans were trying to push or pull him away from the lab.

"Why am I not surprise?" Azmuth remarked in annoyance. He continued checking on Galvan Pad, "As you can see, I exceedingly busy." He turned to Albedo, "Albedo, modify power cycle."

Albedo nodded as he turned and checked on his pad. Myaxx turned and looked at her boss.

"If I were you, Azmuth, I'd take care of it now before more problems pouring in." Myaxx suggested dryly, "Besides, you postpone the appointment with Max too many times."

Albedo scoffed as he turned and glared at Myaxx, "First Thinker Azmuth is very busy with the project. Accept it."

"Accept this!" Max exclaimed in annoyance as he approached both Galvans and Chimera Sui Generis. Albedo was frightened by his giant appearance while Myaxx remained calm since she is taller than Max. He continued, "One of you is helping me with Ben Situation now.

Azmuth scoffed while gestured 'forget it' hand, "Low priority. Come back in two years."

Myaxx sighed as she turned and looked at Max, "Alright, Tennyson, what did Ben do this time?"

And just before Max could explain, something budged in and went around of the lab while shouting happily and excitingly. This annoyed Max while surprised Myaxx.

"Wow! Cool! What's this?! What's that! Wow, it's heavy!"

Max sighed in annoyance as he turned and found Gwen entered the lab. He groaned in disappointment was he had his hand on forehead while shaken it.

"Don't look at me, grandpa! Ben wouldn't listen, as usual," Gwen complained in annoyance, "He keep insisting like 'I wanna see a lab! I wanna see a lab now'!"

Myaxx hummed thoughtfully while looking at XLR8 running around the lab. She turned to Max and asked, "So, how long has he been in Kineceleran form? He should have timeout by now."

"That's the problem," Max complained in annoyance and anger, "The Omnitrix is malfunctioning! And no, he did not activate the Master Control again. Ben has been trapped in different alien for almost a week! I haven't slept for a week! I was surprise that my son wasn't here to see how trouble Ben is when he's in alien."

"Wanna me deal with this, boss?" Myaxx asked curiously.

"No, Myaxx. That is hardly difficult priority to deal with now," Azmuth rebuffed calmly and firmly. A sudden explosion occurred, causing Azmuth to turn and found a giant sphere bulb-like was in damaged form while XLR8 was near to it. He gasped, "That was electric regeneration module! Ben Tennyson, I needed that!"

XLR8 chuckled uneasily, "Sorry..."

"Not so funny now, is it?" Max asked slyly yet dryly.

Azmuth sighed in annoyance, "Very well. I will deal with it."

As Azmuth approached XLR8, he muttered angrily about Ben having Omnitrix was a mistake. As he climbed on Kineceleran's body to the chest, XLR8 was tickled. Arriving at his destination, Azmuth twist and turn on the Omnitrix symbol - one left and then three right turns while shouted 'Code Omega-123', he hit on it again. it caused XLR8 to engulf in green lights.

With the alien disappeared, a 12-year-old boy stood before them. He looked annoyed and disappointed.

"Aw man..." Ben complained.

Max sighed in relief, "Thank goodness."

"It's been so long, I'd almost forgot what you look like, doofus." Gwen remarked in amusement. Ben retorted by sticking his tongue at her. She smirked slyly, "Oh! Now I recognize you."

"Well, I'm glad that's over," Max said in relief, "Anyway, thanks for the help, Azmuth. We should be leaving now."

"Not so far," Azmuth exclaimed firmly and angrily. Everyone looked at him. He continued, "If the Omnitrix malfunction like today, I have to check on it, just in case." He sighed, "I'd never understand why someone like Ben could abuse my Omnitrix for his personal gain. What a selfish and spoiled brat I ever met!"

"HEY!" Ben exclaimed in annoyance of being offended, "I help people too, you know!"

Gwen scoffed, "When you're not being selfish and spoiled as Azmuth put it about you."

"Very funny, Gwen..."

"Alright, kids. Enough with your petty argument," Max said in annoyance yet calmly. He turned to Azmuth, "So, how long does fixing glitches takes?"

"It will take a while," Azmuth said calmly, "Just making sure that Omnitrix function well while not glitching too many times especially trying to access Master Control and Randomness Mode. There's no telling what kind of damages Ben could inflicted."

