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Shades of Dawn is the thirty-first episode of Back in Action: Alien Universe.

Story

Part I

[We open with a closeup of Ben Tennyson's face. He's moving at great speeds on a desolate planet.]

Ben: How much farther?
Azmuth: As far as we must go, Benjamin.

We pan out to see Ben is in his Plumber suit, helmet on and all, with Azmuth perched atop his left shoulder. Ben is carefully riding his hoverboard, "Tetrax Shard" etched into its sole, weaving through tall, rocky structures trying his best to stay upright so as to not drop Azmuth.

Ben: You know, if you didn't accidentally leave this in the Omnitrix--
Azmuth: I did not. I intended to one day return to Xenon for my things.
Ben: Okay, but if that's true, why didn't you upgrade the tracker? I mean, even GPSes tell you how far you are from somewhere else or at least tell you how long the ride will be.
Azmuth: It is impossible to compare your Earth "GPSes" to any form of navigational system used beyond your planet. We need more than just a satellite mounted and connected to a single place on a planet; we need ways of connecting a moving literal universe of destinations to a database with constant updates. It's an absolutely absurd suggestion to place such a device in the Omnitrix to simply track my lab when it already accomplishes the task of directing us just fine.
Ben: But I don't get it. People are able to guess how long it'll take to get from one place to another, even in space.
Azmuth: And it's all guesses. As everything shifts in this endless space, estimations eventually become false. One day, the time you believe it will take to transport oneself to Galvan Prime on current technology will be halved. Only advancements—constant advancements—can keep us afloat. There are so many factors that go into receiving a proper estimation—the competence of a crew, the speed of the ship, the reliability of an engine, and so on. It's ridiculousness, and I won't waste my time with it unless I'm free of a workload.
Ben (head turned to face Azmuth): Okay... Look, Azmuth, we're almost there.
Azmuth: That's fantastic, now if you could only continue to focus on the path!
Ben: Oh, don't worry, it's a straight path ahead.
Azmuth: Ben, look!

Ben looks ahead to find a dark and deep hole circling the tall, rocky spire of a building containing Azmuth's lab.

Ben: Don't worry, Azmuth; I'm on a hoverboard, remember? I can fly right over it.
Azmuth: Ben, no!

As Ben approaches the hole, the hoverboard begins to dip inside. Unable to keep control, a panicking Ben grabs Azmuth and throws him safely to the other side. Ben then leaps off the hoverboard, catching the very edge of the surface. Azmuth approaches him.

Ben: Azmuth, I'm going to fall!
Azmuth: You are being humorous, correct?
Ben: I'm holding onto the edge of a pit of doom, Azmuth! How could I be joking?!
Azmuth (slapping his own face into his hand and rolling his eyes): Transform, Benjamin!
Ben (relaxing): Oh, yeah. I was gonna do that. He realizes the edge and as he plummets to the darkness, the bright green flash of a transformation is seen. A small glob of green goo is sent out of the abyss, landing right in front of Azmuth near the ledge. Slithering out of the hole up a 9-degree angle are several more globs of goo, accumulating at the source piece. They all come together to form the shape of Alkamine's body, and soon, his skin and armor arrives and covers him. The last piece of the puzzle is the Omnitrix symbol, which slips out of Alkamine's skin out onto his long chin.
Alkamine: Alkamine! Was going for Diamondhead, but a new guy's fine, too!
Azmuth: Are you done with the theatrics?
Alkamine: Err, yes, sorry.
Azmuth: Then allow me to remount your shoulder.

Alkamine's left cheek gel sac wiggles and jumps onto the ground before Azmuth, who simply awkwardly stares at it upon arrival.

Alkamine: Get on, I'll lift you up.
Azmuth (stroking the hairlike extensions of skin on his face): I can't tell if this is a hallmark of your lethargy or ingenuity...
Alkamine: Just get on.
Azmuth: The Jade Fibroozell's viscous green substance is acidic and you wish for me to step on it?
Alkamine: I can control the pH levels inside it, Azmuth. Otherwise, why wouldn't it melt through the ground?
Azmuth: Most likely due to the age of these very refined rocks—which, I might add, are nowhere near comparable in strength to any chunk of earth.
Alkamine: Okay...so are you to get on?
Azmuth: I think I'm just going to walk in, thank you.

The gel sac slugs its way back to Alkamine and up his body, reprising its place on his cheek, as Alkamine commences a slow trek behind Azmuth to the entrance of his old lab building. We transition to the dark interior of the diminutive genius's former base of operations minutesl ater, as Azmuth and Alkamine are just entering the room, the Omnitrix shining a bright light in the foyer.

Alkamine: Wow.
Azmuth: Marvelous, is it not? It's been so many years yet the only difference is the extensive overgrowth of my protection.
Alkamine (under his breath): The protection that almost took Gwen away forever.
Azmuth: Well, let's move on, shall we?
Alkamine: Uhh, yeah, but are you sure you're safe in here, on the floor?
Azmuth: What's to deter our safety in the first place? These Florauna? Those that decided to remain on Xenon after this place was no longer receiving power and feeling the conditions of this naturally harsh dessert knew their fate. To stay here was suicide, whether they hastily reproduced or not.
Alkamine: So, they're all dead?
Azmuth: It'd be a miracle of nature for them not to be without sustenance for, oh, seven years?
Alkamine: Well, just in case, I'm going to stay alien while I take a sample.
Azmuth: You mean while you perform a scan? Is silent scan mode switched off?
Alkamine: I don't think so, but why change back and check if it scanned if I can just get up close and do it manually? After all, they're dead, right?

Azmuth squints at Alkamine as he approaches a Florauna on the wall right of the entrance. He touches his hand to it cautiously then turns back to Azmuth.

Azmuth: What have you done?!

An overwhelming shadow grows over Alkamine as he turns back to the Florauna. It has grown to ceiling height. It sends a sharp claw down at Alkamine, who rolls out of the way to the center of the room. The Florauna spreads life to the others by touching one next to him, who then passes it to the next, and so on.

Alkamine: I thought you said they were dead!
Azmuth: Well, I assumed you weren't going to touch them to test!
Alkamine: What? I didn't know I had to tell you that! There's no other way to scan!
Azmuth: Are you truly this foolish, Ben Tennyson?! You don't even have to be within a human wingspan of a target to scan them!
Alkamine: Oh, great!

Several Florauna lunge at Alkamine, but as he backs away, he steps on the vine-like leg of one lying on the floor, bringing to life one on the left wall and subsequently every other near it.

Azmuth: BEN TENNYSON!
Alkamine: Sorry, sorry, sorry! A single Florauna grabs Alkamine by the arms, holding him back as another launches a large, black explosive seed at him. Oh, getting Wildvine sooo better be worth it!

[As the explosive nails Alkamine, the focus is immediately swapped. We are looking at Wildvine keeping a tight grip on the familiar villain Darkstar at night in front of a just-robbed jewelry store (by guess who). As Darkstar struggles to escape from Wildvine's captivity, Wildvine throws one of his seeds at him, at which Darkstar blasts after it makes only a brief trip from his hand to Darkstar. The proximity to Wildvine's head leaves him hurt, retracting his arms and unfortunately dropping Darkstar.]

Wildvine (still recuperating): Wow, I really shouldn't have done that.
Darkstar (raising his glowing yellow hand at Wildvine): I agree, but then I wouldn't have the opportunity to-- His hand ceases glowing and he raises the other to his ear. Speaking to someone over intercom: You've got to be--...but why now? I've got him in my--... Gah, just go. Don't know why you decided to wait then. He lowers his hand. To Ben: So sorry that we won't be able to finish this little dance. Next time, Benji?

