//------------------------------// // Chapter 2 // Story: Equestrian Omni-Hero: Destroy All Aliens // by Blaze-saber //------------------------------// The three soon traveled to a forest just outside of the city before landing on the ground near a large clearing. Tetrax stepped up before he raised his hand and a circuitry in his palm glowed. Soon a laser beam came out and circled the area before his ship was unclogged and Gluto came out. "Has Azmuth and Zenith arrived while we were out getting Helix, Gluto?" Eighteight asked him. “No signs of them.” Gluto spoke up to them. “Odd. Azmuth and Zenith said that they and Myaxx would meet us in these coordinates.” Tetrax said in confusion. “Wait, they’re coming here? I thought we might have to go into space to them.” Helix asked in surprise as his Omnitrix then started sparking, which he quickly covered up. “Is there something wrong with your Omnitrix?” Eighteight questioned with a confused tone. “It’s probably nothing.” Helix said to them while looking uneasy. “I’ll go search for Azmuth, Zenith, and Myaxx ahead to see if they’re close by.” He said as he hopped on his Hoverboard and took off. "Helix, wait!" Textrax called out but Helix was already too far ahead. Helix rode his hoverboard out of the woods and down the road as he let out a sigh of relief. "Boy that was a close one.” He said to himself before his Omnitrix started to glow bright. “What the… What are you doing now?!" The energy from the Omnitrix made it hard for him to stay balanced on his hoverboard as a large chariot was heading towards him. “Whoa! Whoa!” Helix called out as he narrowly avoided the chariot, but his Omnitrix tapped the side of it as it released an energy wave all over it as he fell to the ground off his hoverboard as he stood up while rubbing his head. “Ow.” He muttered as the Omnitrix stopped glowing. Helix then turned to the chariot as he gasped and quickly rushed towards it as he saw it crash into the tree. “Hey! Are you okay over there!?” He called out in concern but got no response before he started hearing a loud noise. He looked around before he saw a large branch piece of a tree falling down and Landing on top of him, pinning him to the ground. He struggled to get the piece of tree off of him before he saw an alien that is roughly similar to Misty’s Giantess, but it has purple and black details and with red eyes and with claws as she gave a roar. “Wow. You look like Misty’s Giantess, but only way uglier.” Helix commented as the Evil Giantess walked towards him as Helix struggled to get free or reach his Omnitrix. “Come on! Come on!” He cried as the Evil Giantess was about to step on him, but diamond shards got her on the foot, causing her to roar in pain and stepped back. Tetrax and Eighteight soon flew in before they helped Helix get the piece of tree off of him. "Man, am I glad to see you both again." Helix said with relief as the two looked at the giant alien. "Where'd that To'kustar come from?" Eighteight questioned. “And why is it attacking?” Tetrax asked next. “Questions later. It’s time to even the odds, because it’s hero time!” Helix declared seriously as he activated the Omnitrix and switched to the Way Big icon. “Way Big hero time!” He called before  he slammed the core down, but instead of Way Big, he became Jetray. "Oh come on, it is still not the time to be messing with me, watch! Oh well." He said as he was about to fly ahead, but Tetrax caught him. “Hang on, Helix. You need to know the first rule in battle since you're the wrong alien.” Eighteight said to him. “Focus on your enemy’s weakness.” “In the case of To’kustars, it’s the frills on the top of the heads!” Tetrax advised as he gestured to the two frills on Evil Giantess’ head. “Right. Aim for the frills.” Jetray nodded. "Aim for the Way Bad's weak spot." "Way Bad?" Eighteight repeated in confusion. "Well it's better than calling it Evil Giantess." Jetray explained. “Go! We’ll distract it!” Tetrax called as he ready his diamond blade and Eighteight ready her blasters as they fired on the Way Bad’s leg while Jetray flew up. The Way Bad glared at the two before she kicked them back while Jetray managed to fly close to the frills on our head. "Get ready to feel the stinging defeat from Jetray!" He declared as he was about to fire all three lasers at it before the Omnitrix started beeping red to get his attention. "What, already?!" He complained before he timed out and Helix began to fall out of the sky. Helix screamed before he managed to grab hold on one of the frills as he dangled from it. “Please recharge! Please recharge!” He pleaded to the Omnitrix, which by his wish, recharged quickly as it gave a beep. “Yes!” He cheered, but then the Omnitrix then