Ben groaned, "Oh, sure. Blame the kid for messing a watch when he was just having fun for a while. Seriously, don't I get the vacay for once?"

"At least, you didn't activate SDM again," Myaxx remarked sarcastically.

"Don't remind me." The Tennysons said in annoyance.

"Anyway, follow me now," Azmuth said calmly. He turned to Albedo and Myaax, "Albedo and Myaxx, prepare my tools now."

Albedo and Myaxx nodded in understanding as they headed off in making preparation of tools. Azmuth led the Tennyson Family into the chamber. Nothing could gone wrong. Or so to say...

At small swamp area, two Galvan Troopers were patrolling and guarding the outpost. They were chatting with each other about the joke they make. Suddenly, they heard some explosion noise. They looked up and found a burning form of strange object. In high speed, it was heading straight towards the swamp.

SPLASH! The meteor hit on the swamp hard. Galvan Troopers looked suspicious and concern. They looked at each other for the moment. They nodded in agreement. They activated their jetpacks as they headed straight to the area. They then found a meteor on the swamp.

And just before the troopers could react, it cracked and shattered to pieces. It revealed the form of Mechamorph, Upgrade's species but with yellow colored patterns and it is very broken and skinny. He breathed and coughed heavily and wheezily like he was sick.

"What the-?!" Galvan Trooper #1 asked in shock, "A Mechamorph?! What the hell is it doing here?!"

"Who cares?! It's trespassing our home without authorization codes!" Galvan Trooper #2 snarled. He approached as he put 'stop' gesture, "Hold it right there, Mechamorph Subspecies! You are forbidden from entering the city! You're to stay on Galvan B until-!"

"Quiet!" The Mechamorph exclaimed in anger as he quickly grabbed the Galvan Trooper #2 in his tight grip. He snarled in anger while glared at the trooper, "Do not interfere! I'm here for Azmuth! And never call me that again!"

Through his ability, the mysterious Mechamorph absorbed Galvan Trooper #2's jetpack while his back slowly morphed his own technology. With it completed, he dropped the trooper down before he lifted off to the sky. Galvan Trooper #1 quivered in shock and fear briefly. He shook his head before activated his com-link.

"Command! This is Gamma Outpost Patrol! Mechamorph's approaching to capital city! I repeat! Code Red! High Alert! And get me a medic now!"

The broken Mechamorph snarled in anger as he was flying straight to Galvan's Capital City. And one word he screeched and screamed in anger.

"Azzzzmmmmmmmutttttthhhhhh!"

SCREAM! Almost everyone covered and blocked their ears from the scream, while glaring and looking at Ben, who was lying down on the patient chair.

"Benjamin!" Max screamed in annoyance. Ben stopped at once before looking at him. He sighed, "Knock it off! Azmuth hasn't even started."

Azmuth nodded as he held an advanced screwdriver-like, "In fact, I was merely unscrewing it, so I can analyze and check its system, so it doesn't malfunction again. And I'm not a surgeon, so you don't have to scream like you were bleeding from inside."

"Yeah. Way to go with your drama, Tennyson," Gwen remarked in amusement.

Ben grunted, "Shut up, Gwendolyn..."

"Is Azmuth serious about letting this brat using Omnitrix?" Albedo asked Myaxx. She shrugged. He scoffed proudly, "I could done better than he is."

Myaxx rebuffed, "I wouldn't bet on it, Albedo. There's more to this kid than meets the eye."

"CODE RED! I REPEAT CODE RED! MECHAMORPH INVADING CAPITAL CITY! WE'RE UNDER ATTACK!"

Azmuth gasped in shock as he dropped his screwdriver down, "Oh no! Not now!"

"What's going on?" Max demanded.

"No time! I have to stop him now," Azmuth exclaimed in concern. He turned to Myaxx and Albedo, "Myaxx and Albedo, continue your work! I'll try to hold him off." He turned to Tennysons, "As for you three, stay here and stay out of the fight. This is my problem. I have to deal with it before he could cause the damages..."

"What?! Are you kidding me?!" Ben asked in annoyance and disappointment, "I'm not gonna miss this one out!"

"Do as you were told!" Azmuth exclaimed in anger, "I don't have time to explain."