Darkstar turns away from the fight and rushes down the alleyway behind him, at the end of which is a tall brick wall. As if by magic, Darkstar fazes through it like nothing. Wildvine soon comes to and attempts to follow him, but when he runs up to the wall, he finds no way through. In the meantime, a femininely-figured alien with purple armor and pink skin—including the bulging pink surface of her head—appears in the middle of the street, just before the alleyway. She raises her hand out, and we watch as a pink glow follows the direction of her hand. A nearby car can be heard screeching to a stop.

Wildvine (distracted): What in the--?

The glow on the alien's hands hits a brick, which she quickly telekinetically moves it, thrusting it right at Wildvine's head, still holding it up afterward in preparation of a follow-up. As Wildvine rubs his head and turns to the brick, he raises his lone eye.

Wildvine: Hey--! The brick is flung straight at his face again, losing its glow after Wildvine catches it in his hand before it hits. Flying bricks. I think I've seen it all at this point. He turns as he hears the footsteps of the telekinetic alien up the alleyway. Let me guess, that was you? The alien simply nods. And judging by your timing, you aren't alone. You and Darkstar work together; you probably did whatever magic he-- The alien becomes bored with Wildvine's speech and swiftly throws her hand out, directing at more loose bricks on the right wall of the alley. She throws all of them at once at him, with Wildvine's lines of defense being catching as many as possible then evading their target location by running toward the alien up the alley. While the bricks try to follow Wildvine, as he edges close to their controller, she has no hope but to let them free, only forgetting that Wildvine had caught one with each hand except his fore feet. Wildvine launches each of these at the mysterious female E.T., and after standing absolutely still, she begins to retreat to the street. With the bricks finally encroaching, she turns her head to them and extends her hand, catching every one in the air then dropping them after they've lost velocity. You were gonna get away regardless. The alien nods again. Can you speak? He throws one of his legs at the alien with intentions of catching her, but she backflips away. Unfortunately for her, however, Wildvine's elasticity allows him to still catch her as she's flipping. Check. The female's chuckling is heard as she raises her unconstrained hand to point at an abandoned car on the road. She remotely grabs it quickly and has it hanging over the legs of Wildvine that are holding her in seconds. Go ahead. The E.T. grins and quickly accepts the offer, not dropping but instead thrusting the car nose-first into the vine faster than Wildvine is able to retract it. It attacks him, a slight screech from the pain ensuing as the opponent creeps around the side of the car to lean on it and watch as Wildvine struggles to remove his vine. A single grin more, and she takes a sharp stick from off the alley floor. She cuts the vine off easily with it, leaving quickly decaying remains under the car just now responding to gravity as it falls forward onto the rest of the old vine. In the meantime, Wildvine regrows his detached leg with which he attaches to a nearby street pole and swings around, putting the enemy down the inescapable alley while he keeps himself in the open space. When he looks to her again, she's distracted, starting down at the dead end brick wall. This is going to be too easy. He launches a seed at the distracted girl, but just as she hears it land before her, she turns her head back to the fight. She grabs the bomb in her hand, which rather than exploding right then and there, erupts, releasing a great amount of green gas that rapidly spreads across the area. Got you now. He steps forward into the gas, but just before entering it, he hears the enemy's footsteps on the other side becoming quieter and more distant. Wildvine dashes for the other side, where the alien is missing in action entirely. No, I can't let both of you get away! He rushes up to the wall and visually analyzes it, soon looking to the very top of it. He stretches his feet so that he can match its height and more. He looks beyond the wall, finding just several alien-free rooftops. But they got away anyway.

[We move forward a day. As Darkstar holds up precisely the same jeweler as the day before, Ben's titanium alien arrives to block the door. Darkstar approaches him, a bag of bills and jewelry alike in his hand.]

Darkstar: So, we meet again, Tennyson. Gonna move out of the way?
Titanium Alien: Are you going to return the stuff you stole and take your arrest peaceably?
Darkstar: No.
Titanium Alien: Then you know my answer. He smacks Darkstar in the face faster than he can think, grabbing the bag of riches and returning them to the cashier cowering under the counter. Here you go, ma'am. He drops them on the counter, with the cashier afraid to get back up. He then turns around just as a blast is heard, revealing a golden beam shot by Darkstar. The titanium alien makes a dive behind the cash register for cover, the discharge from Darkstar unfortunately nailing midway, sending him through the side wall out onto the dead end alley again. Not this place, not again, Darkstar.
Unrecognized Female Voice (from directly behind the titanium alien): That's not your place to say. Before the man in titanium manages to cock his head even partially, he's being thrown through the hole in the jeweler and right out into a small, closed grocer next door. As the titanium alien shakes himself up, Darkstar makes a run for it with his loot through the hole he'd cut out to the alley. As the titanium alien tries to get up for the chase, he sees the source of the female female voice, a blue-skinned Tetramand warrior clad in uniform akin to Tini's, and she's dashing straight for him with her left set of fists revved up. Okay, this is going to hurt. He attempts to jump back up onto his feet, but within a second the Tetramand is at him, bashing with her right set of arms the titanium transformation through the counter he's laying on straight to the ground. The next batch of attacks arrive in flashes, as if Ben had blacked out between each when in reality, each blink brought about a new level of pain. First, he's being swung across the top of an ice cream freezer, next being used to break through a shelf of freshly-stocked inventory, then to bash through several soda and adult beverage machines' glass barriers. Worse things happen in the next minutes, resulting in lasting effects to the alien's titanium armor. At some point, however, the pain becomes irrelevant as he truly does black out. When he awakens, at least five minutes later, the Tetramand drops him and makes a run for it via the holes in both the grocery and jewelry stores. Before knocking off for a more extended period of time, he sees a bright red flash and speaks. Two in two nights. I don't get the feeling this is the end.

[Regrettably, his gut feeling was a long ways from displaced. The following night, Darkstar utilized a freshly-purchased alien pistol to rob another jeweler just down the road. When and where we join the robbery, a still-injured Combustiball attempts to block Darkstar from entering the alleyway, only to find a female Thep Khufan pushing out of the ground, and reaching feats no other Khufan could even fathom by sending him soaring into the sky with a single punch from directly underneath him.]

Combustiball: This isn't possible! No way he—or, she—just did that! As he looks down, he notices the shrinking black dot that is Darkstar, running up to the brick wall and inevitably fazing through it again. To game the system and lose all velocity, Combustiball reverts to human then quickly back to Combustiball. He begins to plummet to the ground, rolling up into a yo-yo and revving straight to the alleyway. As the Thep Khufan notices the falling star, she dashes for the same brick wall. Noticing this, Combustiball picks up speed by turning around and blasting an extreme amount of fire. Before he's able to face back forward, he touches down in the alley, producing a hole that's as wide as the alley on all sides and deeper than Combustiball is tall. Accompanying the rupture is the discharge of a flame-encompassed explosion. Windows of buildings all around the area are shattered, and while unbeknownst to Combustiball, the brick wall flashes away for just a split second, as if it were a disrupted hologram. As Combustiball exits the hole and finds the Thep Khufan and Darkstar missing yet again, he begins mumbling angrily under his breath. He approaches his car across the street, the windows of which were broken by the blast. Reaching the car, Combustiball reverts to human, a noticeable cast on both his hands as well as a few band-aids on his face as a result of the battle the night prior.