gave another rainbow glow as the Way Bad was covered in it before she vanished, causing Helix to fall again as he screamed. "I got you!" Eighteight called out as she caught him mid-air and carefully flew down back to the ground. "By the way, nice job destroying the To'kustar." “Y-Yeah. I guess I did.” Helix said while looking at his Omnitrix. “I guess there’s one good thing about that trick.” Meanwhile, the Young Six were all packed up for their fishing weekend but Silverstream had a sad look on her face. "I know his parents had to ground him and everything, but couldn't have done it next weekend?" She asked. “Yeah.” Sandbar said in agreement. “Helix was looking forward to this trip for a while. It has been a while since we actually were together since we took down Vilgax.” "And don't forget about that tank." Ocellus reminded them. "It feels like the universe doesn't want us to have fun together again." “Yona misses Watch.” Yona said sadly. “I do feel kinda bad that I zapped him with my dismantling spell.” Smolder said with a guilt expression. “I’m kinda surprised that he survived that and I’m surprised the Omnitrix is still in one piece from that blast.” "Not exactly comforting there, but I guess that's how dragons roll." Gallus said with a shrug before Cozy walked in with a new mane look. "Everyone ready to go?" She asked before she noticed the glum looks on their faces. “Did I walk into a funeral or something?" “Cozy, I don’t know if we’re in the mood to even go.” Sandbar said to her. “What? Why not? Headmare Twilight and the teachers have been planning this for weeks.” Cozy said to them. "Yeah, with Helix coming with us before he got grounded." Smolder retorted with an eye roll. "Oh, you miss him don't you?" Cozy asked rhetorically. "But hey, but that cool watch of his, it is kind of hard not to miss him." “Cozy, the Omnitrix sometimes does not work in his favor.” Gallus said with a brow. “Sometimes it has a mind of its own when it gives him the wrong aliens.” “Not to mention it’s just a gadget. But Helix sees us as his team and closest friends when we helped him along last summer.” Ocellus pointed out. “And he really missed us.” Silverstream added with a sad look. “Last night, he was overjoyed to see us even if it was one night. And he really missed his alien friends like we do when they went up into space to the Plumbers Academy.” "Okay I get, I mean you guys spent a whole summer with them and I only got to know them for a few weeks." Cozy told them. "But hey, if we didn't meet that summer day, I would still be in Tartarus." “Well, good for you. But for Helix, he really missed us.” Smolder said with her arms crossed before Twilight came in with Spike. "Kids, is Helix here with all of you?" She questioned them. The Young Six gave all sad looks as Gallus spoke up. “If you haven’t heard, he’s not coming, Headmare Twilight.” He said with his arms crossed. “What? He isn’t?” Spike asked in surprise, as was Twilight. “His parents grounded him just because he used the Omnitrix at his school.” Ocellus explained. “So, he couldn’t come with us.” "Well it's a funny thing about that, we just got a letter from his parents and they said he's gone." Twilight told them which really surprised them. "They found a Diamondhead shard in his room and both his hoverboard and suit Rarity made for him are missing." “Wait, you mean he just left, just like that?” Cozy asked in surprise. “Yes. We thought he might’ve sneaked out with you seven to join us.” Twilight said to them. "But he's not here, we swear." Gallus told her. "You don't think something bad happened to him?" "Well, we're heading to Hoofwood to find him, all of us." Twilight told them. "That means you too, Cozy." “Well, okay.” Cozy said with a shrug. “Something tells me that colt wouldn’t have gone too far.” “Cozy, this is Helix.” Smolder said with a brow. “When things happen, he always goes too far.” Tetrax, Eighteight, and Helix returned to his ship with Gluto outside with them as he was informed what happened earlier. "It could be possible that this To'kustar is linked to their delay." Gluto theorized. "If so, we should contact your parents." Tetrax told Helix. “No! I don’t think they would even understand.” Helix said with a serious tone. “We’ll search for Azmuth, Zenith, and Myaxx ourselves. Might even have to get my friends from the Plumber Academy, to help search the whole galaxy if we have to. However long it takes." “This wouldn’t have to do with you being grounded, would it?” Eighteight questioned as they walked up to the ship. "Uh, did I really say I was grounded before?" Helix asked sheepishly as he followed them in. "I totally meant grounded in reality, you know, like a real hero." He said as