Azmuth headed to the lift, which led him straight to the ground floor. Both Myaxx and Albedo headed back to the lab in working on project Azmuth has been working on.

"I don't know about you, I'm not gonna sit here and do nothing," Ben said confidently and firmly.

Max nodded, "For once, I agree with you. We need to find out what problem Azmuth is dealing with now."

"And something tells me that he's gonna kill us for not listening to him," Gwen remarked uneasily.

"Not if he doesn't get himself killed," Ben said as he rotated his watch while looking at the aliens silhouettes. Found Canonbolt's, he smirked, "It's hero time!"

ROAR! The mysterious broken Mechamorph continued destroying the cities while terrifying and terrorizing the Galvan Citizens. Galvan Soldiers and their armored walking tanks were attacking him while covering the citizens' evacuation and escapes.

Though Mechamorph felt pain from the blasts and attacks, he endured it while approaching his enemies. With one swing of his claw, he repelled Galvan Troopers and their tanks away from him. They all took heavy damages and injuries. He roared in anger as he continued attacking the Galvans.

"Azmuth! Come out now!" Mechamorph exclaimed in anger, "Or I will rip your cities to pieces! I will not show them mercy!"

"Malware!" The firm yet old voice exclaimed. The broken form of Malware turned to the front. He found Azmuth standing in front of his command base and army. He narrowed his eyes firmly, "That is enough! Cease your foolishness at once! This is not the way of helping you get better!"

"Then, make me better now! I'm done waiting!" Malware groaned in anger while approaching Azmuth. Galvan Troopers and tanks approached and defended their First Thinker as they aimed their guns at the broken Mechamorph. He coughed wheezily, "You promised me an upgrade! You said you'll make me like others!"

"Your condition is complex. It's has taken more time than I anticipated to-!"

Malware interrupted angrily, "No! No more time! I have enough of your lies! Give me an upgrade now!"

"How about a knuckle-sandwich?!"

Malware looked surprise and confuse. He looked up and found Four Arms, charging while ramming him hard. Malware fell to the ground while rolling over straight to the city block. Max and Gwen arrived at the scene as well.

"Well, I was gonna use Canonbolt," Four Arms said in disappointment before smirked, ""But Fourarms is better."

"I thought I told you to stay put!" Azmuth demanded in anger, "Especially when I have yet diagnosis your Omnitrix!"

Four Arms rebuffed, "Hey, be glad that he didn't kill you."

Azmuth groaned as he gave a slap on his face, "I was trying to reason with him! This could have been avoided."

"Well, care to explain of what's going on?" Max demanded.

"I will tell you then," Malware exclaimed in anger as he got up while glaring at his enemies, "Azmuth has been denying me my upgrades for too long! I shall not be denied!"

Azmuth sighed, "Malware, please! Come to your senses! I'm putting my effort tirelessly of finding the cure! I will give it to you soon!"

"No more lies!" Malware exclaimed in anger, "I will have it, Azmuth; even if I must destroy the lives of your people for your deception!"

Four Arms rebuffed, "Not gonna happen, Mechafreak!"

Four Arms roared as he charged and slammed his right hand punch at Malware, who swiftly grabbed and held him up.

"Outta my way, you imbecile!" Malware exclaimed in anger.

Malware threw Four Arms on his left side of city block. It got destroyed. The Tetramand groaned and moaned in pain. The Malware approached and punched on Four Arms for few times by face, chest and hands. As Mechamorph continued attacking, Tertamand's smaller hands quickly grabbed both of the former's before the latter landed and slammed punches on him hard.

Four Arms got up as he charged and attacked Malware, who also fought back. Both of them continued punching and kicking at each other, as well as dodging the attacks. They both also destroyed and damaged city blocks.

"Grandpa, why is this Upgrade different?" Gwen asked in concern, "He looked very sick."

Max hummed in concern, "I wish I knew. And something tells me that this Mechamorph got some serious condition, and only Azmuth knows it."

"All will be explained, Max. I promised!" Azmuth groaned in concern while watching both Four Arms and Malware battling with each other across the city, "Albedo! Myaxx! Hurry! The city can't hold it much longer."

"Azmuth!" Myaxx called. Azmuth and two Tennysons turned to their back and found her and Albedo arriving while carrying the helix. She cried, "It's ready!"