[As Ben removes the key from his pocket, he notices everything around him change appearance. In a second, holding his key out, he finds himself within the top level room of Azmuth's Galvan Prime headquarters.]

Azmuth: I wish to speak with you, Benjamin.

Ben flips around from his initial angle facing the entrance door, looking at Azmuth standing on top of his computer.

Ben (placing the key back in his pocket): What about? I don't see how I could say no anyway; I'm already here after all.
Azmuth: Ben Tennyson...four or five months ago I foresaw events that have already transpired on Earth through my telescope—the destruction of your world under Albedo. At the time, I was working on the Assault Omnitrix's successor, the next iteration of Project Omnimatrix. Called the Alphaline Omnimatrix--
Ben: Waaay too long. How about the Alphamatrix?
Azmuth: I honestly do not care, Benjamin. What I do care about is what became of my prototype. The Alphaline needed to be sent down to Earth to someone. I originally wanted you to bear this new device per what's tradition at this point, but you were preoccupied, so I set a course elsewhere for my technology. It hit in a small neighborhood somewhere in a small colony called Tennessee--
Ben: Uhh, it's a state, not a colony.
Azmuth: To the primitive Earth dwellers, maybe. Now it landed there, and a teenage girl was apparently erased by the destruction upon impact with Earth's surface. For whatever reason, further investigation shows the device and its pod are gone, and the girl had in fact managed to leave and enter her home where the device created a small burst. Afterwards, however, my Omnitrix was detected online connecting to the Hidden Universe and retrieving DNA samples in the midst of a transformation. Damage must've occurred in the device as I wasn't able to detect which samples were taken for use. All I know is the transformations were locked to the 10 minute charge session for optimal performance without a completed version of my new battery. The Alpha was activated across several locations for some time for months later, and it wasn't just from Earth or even this galaxy or dimension. I've detected one transformation outside of our realm; I'm still making my attempts to decode the location, as wherever it is is entirely undiscovered, or...no, it has to be discovered.
Ben: So you're telling me we have a problem in another dimension?
Azmuth: I brought you here because it was urgent. If I'd cared to tell you about its presence in another dimension, I would've alerted you three months ago when I first discovered it.
Ben: So...why's it so important now?
Azmuth: Because it's returned. In the last few weeks, I've picked up on several more transformations in our dimension, on your world. Of nine readings, eight have occurred in Bellwood, and the other on the opposite end of your continent. For whatever reason, all nine of these transformations have been activated with Master Control, yet at the same time, the 10-minute charge was still in use. I'm not sure who is wielding my watch, but they are unmistakably powerful, mentally and physically. They're unparalleled by anyone from your planet...except your grandfather. It's only a matter of time before Master Control is truly unlocked.
Ben: So...I have to deal with this guy?
Azmuth: Mostly correct; you'll be reckoning with a female force.

Ben recalls the three warriors that all fit Azmuth's description that he'd fought tonight and the two before.

Ben: Wait, what?!
Azmuth: What detail did you misunderstand?
Professor Paradox's Voice: The part about this new threat being female. He flashes into the room. Was I correct?
Azmuth: You know that.
Professor Paradox: You're right, I do. Ben, it's time you're sent off.
Ben: But there's still so much I--
Professor Paradox: Don't need to know, Benjamin. I have to have a word with the Great Thinker.
Ben: Then can I just have one alien, Azmuth?
Azmuth: Excuse me?
Ben: Remember when you gave me this Omnitrix? You said you'd give me a new alien every now and then; you never did.
Azmuth: Do you recall the incident with my former acquaintance...Slix Beta? Your time on the premises had to have provided at least a standard playlist's amount of available transformations.
Ben: Hey, I only got, like, four or five out of that.
Azmuth: And that sounds like plenty. Goodbye, Benjamin.
Ben: Wait, n--

Ben is cut off by a beam sending him away.

Azmuth: What is it, Time Walker?
Professor Paradox: We have to talk.
Azmuth: What a vague inchoation, Paradox. (Throwing his hand as he speaks, Angrily): Reduce the ambiguities; we've established that we need to talk.
Professor Paradox: We have to talk about his future, the one calling himself Future Ben.
Azmuth: Why? Professor Paradox: He's still interfering in spite of our warning. I believe the three of us need to have a little chat with him.
Azmuth: Surely, you don't think I'll overlook your mention of "three of us."
Professor Paradox: I did not, since you know who he is.
Azmuth: So you are referring to--

Someone else flashes into the room, someone of Azmuth's stature who appears right before him with a stronger-than-steel cane.

Galvan (flashing in): Yes, your geriatric form.

[END OF PART I]

Part II

[We open with Ben just having returned to Earth before the DX Mark 10. As he stands before it and unlocks the driver-side door, he recalls each of the three female accomplices Darkstar. As he lines that up in his head, he finds a parallel -- like him when he used the prototype Omnitrix as a kid, each had yellow eyes. Though they had no visible Omnitrix symbol, they were each female, and their motives were one in the same. Ben recalls the 10 minute rule still being active and notices that each adversary had to leave the battle rather abruptly after a seemingly short lapse. As he enters the car, he makes something clear to himself.]

Ben (thinking): I've got to find Darkstar to find that girl.

[We hear the car roar on, then shift to a side view of the DX Mark 10 driving through the center of Downtown Bellwood. As we pass it, make note of the iconic logo of Billions Tower before the building. We continue to follow Ben, and soon take to within his car where a ringing tone is heard just before whomever Ben is contacting picks up.]

Familiar Female Voice (call): Hey, Ben.
Ben: Hey, Chelsey, I need your help.
Chelsey/Familiar Female (call): Really? Sure you don't need Gwen's instead?
Ben: Uh—Oh...I'm so sorry, Chelsey. We had you at the last few movie nights, and you're welcome to come to the next. I'll even let you in on a secret: the next night'll be at Bellwood Mall. It's gonna be on Kevin and me.
Chelsey (sighing, call): Just, what do you need, Ben?
Ben: For you to track somebody.
Chelsey (call): Well I can't do that on the phone, and I'm kind of busy. You want to come here?
Ben: Sure. On my way to your house.
Chelsey (call): But that's not where I am.
Ben: Well, where are you, then?
Chelsey: The Nasty Burger where the old Bob's Biscuit Barn used to be.
Ben: Nasty Burger? Never heard of it.
Chelsey: It's some new food chain, just started branching out from some town called Amityville or something.
Ben: I see...well, I'm on my way now then.

[We pick up with a side view close-up of the front of the DX Mark 10 as it screeches into a parking space. In the next frame, we find Chelsey exiting the Nasty Burger and taking a seat outside. In the background, we see Ben heading to the Nasty Burger entrance but stopping as he sees Chelsey. He rushes up to her as she begins to eat a burger.]

Ben (from a few feet away): Chelsey! When Chelsey flips around, her sizable multi-decker burger is already reduced to a single remaining bite. While Chelsey finishes up, waving to Ben from her seat, the familiar character Mercedes Barnes appears before Ben. Oh, Mercedes, hey! What are you doing here?
Mercedes: I was checking out the new best place in town like anyone else.
Ben: Oh, well, care to join Chelsey and me?
Mercedes (visually searching for Chelsey's table and finally finding it): Sure!

The two proceed over to Chelsey's table and take seats opposite her.