they went inside the ship. They then entered the cockpit as Gluto went up to the controls as Tetrax lifted Helix’s hoof with the Omnitrix up. “We need to make the final preparations.” He said as he was about to place his finger on the Omnitrix. “I told you, the Omnitrix is fine.” Helix assured them as he pulled his hoof back. “Relax, this is going to be for your own protection." Eighteight assured him. "After all, once we get your friends from the academy, it's going to be a long journey ahead of us." This made Helix interested in the idea as he raised the Omnitrix up. “Well, when you put it that way.” He said with a smile. “Go ahead.” Tetrax then placed his finger on the Omnitrix, with the tip of it starting glowing as the Omnitrix glowed a bit before he stopped. “There. We’ll explain the new settings when we leave orbit.” He said as he and Eighteight took their position as Helix looked at the Omnitrix as it glowed tan peach a bit before it beeped green. Gluto started up the engines as Helix smiled brightly. The ship then started taking off as it started leaving Eqiunn’s orbit as Helix looked at the monitors as he saw them leaving his home planet. “Well, this brings back memories. Saving the universe, reuniting with old friends, working as one, with no teachers, no grounding, and no more being separated from my friends again!” He cheered in pure joy before it was short-lived when the entire ship started to shake. "What's going on?!" "We've been hit by something on the planet below?" Gluto responded with confusion before a big hole was burst through the side of the ship. Helix held onto the chair when he was being blown in, but he didn’t held on tight as he lost his grip and flew to the hole. “HELIX!” Both Tetrax and Eighteight called as they tried to grab him, but Helix already went through the hole. “TETRAX! EIGHTEIGHT!” Helix cried as he was falling back to Equinn below from orbit. In the sky, Helix kept falling as he tried to activate the Omnitrix, but was having trouble doing so. “Come on! Come one! Work, you stupid useless piece of junk!” He called as he kept hitting the watch while he was falling from the sky. He was getting too close to the ground before the Omnitrix finally activated and he transformed just before hitting the ground. "Ow." He groaned from inside a large crater he made before Gravattack climbed out. “Well, I did say I wanted to get away from it all.” He mentioned before he noticed the sun coming up. "Now where the heck did I land?" He asked himself while looking around at his surroundings. In Equestria, the group are in the mobile base with Dust, Delta, and Xylene as Smolder was in a meditating position while her eyes were glowing. "Anything yet?" Misty asked her. “No. I can’t seem to pick up Helix with the locating spell.” Smolder said with a concerned frown. “This is the last place I could pick up any trace of his energy.” “Let’s check it out.” Delta said firmly as they parked at the spot Helix, Tetrax and Eighteight fought the Way Bad. They went out and inspected the area and saw broken trees with diamond shards and scorch marks. “Looks like there was some kind of battle here.” “An alien battle. Helix must’ve gone Diamondhead and fought them off.” Twilight theorized before they saw the crashed chariot up ahead. "And he might have been protecting someone in the process." "Wait, look at the ground." Cozy told the group as she noticed something off. "There's no wheel tracks here. Isn't it odd that there's a crashed chariot here but no tracks left behind?" “Cozy is correct. I don’t believe this is a truck.” Xylene said with a suspicious tone as she used her powers on it, which caused the chariot to glow as it revealed to be a robotic head piece of Vilgax’s old drone with thrusters on the side. “A holographic cloak.” "Hey wait a minute, haven't we seen that spaceship before?" Sandbar asked before a bright light nearly blinded them from above as the wind started to pick up. They looked up and saw another familiar ship Landing in front of them. "And that one too!" "Yeah, that's Tetrax's ship!" Applejack exclaimed before the cargo bay opened up and the three passengers walked out. “We need to talk.” Eighteight said seriously. Somewhere with Gravattack, he is still walking down the path just as the Omnitrix started beeping, but instead of red, it was beeping a peach color. “Finally, I can get a ride without freaking out the driver and passengers.” He said as he was caught in a bright green flash, but instead of his normal pony form, he transformed into Shock Rock, which got him by surprise by his form. “Hey. Why didn’t I turn back?” He questioned as he tapped the Omnitrix, but nothing happened. He let out an annoyed groan before he