Albedo sighed before smirked proudly, "We've been working tirelessly to create secondary helix, just to treat an inferior insect like him!"

Overheard of what Albedo has said, Malware spotted Myaxx holding the helix. He gasped in surprise before screeched wildly. He slapped Four Arms aside hard before charged and rammed through the swarms of Galvan Troopers and their armored tanks. He even pushed both Tennysons aside while punched Myaxx hard. He then grabbed and held it.

"At last! It's mine now!" Malware exclaimed in relief, "I can finally be healed!"

Albedo chuckled in amusement, "You will never be healed, fool" Malware snarled while turning and glaring at him. He gloated and boasted, "A creature of your low intellect could never understand its workings well enough to operated."

Malware roared in anger at Albedo, "Then, you will assist me, insect!"

Albedo jumped in fright. Myaxx groaned, "You just have to tick him, didn't you?"

Azmuth approached Malware and explained, "Despite Albedo's arrogance, he's right about one thing. We have yet tested the secondary helix. To use it could cause untold destruction. I need more time to test before I could help you!"

"I have enough of your lies, Azmuth!" Malware exclaimed in anger as he took the helix and put it within his body. He then grabbed and held Albedo in his tight grip, "I don't care how bad the consequence is, I will be healed!"

And just before anyone could react, Malware activated his jetpack as he flew straight up to the sky at once. And all they could do now is watch their enemy flying away. With sound of beeping, Four Arms de-transformed back to Ben.

Gwen hissed, "Malware flew off the planet. He could be anywhere! It's hopeless."

"I don't think so," Myaxx protested, "He doesn't have the Hyperspace Drive ability in his system."

Ben hummed in uncertainty, "That's good because..."

"He can't leave the Galvan Prime system yet. We still have the chance to track him." Max explained calmly and firmly, "Let's take Skipper now. Let's hope we can find him."

"We don't need to find him. I know where he is now," Azmuth explained calmly. Everyone turned and looked at him. He continued, "He's at Galvan B or known as Mechamorph's Moon Colony." The Tennysons raised their eyebrow while looking at him. He sighed, "It's a long story."

"Tell us on the way. Time is wasting," Max said firmly.

With everyone inside Max's Space Shuttle - Skipper, Tennysons and their allies blasted off to the space as they headed straight to Galvan B. Max was driving the ship while Myaxx navigate the ship. Ben, Gwen and even Azmuth sat on the backseats. The Galvan Leader began explaining about his history with Malware and Galvan B.

"Galvan B was once much like Earth's Moon; miles of dead rocks, no atmosphere, no day or night," Azmuth explained calmly.

Ben yawned in bore manner, causing Gwen to nudge him by guts for respect. Azmuth continued while recalling the event from Galvan B, more than 1,000 years ago.

[Flashback]

20,000 Years Ago,

Using his space shuttle, Azmuth and his assistants arrived on Galvan B; along with the pyramid-like Helix. As they settled down on the planet, they set the Helix up to begin their experiment of creating life on the moon.

"It was the perfect environment to conduct a planet wide experiment, a place upon which live will thrive."

As Azmuth pushed some buttons and did some turns on his volume of energy bar, he activated the Helix. The pyramid glowed in bright green as it fired its multiple rings across the planet. Its landscape slowly transformed and formed a mechanical yet organic landscape form with greenish lines and circuit, and even including forming the plants-like machines and breathable oxygen in the atmosphere.

Azmuth and his assistants were surprise and amazed by their successful experiment on Galvan B. They took their space helmets off to breathe some air. They all sighed in relief and proud. The planet is inhabitable

"The results were beyond anything I could hope for. Not only was Galvan B inhabitable, but there was unforeseen consequences."

As Azmuth and his colleagues began cutting down the tree-like machine, it reacted by capturing and absorbing the cutters into it. They slowly create and formed an advanced yet deadly cutter. They were surprised and shocked by the plant's reaction.

Not only plants were alive, the Galvans felt the ground shaking and quaking. They encountered and found the ground is forming a group of black creatures with greenish light patterns around their bodies. They were amazed and surprised by it.

"My experiment had inadvertently prompted the creation of a brand new tech-organic species - Mechamorphs."