Chelsey (taking down the rest of her burger): Hey, err, Mercedes?
Mercedes: Yeah. I don't think I got your name.
Chelsey: That's fine; it's Chelsey. How've you been since movie night? I'm sure you don't normally have to deal with alien craziness.
Mercedes (optimistically): That night was pretty fun actually, way better than staying at home. You see...my family's been running into money issues lately, and it was great to just get out of the house...but it's nothing time can't solve, right?
Chelsey: You're really optimistic, though.
Mercedes: Just woke up on the right side of the bed today, I guess. So what are you guys meeting about—if you don't mind?
Ben: It's okay, Mercedes; I don't mind, at least. It's a problem I've been having. Guys, you're the first to find out....there's somebody else wearing another Omnitrix right now, and she's not Albedo. The others gasp. And she's right here in Bellwood.
Mercedes: Albedo?
Chelsey: If we didn't tell you about him, good; you don't want to know. (Whispering, to Mercedes): It's a sensitive topic for Ben especially.
Ben: He... destroyed everything.
Chelsey: Ben, please, go on.
Mercedes: Yeah. Do you know who it is, with the other Omnitrix?
Chelsey: Of course he does; he just said "she."
Ben: No, Chelsey, I don't. Azmuth's shown me some logs; and they all say the Omnitrix is being worn by a girl, but not much else.
Chelsey: And so you want me to track her...
Ben: Not her; we need information before we do that.
Chelsey: Darkstar? The guy who attacked you when Will Harangue went berserk?
Ben: Yeah, she was working with Darkstar each time I saw her, before I knew they were actually her and not just regular aliens. She doesn't exactly have an Omnitrix symbol.
Chelsey: But why trace him? Why not go straight to the source?
Ben: Because it's dangerous. She's got an Omnitrix, and by the looks of it, she's got not only a really good set of favorites but also new guys, new really powerful guys. I need to know how to defeat her, and only Darkstar could know.
Chelsey: I still say we go for the person with the Omnitrix. Surely she can't handle all of us.
Ben: You mean, you and me?
Mercedes: Hey, I'm not powerless, Ben.
Ben (enthusiastically): You have powers?
Mercedes: Not that kind; I know how to fight. I could probably even best your cousin Gwen.
Ben: That won't be enough, Mercedes. There's no telling what exactly she's got to throw at us. 'Mercedes is heard puffing in the background. Okay, Chelsey, can you get a trace on Darkstar?
Chelsey: Alright, where's the sample?
Ben (pointing to himself as Chelsey raises a brow): You're looking at him. He touched me while I was alien...well, so did the girl, a few times, but...well, let's hope this only leads to him.
Chelsey: It'll be a long shot.
Ben: But it's my—err, our—best bet, Chelsey.

Chelsey nods in response. As her eyes flare up and turn white with pink outlines, Ben incurs a glow around his body.

Chelsey: So I'm going to have to sift through both Mecredes' DNA—since she touched you—and yours too, of course. Five seconds later, Chelsey finds what she needs. Assuming this isn't that girl's sample, I think we've got Darkstar. I recognize the signature, but not too much.
Ben: Then let's get out of here. We've got enemies to stop.

[We transition to Ben, a backpack-wearing Mercedes, and a glowing-eyed Chelsey Tennyson, walking up to the dead end near the still broken-walled and -windowed jewelry store from earlier. Chelsey walks up to the brick wall, and like it was nothing, continues walking right through it. Before long, Ben and Mercedes call to her from the alleyway, unsure of how Chelsey had accomplished her intangible feat.]

Ben and Mercedes (in unison): Chelsey!
Chelsey (audibly through the brick wall, as if right in front of them): What?

Ben raises a brow.

Ben: You just walked through a wall.
Mercedes: Yeah, and you're talking through it right now.
Chelsey: What?
Ben: Walk back over here.

Chelsey's previously halted footsteps are heard changing direction as they head back toward Ben and Mercedes. She seamlessly walks through the brick wall and stops no more than a few inches apart from the side-by-side Ben and Mercedes.

Chelsey: Okay, now what?
Mercedes (pointing to the wall): Turn around.

Raising a brow, Chelsey turns around, also lowering her Anodite-driven glowing eyes. She only now sights the towering brick wall protecting what lie behind.

Chelsey: Whoa. That's definitely weird; I'm able to faze through it like it's nothing, like it's just an intangible door made to keep people out.
Ben: Chelsey, what's on the other side?
Chelsey: A few garages and a huge factory.
Ben: Is there any ceiling above all this?
Chelsey: In the center of it all is clear sky.
Ben: I know what this is. Ben steps forward and through the brick wall, revealing the same open yard as described by Chelsey. From inside, the brick wall behind him is invisible, with Chelsey and Mercedes easily visible. He reaches outside and grabs Mercedes, pulling her in. She, too, marvels at her surroundings as Chelsey re-enters the protected area.

Chelsey: So what is it, Ben?
Ben: A cloaking field. Appearing before our eyes and his are images of the past showing the exterior of the Los Soledad military base. I've seen it before, (the image changes to the interior, where DNAliens, tall buildings, and the completed arch gateway to Earth are visible) the DNAliens used one to keep people passing by—the police and the Plumbers especially—completely unsuspicious of the Highbreed's invasion plans.
Mercedes: Highbreeds? DNAliens? What-?
Ben: I really have to make time to fill you in on everything later, Mercedes. He turns to Chelsey. Can you keep leading to Darkstar, cuz?

Chelsey smiles and nods, her eyes reigniting. She leads Ben and Mercedes to the oversized, plane hangar-like door protecting an abandoned factory. She stops just in front of it her, eyes losing their glow.

Chelsey: Signal's getting a bit fuzzy here. He's nearby, or at least, he very recently was, maybe two minutes ago.
Ben: Makes sense for this to be where Morningstar'd hang out; it's darker and more worn out than he is.
Chelsey: I suggest you be on your guard. Something's really conflicting with my powers, so I really can't tell how close *anything* is.

We focus in on Mercedes' backpack, which is revealed to be Ship as he makes his Galvanic Mechamorph skin pattern visible and begins poking his head out to incessantly bark using his name. He soon grows to create a tight Mechamorph suit akin to that which Julie normally utilized. He forcefully spins her around to grab the attacking fists of a sneaking Darkstar.

Darkstar: A pleasure to see you again, Yamamoto.

We key in on Ben's mouth, which begins to tremble, then his eyebrows which curve instantly to produce an angered expression. In an instant he is the titanium alien, bashing Darkstar across the open courtyard.

Titanium Alien: Don't you ever use that name, Michael.

The titanium alien immediately reverts to human.

Darkstar: Ooh, a new toy? You should let me absorb him.
Ben: I'll never let you touch the Omntirix. You're slowly descending into madness, Michael.
Darkstar: Hardly, and oh, I don't want your Omnitrix; I already have another wielder.
Ben: And I want you to tell me everything you know about her right now.
Darkstar: Everything? First, it's a male.
Ben: You're not off to a good start.
Darkstar: Too vague? Okay, what if I told you that the user is in the vicinity right this moment?

Darkstar begins to look to Mercedes, whose eyes bulge out in astonishment as everyone else turns to look at her as well. Ben and Chelsey nearly question everything, before a female member of Streak's kind—with a unique black-and-white-only color scheme—appears behind Mercedes, a knife in the alien's hand being carefully held just before Mercedes' neck.

[END OF PART II]

Part III

[We resume with an oddly-colored female of Streak's species holding a knife just before Mercedes' throat. When Chelsey moves even a muscle, the knife expands to a large sharp-tipped and spiked sword. When the Vigitelican, the colloquial name for Chronospect's version of the "Amevons," smiles wide, Darkstar says something.]

Darkstar: My associate means to say something, that he wants all of you gone, now.

Darkstar immediately blasts Chelsey out as the Vigitelican slits Mercedes' neck, dropping her to the ground. Both she and Darkstar look to Ben, prepping their attacks. As Darkstar fires, Ben swiftly transforms into Brawnoceros, pushing his iron stomach out and reflecting Darkstar's golden ray right back at him. Darkstar keels over, falling into unconsciousness and relieving his helmet to reveal his unwarped head. As Brawnoceros cheers himself on, he recalls the enemy Vigitelican coming after him that still hadn't attacked. When he looks, she's gone, but he hears a familiar portal-opening sound. He rushes over to the side of the factory, where another alleyway entrance is where a portal lay open being run up to. Brawnoceros' long arms come in handy to grab for the Vigitelican's tail. She flips her head around, showing that her entire body, as opposed to Streak, is made up of alternating black and white colors—save for her yellow eyes. She transforms into a previously unseen alien, made up of small, 3D plus (+) symbols of different colors from the rainbow. Every single plus symbol, previously in a disconnected swarm, disperses into the air, each charging to gray and fading into invisibility as they attempt ot enter the self-closed portal. Brawnoceros manages to grab just a single one of the plusses in his hand as the rest escape. He makes a quick stomping return to Chelsey, who's still downed, and reverts to human.

Ben: Wow, Darkstar's really gotten powerful with Gwen's little boost. Omnitrix, (the Assault Omnitrix beeps and begins to glow) is Chelsey okay?
Assault Omnitrix: Human Analysis complete. Subject "Chelsey" has normal vitals but is currently unconscious.

The Omnitrix ceases glowing.

Ben: Hmm...maybe I can jolt her awake? Omnitrix, (the Omnitrix comes to life again) can you give a small blast of mana?
Assault Omnitrix: No samples capable of manipulating "mana" available in any active playlists. Would you like to try an electric charge utilizing the Galvanic Mechamorph or Voluminore samples?
Ben: Guess that's my best bet. Use the Voluminore; the Mechamorph energy will only hurt her...I think.
Assault Omnitrix: User-activated jolt in progress.

The Omnitrix's hourglass becomes yellow and lets out a small charge of electricity at Chelsey. Her hair partially stands up for a moment before falling as she jumps onto her feet.

Chelsey: What happened?
Ben: Darkstar and company knocked you and Mercedes out, and that company got away.
Chelsey: Without something to track her by, I can't find her again.
Ben: Well, we don't have to worry there. He opens his hand, revealing one of the plusses he caught. It was that Streak's; she turned into some weird thing made out of these and tried to get away, but I-- (the plus begins to fly like a butterfly, flapping either end of its plus-like wings, but Ben catches it) caught one. We don't have much time to use this; Omnigirl has the ten-minute rule on her Omnitrix. Once she runs out of time, I think she'll just turn back. Hopefully, she's like Ditto—she won't change back until all of the pieces are close together.
Chelsey: Open your hand. Albeit skeptical, Ben obeys. The plus immediately tries to make a break for it, but Chelsey captures it in a mana bubble protected by hexagonal barriers all around. I've got a lock on her, Ben, but she's quickly on the move.
Ben: Then *we* better move.
Chelsey: Wait, do you know about any of this alien's weaknesses? Maybe I can stop her from afar if--
Ben: I don't. Transforms into Frisbit.
Frisbit: I've told you, she's got some of my aliens, but also a bunch I've never seen in my life.
Chelsey: Then we need to move as soon as we get Mercedes up.
Frisbit: No, Chelsey. She's not fit to fight this fight. He steps over to Mercedes and lays a hand on her body. Omnitrix, (another beep) status?
Assault Omnitrix: Galvanic Mechamorph analysis complete. Subject is offline.

Frisbit stands up.

Frisbit: Ship's interfering with the scan, and if he's down, we can't get him off until he comes back to.

Frisbit removes his frisbee from his back and drops it on the ground as he leaps into the air, perfectly landing on its center when he falls.

Chelsey: Where are you going?
Frisbit: Nowhere without you. Give me your phone.
Chelsey: What? Why? What does that have to do with this?
Frisbit: Just give it to me. Chelsey sighs, and as skeptically as the enemy-holding Ben opened his hand, removes her phone from her pocket and lobs it to Frisbit. He gives it a quick visual analysis by turning it over a bit and looking at all sides. Called an ambulance to this position, (tosses the phone back to Chelsey) and also increased your phone's speed by 56.98% as well as battery efficiency by 42.69%. You're welcome. Now get on.
Chelsey: Why?
Frisbit: Do you want to stand here and argue about how we're going to catch that girl or just go after her? My Omnitrix's pretty low on power for having to wake you up how I did.

Chelsey gets on the frisbee without any other word, Frisbit adjusting his position to allow her on.

Chelsey: Omnigirl?
Frisbit: Maybe I am better off just naming my guys.

[The search resumes when they believe they've cornered "Omnigirl"...at Ben's house. When they step inside, even Chelsey's powers are no match for the force that draws the alien plus piece to another part of the house.]

Frisbit: Let it go, Chelsey. She's in the house; this'll lead us to her. Chelsey immediately releases her grip, the barriers breaking first followed by the fading of the main bubble. Chelsey and Frisbit follow the plus as it twirls its way to Ben's bedroom, slipping into the tight key hole. Only problem with locking yourself in my room is the fact I have the key.

We hear the Omnitrix time out on the other side of the sealed door, then an odd clanging of metals.

Chelsey: Ugh...something's seriously wrong with this girl. Before, she made the tracking a bit hazy. Now, I can't even get a fix on her even though she's right there.
Frisbit (beginning to open the door with a key poking out of his frisbee): Well, in a second, we're both going to have a physical fix on her. As he prepares to conclude the door unlocking with the removal of his key, the lock changes shape, snapping the key in half. Hey!

The door continues to upgrade its lock system, expanding with the addition of at least a dozen new locks spanning the height of the door with advanced security.

Chelsey: Step back, Ben. Let an Anodite show you how it's done.
Frisbit: I thought Anodites weren't good with tech.
Chelsey: A lot aren't -- myself included. Frisbit raises a portion of his single, large eye to simulate a brow raising, but moves out of the way regardless as Chelsey takes his place. She begins to fire straight beams of mana at each lock, breaking and unlocking them. Halfway done! 'A black-armored fist busts through the wall and pounds Chelsey in the stomach. She falls to her knees with Frisbit coming to her aid and the fist retracting into Ben's room. She quickly gets back up to her feet, her eyes aglow. Ben, I'm going to have to cause damage to your house—it'll be minor.

Frisbit: I don't kn--Before he even finishes speaking, she rips the door off its locks and hinges and slams it forward. Once it enters the room, it's rotate to push "Omnigirl" into the wall where the TV is—or was, now. As Frisbit runs in straight to the open window, Chelsey takes to the detached door. With her mind she pulls it off the wall hoping to find the black armor-clad Alphaline Omnitrix wearer underneath, but just as she finds nothing, Frisbit says something. Chelsey, she's making a run for it outside.