As Galvans helped Mechamorph, the Upgrade Species quickly and intelligently worked together as one in building and making the foundation of their civilization and cities. Azmuth and his colleagues were amazed by their efforts.

"We, Galvans, have no right to colonize their world. Instead, we gave it to them. Thus, named it 'Mechamorph's Moon Colony'. With our help, they build the entire civilization in mere days. They were peaceful neighbors. My Helix Experiment was success beyond my wildest dream."

Both Galvans and Mechamorph were gathered within the tower-like palace. Azmuth was proud and happy as he deactivated his helix. As the Helix slowly shutting down, everyone heard screeching noise. They looked around of their surroundings in search of it but found nothing.

They then spotted helix's ground, sprouting and forming yellowish slime goo. It slowly formed Malware. It frightened everyone. They all witnessed his ability and also his violent nature when he attacked and absorbed the energy of Mechamorphs.

Azmuth was uneasy with Malware's condition yet determined to help him...

"And failures beyond my nightmares... Malware, an incomplete Mechamorph, its life code interrupted and corrupted during the creation. Unlike all the others of his kind, Malware had the ability to not just mimic tech but became him. But at the terrible price..."

[Flashback Ends]

"I've tried many times to help him, making him like the others," Azmuth said in guilt, "Malware's condition... is intriguingly complex. And his volute nature is challenging."

Myaxx sighed, "He means he's trying his best to fix Malware. And believe me, that Mechamorph got ticked off from waiting for answers. And it's not easy to calm that nutcase down when we're still working on the project."

Ben scoffed, "So basically said, you two goof off and now you need me to fix it."

Max hummed in concern yet uncertain, "I don't know if that's simple, Ben. Whatever Malware's doing, it could smell disaster in our hands."

Azmuth nodded in agreement, "Indeed. I believe Malware is going to link the old Helix with new one he stole, to try rewrite his code. But I fear the worst if he used it incorrectly."

Gwen hummed thoughtfully before gasped, "They use different kind of energy. If there's anything goes wrong, there's gonna be explosion."

"Wow... How big are we talking about?" Ben asked in concern.

Myaxx shook her head, "Very big yet dangerous. Think of it like your Omnitrix's SDM."

"Great... Just what we need now," Max remarked sarcastically. Spotted the ground, he called, "We're here! Prepare for landing!"

As the Skipper landed on the ground, Tennysons and their allies emerged and climbed down from the ship. They all gasped in shock and concern. They witnessed a mass graves of stoned Mechamorphs.

"Are they... dead?" Gwen asked in concern.

"Not yet," Azmuth answered while looking and touching one of Mechamorphs, "They've been corroded and withered to nearly the point of none-existence."

"Is there anyway we can help them?" Max asked.

"Only if I act immediately. I need to use your ship's power supply." Azmuth answered while looking at the Skipper, "If I'm to save these Mechamorphs, I'm afraid that you have to face Malware alone, without me. If I guess correctly, then he must be at Mechamorph's Helix Tower."

"I should stay with you, boss," Myaxx said calmly.

Gwen nodded in agreement, "Me too. I know a ship especially I got it from Gluto."

"Then, me and Ben will deal with Malware," Max said firmly as he prepared his tools and gears, "We're gonna need all the help we can get to deal with corrupted Mechamorph."

Ben smirked as he activated his Omnitrix while searching for Heatblast, "Yeah... It's hero time!"

With a slam on his watch, Ben's body began undergo of transformation. However, instead of Heatblast, he transformed into new alien - a black humanoid alien-like with yellow colored one-eye, two antennae, a tail and two hands with four fingers that has plugs-like and two front toe, an Omnitrix on his chest. His friends were surprise and shocked by his new appearance.

"What the?!" Max asked in surprise.

Gwen gulped in concern, "A Megawatt's cousin?!"

"No. It's Conductoid," Azmuth corrected, "I'd never thought that he could access a powerful energetic and efficient species. This could help you to stop and defeat Malware. But I suggest a Petrosapien is suitable to fight with him."

"Really?" Ben as Conductoid asked in surprise. He took a deep breathe, causing himself a electrical shock from the plugs. He snickered in amusement, "Cool! Can't wait to try it on Malware!"

At Mechamorph Helix Tower, Albedo was working on the secondary Helix in connecting with the old and first one. Malware groaned angrily as he waited impatiently while muttered in anger and annoyance about it.