Frisbit jumps out the window and transforms into XLR8 to chase down on-foot Omnigirl. He weaves through street lamp after stop sign, fire hydrant after pot hole, jogger after pet owner and pet, but running though the active roads fares to be a formidable obstacle. As XLR8 finally makes it to the girl, however, she leaps into the air at humanly reachable heights, and backflip-kicks XLR8 in the face. XLR8 isn't truly thrown off track, but his speed is deterred and he begins to trip a bit. As Omnigirl continues to make her distance, XLR8's unsteady walking turns into tumbling into the middle of traffic. He just narrowly misses a truck as it comes to a rather impossible stop. Chelsey makes herself visible as XLR8 regains composure, her arm outwardly held facing the truck.

Chelsey (lowering her arm): You're welcome. How about you don't take off without me next time? XLR8 gets onto his feet and in the blink of an eye collects Chelsey onto his back. Whoa.
XLR8: I'm fast, I know. Pointing his head to the tallest skyscraper in all of Bellwood, just up the road, which Omingirl is climbing by hand: We're going there, to the top of Billions Tower.
Chelsey: You want me to actually do something by teleporting us to the top so we beat her?

From a distance, we see Omnigirl launching herself up the side of Billions Tower. At the previous glance, she was 50% of the building. On this one, she's at least 90% up.

XLR8: Whatever she is, it's not human. Even if we teleport, she'll already have made it up. Plus, you'll be drained.
Chelsey: Not as much as Gwen.
XLR8: But will you be able to get us up and still have enough power to beat another person using an Omnitrix?
Chelsey: I'll have enough power; she'll be in whatever form she normally is. And yeah, that can be at least part-human.
XLR8: She's not a hybrid, and she'll probably have enough charge by the time we're up there because of the wait while we had a part of her body overtime. He begins dashing for the tower, reaching it in seconds. Let'see if this works!
Chelsey: Wait, Ben, what are you going to--

XLR8 dashes up the steps in front of Billions Tower. When he reaches level land, he almost instantaneously adjusts. He then rushes for he outer wall of the building, gripping it with his wheels and rolling up the 90-degree angle with ease.

XLR8: Can't believe this is working!

XLR8 rushes up the building, weaving through open windows and window wiping platforms. In less than fifteen seconds, he makes his way up the tallest site in town, where Omnigirl is seen. Upon the two's arrival, she becomes a female Vaxasaurian before their eyes. She knocks Chelsey off of XLR8 powerfully enough for her to incur physical damage as she falls off XLR8 and the building. The Vaxsaurian stands there, grinning an waves as XLR8 simply scowls. He turns away from her, and when he cocks his head to see her while doing so, she's already found missing. He ignores it and rushes down the side of the building Chelsey was thrown down, zigzagging through all obstructions. He runs faster than she's able to fall, reaching her location and leaping off the building before getting even halfway down the tower. Catching her, he begins to fall feet-first onto an adjacent building's rooftop. He leaps off it to get onto the ground, where he meets with three parked Plumber Humvees. The leader behind each of the cars exits the central-most Humvee and reveals himself, a tall human completely covered—even over the head—with an advanced white Plumber suit.

Squad Leader: Magister Monty K. I'll take her from here, Mr. Tennyson.

XLR8 hands Chelsey to Monty K.

XLR8: Why are you guys here?
Magister Monty K/Squad Leader: Maybe you've forgotten this, Ben, but the Plumbers are the ones in charge of all this. You've just managed to appear *sometimes* did a pretty good job on our own while you were out of commission until a few weeks back.

Monty K turns around opens the Humvee trunks. He lays her there, and the trunk rotates itself out while extending the rest of the car accordingly. In the meantime, XLR8 looks to the roof of the tower from the ground. We can hear one of the Plumbers in Monty's squad receiving a call, some of the other Plumbers listening to the same call on the car radio.

XLR8: Be on the lookout for a girl using an--

XLR8 overhears one and slowly approaches it to get a better understanding.

Plumber (radio): ...Mint in Kings. At this very moment, the perpetrator is considered armed and dangerous. All units proceed with caution.
XLR8 (to the driver of the car he'd approached): What was the whole message?

The Plumber driving turns raound, revealing a plain red humanoid to be in the suit.'

Red-skinned Plumber (high-pitched male voice): A crazy unidentified in some durable armor just broke into the Kings Mint.

XLR8's eyes pop. He slides his visor on as he moves to Monty, who's just heading for the driver door of his Humvee.

XLR8: Magister, we have a problem.
Magister Monty K: I heard.
XLR8: You don't understand what kind of threat this is.
Magister Monty K: As a Magister, you rarely underestimate--
XLR8: I want you and your squad to bring Chelsey back to base, now. I'll take care of this. Only I can.
Magister Monty K: Ben Tennyson, I--
XLR8: Listen, that intruder's wearing on Omnitrix. If I don't make it out alive, come to my aid and make sure my grandpa knows about this. He can get all he needs to know from Azmuth.

XLR8 dashes off.

Magister Monty K (just as XLR8 takes off): Ben, no!

Monty sighs and puts a finger to his ear to speak to an off-site Plumber. A hologram appears before him of Max's upper body.

Max (hologram): Plumber Universal Contact Interface, who are you looking for within this sector?
Magister Monty K: Put me through to Magister Maxwell Tennyson.

[We transition to the Kings Mint where Omnigirl was report as having infiltrated. Inside, over a dozen men lay knocked out on the ground, but the source of it is nowhere to be found. Ben in human form is seen strolling around.]

Ben (strolling, speaking loudly): I'm here, and I know you are, too. Look, my Omnitrix ran out of power. He points to his Omnitrix with a red hourglass. I'm stuck like this, and you took out my only available friends, but it doesn't matter. I just want to talk; can you?

We shift to a beam near the ceiling the Mint. Omnigirl is crouched on top for only a moment, but soon sighs and drops to the ground fist-first into Ben's skull. By the time Ben even notices this, she's right above him. It's too late. We close on a view of Omnigirl, looking up from the hole she bashed Ben into.

[END OF PART III]

Part IV

[We reopen with Omnigirl standing up and leaping out of the hole. She puffs as she spots a wide, flat piece of multi-colored paper in the hole, an Omnitrix emerging on top. The paper reassembles itself, growing to become a flat paper version of Ben. As it pops out to become a 3-dimensional cutout of him, the Omnitrix positions itself on his chest. His body changes color, becoming entirely white where other colors were.]

Paper Alien's Voice (just slightly higher-pitched version of Ben's): You're a monster, you know that? As his body is all white, it begins to change shape to reveal an alien form constructed solely of paper with a chest-mounted Omnitrix symbol. He's scrawny with a triangular head, big rectangular white eyes, and non-visible mouth. I was Cardstruct, but apparently if it wasn't for that, you would've torn me to shreds—no pun intended.
Omnigirl (a deep, modified voice): I know.
Cardstruct/Paper Alien: What do you mean you "know?" There's no way you knew I was alien.
Omnigirl: My Omnitrix gave me a scan, said you were. Thank you, by the way, for every last transformation, you've donated.
Cardstruct: You can't use it any way; you're timed out. And let me guess: every time you ran away these last few nights, it was also because you were about to time out! Actually, hey, how did you scan my alien if I can't scan you! My Omnitrix doesn't even pick up on aliens when you're transformed.
Omnigirl: Boy, do you talk a lot. She turns around and proceeds to one of the still-active machines in the building to collect some money. Cardstruct leaps out of his hole and goes after Omnigirl. How about you get away from me? There won't be any trouble if you do.
Cardstruct: Say that to all of the people you've robbed. The moment you stepped into Bellwood and started using that Omnitrix, there was trouble. Now, give it to me, and step away from the coins, or--
Omnigirl (flipping around and directing her presumably Omnitrix hand toward Cardstruct, rushing her words): Omnitrix, deploy silent fire! A flame is expelled out of a hole that opens on her wrist supposedly where her Omnitrix is hidden under the armor. Cardstruct quickly jumps out of the way, mid-air firing several copies of his fingers at his opponent. They're all engulfed in and turned to ash by the moving flamethrower. She attempts to increase the intensity of the fire as well so as to scorch Cardstruct but fails due to his landing behind another of the functioning machines, where he momentarily takes refuge. In the meantime, Omnigirl lowers her weapon and continues to grab as much money as the pockets that appear almost out of nowhere on her armor can hold. Conceal yourself as much as you desire, Super Ben. I'm not here for you anyway.