"What are you waiting for?! Get the Helix done now!" Malware exclaimed in anger as he slammed his fists on the ground hard, "I want my upgrade now!"

Albedo groaned in annoyance while working in fixing and wiring two Helixes together, "It would have held if you stop smashing everything in sight." He scoffed in amusement, "But bringing me here was indeed intelligent move you make to complete it. Besides Azmuth himself, I'm the only Galvan with efficient and intelligent enough to-!"

"Say one more time about your intelligence again," Malware snarled, "I would tear you to pieces, you insignificant insect!"

"First off, I'm a amphibian alien species Galvan! Second, that was a great offended insult to us! And not to mention, very rude indeed!"

"Then, get done before-!"

"Before what, ugly?" Ben asked in annoyance. Malware and Albedo turned to the entrance and found Ben as Conductoid stood before them. He has his hands crossed while smiling proudly, "What you're gonna do about, Malware?! Snarling and screeching like crazy guy or something?!"

Malware groaned, "You're getting on my patient, monkey! I do not take this lightly."

"Dude, that is so rude," Ben remarked in annoyance as he readied himself for battle, "But you've gotta stop now! You have no idea of what you're doing with the helix!"

"Quiet! The upgrade is my right! I will not let you stop me especially Azmuth!"

"It doesn't have to be this way, Malware. Let Azmuth help you!"

"Speaking of helping, where is he?! Hiding from me as usual?!"

"No, he was trying to save the Mechamorph you put them to sleep!"

"Why am I not surprise?! He never care and love me for once in his lifetime. Those Mechamorph are his true perfect creation while I am his failure. They deserved to perish!"

"Man, you're really jerk, you know that? It's no wonder why Azmuth got issue with you!"

Malware screeched in anger as he fired his Yellow Beam at Ben, who quickly held his hands up in blocking the attacks. Instead of deflecting, his plugs absorbed the attacks. At first Ben was surprise but has a sudden yet strange feels of wild and energetic within like he's gonna explode. He quickly fired the beam through his plugs at Malware hard.

"Wow! That is so awesome! Now that's what I call feedback!" Ben exclaimed in amazement. He gasped, "Dude! Feedback! That's nice ring tone to my name!"

Malware groaned in anger as he stood up firmly, "Even you're in Conductoid Form, you will not defeat me easily!"

"Want a bet?!" Feedback asked.

Malware and Feedback charged at each other as they both began attacking. As Feedback threw an uppercut on Malware's chin, causing the latter responded back by slamming the former down hard before gave more punches. As the broken Mechamorph was about to give another punch, but instead he got blasted off. Feedback fired his beam blasts at Malware, who blocked and deflected them while firing back at him. Both of them continued firing and fighting with each other fiercely and determinedly.

As both Malware and Feedback continued battling, Max sneaked in without letting his enemy noticed him. Upon approaching the helix, Max turned to Albedo.

"Hey, stop fiddling that thing," Max called, "We're getting out now!"

Albedo grunted, "It's too late! If I don't complete the link with primary helix, the secondary helix will gone out of control and destroy the moon with us on it!"

With the completion of pushing buttons on keyboard, the helix was activated as its color turned from green to red. Albedo quickly left the base as the pyramid machine fired the crimson beam up to the sky. Both Feedback and Malware noticed it.

Albedo scoffed, "All too easy."

"YES! I can finally be cured!" Malware exclaimed in relief before whacked Feedback aside, "Get out of my way!"

As Feedback slide on the floor hard, but the beeping sounded as Feedback transformed back to Ben. Max and Albedo helped Ben up. Malware approached and held the helix as he held twin rods tightly. He roared wildly as he felt surgical and powerful energy flowing through his body.

"Yes! I can feel it! My life code is changing!" Malware exclaimed proudly. Suddenly, he yelped in pain as his body and pattern glowed in red. He screamed in pain, "What is happening to me?!"

"Quite simple." Albedo remarked in amusement, "I caused the overload by managing power cycles of two helix just before you could touch the rods. It will destroy you."

"No! I refused to die!" Malware cried in anger.

Malware screamed in anger yet pain while absorbing the helix's power into him. As the helix went offline, his body went undergo of changes. His frail and broken body slowly transformed into more muscular yet advanced and powerful form with red circuit patterns while adding glowing large star on neck. Abledo and Tennysons were surprise and shock of it.

"Upgrade complete. I am now complete!"

"I thought you say overload destroy him?!" Ben asked in anger.

"It was," Albedo said in shock and surprise. He quivered and shivered in fear as he looked at Malware, "You have what you wanted. Now you're like the rest of Mechamorphs!"

"Foolish insect! I am more than just any Mechamoprhs! I am far more superior!" Malware exclaimed and laughed proudly and evilly, "I have never felt more powerful!"

Ben groaned in annoyance, "Great. Just what we need - another evil speech."

"Evil?! How naive and stupid you really are, boy," Malware taunted in amusement, "I prefer visionary. Azmuth believed that I'm flawed. Well, he is wrong. The universe and species are true flaws and inferior. I will recreate and build the better one! Henceforth, I was called Malware since my birth! But..." He turned and grabbed Max's gun as he combined and upgraded it as his primary weapon. He smirked darkly as he aimed at his targets, "I must get rid of those who stand in my way. I also will rise and upgrade myself. Starting with Azmuth's greatest creation - the Omnitrix! I will have it!"

Ben groaned in anger as he held his watch up and readied it, "Dude, you're not the first bad guy wanted my watch! And definitely not the last guy to deal with!" He activated and searched for his alien hero, "I can tell you one thing - none of that is gonna happen!"

Ben then slammed on his watch as he transformed into Diamondhead. Diamondhead groaned in annoyance.

"Okay, seriously! Can't I get right alien?! I need Canonbolt!"

Max sighed, "This is what Azmuth has been warning us, Ben. He has to check on some glitches on it."

"It doesn't matter what species you possessed," Malware exclaimed in anger as he readied to fire, "Accept the inevitable now!"

Malware fired his Negative Blaster at Diamondhead, who quickly deflected the blasts with his Shield Shard. Mechamorph got blasted off and knocked the old helix to pieces.

Diamondhead whistled, "Okay. Maybe this is better! Get ready for smack down!"

"You can't engage him head on!" Albedo exclaimed in concern, "Did you not hear what Malware has said?!"

"Don't worry, I know what I'm doing!"

"Is he?!"

Max smiled confidently, "He always surprises me."

Malware roared in anger as he fired his Negative Blaster at Diamondhead, who was charging and deflecting the blasts aside. And just before the crimson Mechamorph could do anything, the Petrosapien gave hard punches on his face before kicking him off.

Malware groaned, "I will have the Omnitrix."

Diamondhead sighed, "Don't you ever get tired of saying that?"

"Until I'll have it!" Malware exclaimed in anger. And just before Diamondhead could do anything, he charged while firing his beam blasts at his enemy. He then punched on Petrosapien's face hard to the ground fiercely and relentlessly until Ben is down. With him knocked out, Malware held and grabbed the Omnitrix symbol, "Now it'll be mine!"

"Want a bet?!" Diamondhead exclaimed proudly. Malware gasped in surprise as he found the Omnitrix was protect by some shards. He smirked, "Just as I thought, you can't get through crystal, can't you? Too bad, so sad."

"Damn it! How?!"

"A little advice from a friend of mine about your weakness, buddy."

Malware groaned and screamed in anger, "AZMUTH! DAMN YOU!"

Diamondhead smirked, "My turn."

And just before Malware could react, Diamondhead kicked him off before gave headbutted once and then some punches for ten times. The crimson Mechamorph groaned in anger as he fired the blasts at his enemy, who dodged and blocked the blasts aside while punching and kicking him back. As Malware got punch very hard, Diamondhead quickly placed his palm on the Mechamoprh's chest causing a huge encase of crystal on him, followed by feet and hand.

Malware groaned in anger, "Damn you little runt! You may have trapped me but I will escape! When I do, I will be-!"

Diamondhead poked on Malware's forehead, encasing him trapped in crystal form just before he transformed back to Ben.

Ben smirked, "Shutting down for good. Geez, doesn't bad guys ever shut up for once in a while. Seriously, it's getting in my nerve."

Max chuckled, "Good work, kiddo. Top notch."

"That was lucky," Albedo remarked dryly.