For a few minutes, Omnigirl goes on with her money collection, the only sound in the room aside from the machines themselves being Omnigirl, shuffling through their products. A distraction arises, however, in the form of Alien X who becomes visible on the opposite side of the coin production conveyor belt the girl is looting from. She is temporarily stunned by the sight as Alien X speaks.

Alien X: ALIEN X! Motion to speak to enemy Omnitrix wielder, seconded. Relinquish your watch, or we will remove you from your existence.

Alien X's previously stunned adversary claps in response.

Omnigirl: You legitimately scared me there, buddy, but if you are Alien X, then feel free to wipe me from existence right here, right now. It's a much greater sentence than life anyway. She raises her hands and looks to the ceiling as she prepares for her punishment. She eventually lowers her head, arms still extended. Oh, but wait, you *aren't* Alien X, are you? Alien X squints at the wise Omnigirl, then lunges at her, though she just moves out of the way leaving Alien X to slam his jaw into the ground. As he turns his head to face Dawn from the floor, you can see his sizable chin jammed like paper. I should know exactly when you transform, Tennyson, not that you will again during this encounter. Let *me* guess this time: that illusion you dimwittedly pulled on me wasn't entirely lying. Your Omnitrix doesn't have enough power to sustain yet another transformation. And once that inferior battery's tapped out, you're stuck as little old unskilled, untrained Benjamin Kirby Tennyson. You're embarrassing. Just give up!
Cardstruct/Alien X (gradually, reverting to his natural form): Never!

Cardstruct launches a huge wad of paper which Omnigirl manages to perfectly circumvent as she backflips away from the attack. Cardstruct continues to fire after her landing as she weaves left and right, ducking and jumping after each successive attack. Eventually, Cardstruct comes across a bad shot that throws him off-balance after firing. The shot itself manages to jam a few gears on the machine Omnigirl had been stealing from, disabling it.

Omnigirl: Great, now there's only three left.
Cardstruct: And soon, there won't be any.
Omnigirl: And you'll just have to pay for them.
Cardstruct: Don't worry about me; I can repair 'em just fine.
Omnigirl: So then I'll just come back when you do.
Cardstruct: And I'll fight you when you come back.
Omnigirl: And you'll lose.
Cardstruct: In a fair fight, probably not.
Omnigirl: Oh, but I don't play fair.

With the snap of her fingers, Omnigirl sends Cardstruct wildly, frantically searching the room from his spot, but finds nothing. When he looks back to her, she's gone.

Cardstruct (sighing): She's gone.

Cardstruct prepares to leave the Mint, but upon checking behind him, he finds Omnigirl staring him down. As he backs up to try and escape, he bangs into another armor-clad menace—another Omnigirl. She grabs him from behind and holds him tightly.

Omnigirl (original, holding Cardstruct, to duplicate): Go collect as much as you can! As the other Omnigirl proceeds to the farthest-away of the three remaining operational minting machines, Cardstruct attempts to hurt there alone by bashing his head into the face of her helmet. It's fruitless, Omnigirl chuckling. You're made of paper, or did you forget?

With that reminder, Cardstruct disconnects every piece of his body that Omnigirl's holding of his, leaving a running body of him with nothing on his arms beyond the elbows. He dashes into the shadows with Omnigirl simply shaking her head and proceeding to the adjacent minting machine. While turned away, her head is knocked face-first into the conveyor belt by a massive, dense ball of paper. Omnigirl turns around as soon as she recomposes herself finding the titanium alien-mimicking Cardstruct.

Cardstruct (standard high-pitched voice): You know I haven't changed, but at the very least I'm more durable with all this clumped-up paper.
Omnigirl (directing her flamethrower at Cardstruct): In a second, it won't matter.

Omnigirl fires at Cardstruct, but as quickly as she does, he leaps out of the way and into the shadows where he camouflages to match the one-color floor. His tactile foe stays on her guard, albeit constantly facing only one direction.

Cardstruct (Omnigirl throwing her head to face the invsible source): How did you manage to split up anyhow? It can't be a clone using Echo Echo or Ditto; you'd need power, otherwise, they'd return to you, even if you were in your regular form.
Omnigirl: My *human* form.
Cardstruct (Omnigirl shifting her sights the source moving has he speaks): What? You can't possibly be human.
Omnigirl: I am.
Cardstruct: You scaled Billions Tower. I don't even think Humungousaur can do that without falling.
Omnigirl: I'm a bit more dainty, and as I said, you're untrained.

Our paper-made hero suddenly appears behind Omnigirl and before she can truly react, she's knocked onto the conveyor belt by a titanium alien-resembling Cardstruct. As he prepares to rush after the duplicate, the original grabs him by the foot and launches him to a wall on the complete other side of the building. He disconnects into several hundred cards with which he pierces the wall. He reverts to the form natural of the transformation. He turns to see the cards that actually managed to lodge themselves in the wall.

Cardstruct: Hmm...As the real Omnigirl proceeds to collect money believing Cardstruct to be distracted, he appears before the other and immediately engages in a one-on-one hand-to-hand fight. One attempted blow to Cardstruct misses as he sways to the right, unfortunately leaving him vulnerable to an attack from Omnigirl's right. An uncalled-for blast of paper to her left from Cardstruct pushes her away. He grins as she looks back up to him, though loses the satisfaction as a flamethrower is drawn. Cardstruct quickly fires several cards, but she unleashes an intense flame at each one. Unfortunately, however, the speed at which she'd fired had an effect on that intensity, allowing several cards to get by on fire, however. Before she knows it, they're each lodged into separate openings ion her armor—or dropped on the floor if such an opening wasn't found. The few that did, however, impact her, leave this Omnigirl frozen, stunned. Her flamethrower ceases fire, but her arm is left outstretched. Before long, sparks flying from the areas hit by cards become brighter and brighter. Their presence soon includes spaces all along the armor, which gives way over time and simply falls forward. Not was I entirely going for, but definitely still helping the name "Cardstruct."

After saying this, the true and original Omnigirl looks over and sees the disabled robot.

Omnigirl: Noo!

Omnigirl rushes over to Cardstruct, who begins to fire larger and larger balls until she's finally thrown off in her anger. One oversized ball of paper knocks her onto her back on the ground. As she tries to get up, Cardstruct appears overhead with a hand pointed at her.

Cardstruct: Checkmate?
Omnigirl: With paper balls aimed at me? Yeah, think again. She sits up in her attempt to fully regain stature only to be met with Cardstruct tapping his Omnitrix symbol to truly transform—into Plasmodic. You've doomed yourself. Plasmodic (charging up lasers now present in place of hands): Doubtful. I've got enough time. The lasers become as bright as they can be. Goodbye.