"Why? Coz your plan didn't work?" Ben asked in amusement.

Albedo groaned in annoyance, "Shut up!"

"I see you have dealt with Malware." Azmuth said in amazement. He, Myaxx and even Gwen brought a large energy generator in. He smirked, "I told you Petrosapien defeat Malware."

Ben smirked, "Yeah. You're right. So, did you save Mechamoprh?"

"Not yet. But the device is ready," Azmuth said in amazement while looking at generator, "Just need to plug with the secondary helix."

Ben chuckled uneasily, "At least, it's not an old helix."

"Yeah. I'd be missing calling you 'doofus' for messing this up," Gwen said in amusement.

Azmuth instructed his colleagues in wiring and connecting both generator and helix together. With all of them combined and readied, Azmuth began accessing his keyboard in preparing devices. As the bar reached its full, the generator powered the primary helix, thus firing the tower's antenna across the planet.

As its waves affected all of comatose Mechamoprhs, their eyes blinked in green lights. Their grayish bodies slowly formed and transformed into their healthy states. They smiled and cheered wildly and happily that they're alive!

Azmuth sighed in relief, "Everything is fine at the end. Malware has been dealt with."

"Except one little thing," Ben added in while pointing at his Omnitrix, "There's something wrong with the watch."

"As I suspected, there's some glitches in it." Azmuth said calmly, "There's nothing I can't fix."

Tennysons and their allies have returned to Galvan Prime, along with the prisoner - Malware. Azmuth helped and repaired glitches in Ben's Omnitrix for the moment. Azmuth, Galvans and Mechamorph waved goodbyes to the Tennysons off from the Skipper.

"Thank you for your assistance, my friends," Azmuth thanked in relief, "I hate to imagine if Malware didn't stop in time."

Ben smiled, "No worries. Glad to help because I'm the hero!"

"Oh give me a break, Tennyson," Gwen remarked dryly, "I also help too especially when I help create the generator. It saved Mechamorphs."

"That's so lame."

"It's not!"

"It is!"

"Kids, enough with this," Max said dryly, "You sure that Omnitirx won't malfunction again especially glitches?"

Azmuth smiled, "It is fix. And just be sure that you don't hit too hard on it, the Omnitrix may randomly choose another alien. However, it is intelligent to help you choose a better alien to deal situation."

"Well, it's not always smart," Ben remarked dryly, "So, what's gonna happen to Malware?"

"Don't worry about him. He won't cause the problem."

Crystal encased form of Malware was placed in one of Galvan's Prison Cells in high and tight security from both Galvan Troopers and their armored tanks. And so far, he hasn't move an inch. However, his crimson one eye glowed in red.

"This isn't over..."

END...

Review and Suggest...

Casts:
Tara Strong: Ben Tennyson
Meagan Smith: Gwen Tennyson
Paul Eiding: Max Tennyson
Kirk Thornton: Malware, Galvan Trooper #1

Minor Casts:
René Auberjonois: Azmuth
Vanessa Marshall: Myaxx
Richard Steven Horvitz: Albedo, Galvan Trooper #2
Richard McGonagle: Four Arms
Jim Ward: XLR8, Diamondhead
Michael Rosenbaum: Feedback

Author's Notes:
1. As much as I loved Corey Burton, but I don't think he fits well for Malware. Kirk Thornton is due to him with the voice of anger, fierce and high authority especially he played the role of Xiahou Dun from Dynasty Warriors Franchise.

2. Derrick J Wyatt claimed Feedback was unlocked after Destroy the Aliens? I don't think so. Sounds lazy and unreasonable of why and how is Ben attached to Feedback than any aliens. So, I believe this arc is perfect to explore more of his attachment. This episode is perfect to unlock his new alien and voiced by The Flash (DC) - Michael Rosenbaum.

3. I don't believe a month Max Tennyson can endure without sleeping especially Ben being different aliens for weeks. That is out of logic and stupid.

4. I'd prefer 'Mechamorph' word only since Azmuth claimed them to have their own rights, but called them 'Galvanic-Mechamorph'?! Sounds slavery and experimentation to me.

5. Myaxx is Azmuth's assistant since Secret of the Omnitrix, and yet she didn't appear in this episode. I find it ambiguous and stupid to ignore her.