Plasmodic begins firing, but a huge flash ensues with his Omnitrix symbol as the source. We look to Omnigirl's helmet face, which merely receives a scratch on the front of her helmet, as she watches Plasmodic become human, with a timed-out Assault Omnitrix.

Omnigirl: Too slow, Tennyson, too slow. She shoves Ben out of the way as she gets up and directs her flamethrower at Ben. Now, I could eliminate you right here but that'd be no fun.

Omnigirl lowers her hand and proceeds to her robot. Ben attempts to punch her to throw her off, but all it does is leave a rip on the bandages of the hand he used. The girl laughs as she continues walking away.

Ben: Where are you going, Omnigirl?

The woman in armor comes to a full stop.

Omnigirl (beginning to turn around to face him): What did you just call me?
Ben: "Omnigirl;" it's the name I--

Omnigirl instantaneously arrives before Ben to shove him way with her finger to his chest, poling and pushing him back as she speaks.

Omnigirl: Ben Tennyson, get your facts straight. I'm. *Not*. Female.

While his eyes initially gape, Ben quickly tones his reaction back to a questioning brow raising.

Ben: You're lying. Azmuth's readings prove you're female; not to mention, all your transformations are--
Omnigirl: FALSE! They're lies!
Ben: I've seen your aliens with my own--

Ben is interrupted by a powerful whole-handed shove down onto the floor.

Omnigirl: I'm not talking about that! The Omnitrix is lying. Under this suit could there never lie a female; no girl is capable of what I've done today! This Omnitrix just continues to yield female transformations every time I transform since I put this on. It's obviously damaged, and I can't repair it! Now you better get the word across about my gender to your "Azmuth," Tennyson. *He* continues to walk over to his robot, during which span he concludes his monologue. And stick to naming your aliens, hero; you're better at that. He quickly collects the cash taken by the robot from its pockets, then stands up and turns to the front entrance. See you again sometime, Ben. By the way, the name's--

We rewind to a time just before the fruition of the Thep Khufan Commander's plan. We track her face as she twirls through the air, perfectly landing at the very bottom of the Commander's altar in his throne room from her previous place down the aisle. We then pan to a close-up of Dawn, a man hired for the retrieval of a rare crystal, just as then-Commander Tersce Tenebrosi speaks.

Thep Khufan Commander (flashback): Perfect. And have you found where she hid my two men, Dawn?

We retake our place in the present.

Omnigirl: --Dawn.

Ben audibly gasps.

Ben: Dawn. You...you aren't the Dawn who killed my cousins. You can't be. Dawn/Omnigirl: In the flesh, and you can't do anything about--
Ben (yelling angrily): You helped the people who were willing to blow up the Earth - who destroyed everything. YOU'RE A MONSTER, JUST LIKE I SAID! Dawn ignores Ben at this point and proceeds to the front door. Ben: You're not leaving with that money. Put it back!
Dawn: Or what, hero?
Ben: You'll find out as soon as the Plumbers outside deal with you.
Dawn: Seriously, man, thanks for the heads-up! He begins running to a ladder in the room and heading up, Ben getting up to follow. For a hero, you're not half-bad at helping the bad guys!

As Dawn rushes up the ladder, Ben crawls up behind. Making it to the top first, Dawn waves to Ben down below as he pushes the ladder away. We watch from Ben's perspective as he plummets to the ground. Just before he does, however, we transition to a third-person view of Dawn, who makes a run for it on the platform above to a ladder in the center of the room, half-distracted by the loud clang of the ladder's -- and subsequently, Ben's -- crash to the ground. As Dawn looks back to where the commotion occurs, we—including Dawn—notice Ben using objects on the wall to parkour back up to the platform. After Dawn successfully makes it to the ladder, it's a quick ride up it with Ben running behind him. Upon arrival on the roof, Plumbers all around begin firing, but not before shooting out the glass roofs that falls to prevent Ben reaching the ladder does Dawn take on the assembled law enforcement. On all ends, the Plumbers are firing, but Dawn heads for just one, taking out only one Plumber in his way, before leaping off the building to the next without the bullets that fire barely impacting him. He begins to run on all fours as he goes rooftop after rooftop, until he mysteriously, magically, disappears. As Ben makes it up onto the roof of the Mint, a message goes out to all of the nearby Plumbers from the pilot of a high-up overhead ship with its lights previously fixated on Dawn.

Plumber Pilot: We have lost visual and scans are negative; repeat: we've lost him.

As the Plumbers on the roof give up hope, we pan to the roof of the very Plumber ship from which the Plumber pilot broadcasting the message is stationed. On top lay a familiar male Thep Khufan, draped in a black cloak and armed with a custom alien pistol.

[We transition to a close-up view of a hairy fist being slammed onto a table. We pan out to find it's that of a female Loboan, who flashes red and reverts to a human covered in a plain black hoodie -- with its hood masking its owner -- jeans, and sneakers. On a moment's notice, black armor conceals this uniform, revealing this unidentified male to be Dawn.]

Dawn: We've lost a bot, and even if we get it back, there's not telling what repairs will cost us. And we certainly can't get any more for the same price.
Familiar Voice: Free is a fairly hard price to match—what did you want me to call you, Dusk?

The voice's owner reveals himself. Stepping into the shot beside Dawn is Darkstar.

Dawn: Dawn, and I know that was deliberate.
Darkstar/Familiar Voice: Maybe so, but what's not deliberate is your decision not to eliminate Ben Tennyson.
Dawn: Even if it were deliberate, that statement wouldn't make much sense, now would it?
Darkstar: You know what I mean. You decided not to take him. You finally had him in the palm of your hands; he was yours for the *killing*. Why did you not do it?
Dawn: Uhh...I wanted you to do the honors.
Darkstar: What?
Dawn: Yeah, with your new powers and all, who better to finally waste Tennyson than you—a person who's also had his life ruined by him.
Darkstar: I'm flattered—you're right with what you're saying...but your life's also been ruined by him.
Dawn: Not directly, and not nearly as substantially as yours has my life changed. Your days feature nothing near the same routines as they once were—assuming before he came, you weren't...how you are now.
Darkstar: You've assumed right. But you still had h--
Dawn: Get off the topic, Morningstar.
Darkstar: That's Darkstar to you.
Dawn: Who I am behind this mask isn't nearly enough to blackmail me with. I should call you a brony while I'm at it with names, Darkstar, because both would be true things about you.

Angered, Darkstar puffs and exits the room via an automatic door. Dawn is left staring ahead at three pods, only the rightmost two of which contain robot versions of him while the left is empty.

[END OF PART IV/EPISODE]

Synopsis

Dawn returns, performing marvelous robberies aided by his very own Omnitrix and partner Darkstar, an accidental gift of Azmuth's.

Assault Omnitrix Alien Debuts

  • Cardstruct

Alphaline Omnitrix Alien Debuts

  • Hindsight
  • Starhavoc
  • Chronospect Streak

Characters

Villains

Aliens Used

(by Ben)

  • Alkamine (accidental transformation; selected alien was Diamondhead)
  • Wildvine (offscreen transformation)
  • Titanium Alien (x2; first time: offscreen transformation)
  • Combustiball (offscreen transformation)
  • Brawnoceros
  • XLR8
  • Cardstruct (offscreen transformation) (first appearance)
  • Plasmodic

(by Dawn)

  • Telekinetic Alien (offscreen transformation)
  • Four Arms (offscreen transformation)
  • Dawnmummy (offscreen transformation)
  • Chronospect Streak (offscreen transformation)
  • Starhavoc
  • Dawnwolf
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