continued on. So far he only saw open fields until he saw some sort of rock formation up ahead. "Whoa. Cool." He said as he walked up to the rock formation and gently placed his hand on it. “Did I just travel back in time?” Then a bright blue flash appeared behind him, which got Shock Rock’s attention as he turned and saw a blue Upgrade behind him. “No. But you are running out of time.” It spoke with a dark female voice. "Who are you, a blue Upgrade?" Shock Rock asked before she finished in a flash of electric blue light. The same bright blue flash happened behind them before you turned around and this Upgrade had morphed her right arm into a blaster as it was aimed at his face. "I'm the one asking questions around here, Enformani!" She told him with a threatening tone. "I'm looking for an alien." “Have you try looking in the mirror?” Shock Rock quipped before the Upgrade powered up her blaster. “Silence!” She yelled before Shock Rock swatted the blaster, which caused her to miss her shot. Shock Rock was about to deliver a punch, but the female Upgrade teleported away, which shocked Shock Rock before she appeared above him and formed a big platform on her foot and slammed it down on Shock Rock. He then used his power to blast her off before she teleported away again. "No fair that you can teleport!" He called out before she teleported a few feet behind him as her arms morphed into panels to push him right into the rock formation. He nearly knocked it down as it nearly fell on him before he quickly caught it and generally put it back into place. "Hey, be more careful around here! You nearly wrecked an ancient Equestrian artifact!" He told the blue Upgrade before he formed a hammer with his energy and tried to swat at her, but she teleported away again to dodge it. The blue Upgrade then appeared on the rock formation. “Equestrian artifact? Don’t you recognize the Galvan practical joke when you see one?” She questioned while gesturing to the rock formation. Shock Rock raised a brow in Surprise by this information before he attempted to blast her, but she teleported away and reappeared just to wrap her arm around and aimed the blaster at him again. "Now where is your giant alien girlfriend?!" "What giant alien girlfriend?!" Shock Rock questioned as he grabbed hold of the blue Upgrade and tossed her to the rock formation, which she hit with a splat as she fell in a puddle on the ground. But then she got up and formed her body into some sort of armor as Shock Rock looked in shock. It almost looks similar to what Ocellus wears when they fought together, except it looked more menacing and more advanced. "Don't play dumb with me, I know how your species are, Enformani!" She told him before she lifted up her left arm to pull up a holographic screen of him. "My tracker led me straight to you! Now answer me: Where is she?!" She demanded as she aimed both her blasters at Shock Rock. “She’s… right behind you!” Shock Rock called as he pointed behind her, which caused the Blue Upgrade to fire behind her, but saw that she was firing at nothing as a couple of birds flew by before Shock Rock formed another hammer and whacked her up high in the air before she flew off into the distance. “Can’t believe she fell for it. Oldest tricks in the book.” He said to himself. "How gullible can she be?" She then teleported back as he should have expected that from the other times. "I'm not done with you!" She shouted before firing a couple of missiles at him. Shock Rock managed to grab the missiles, but he was sent flying past the rock formation and flew up into the air. Shock Rock managed to move the missiles around, which made him change courses as he gave an idea and flew ahead back to the Blue Upgrade as she flew after him and fired more missiles, which he dodges as he growled and launch the missiles at her’s, which explode on impact as the Blue Upgrade circle around. “You can’t escape me without your ship!” She yelled as Shock Rock appeared as he tackled her as the two fought in the air before they crashed into the ground with Shock Rock on top of her. “You shut down Tetrax and Eighteight’s ship?!” Shock Rock asked in shock as he gave her a glare. “Did you shoot down Azmuth, Myaxx and Zenith’s ship too?!” She questioned before the Blue Upgrade fired a beam at him, which sent Shock Rock flying before he crashed into the ground as he saw the Blue Upgrade flying towards him. "Zenith?! What do you know about Zenith?!" She questioned, sounding very angry before she started rapid-firing at him. Shock Rock ran off to avoid the lasers as he went onto the rock formation and avoided more shots as he then sent an electrical charge at Blue Upgrade. But she dodged it as Shock Rock managed to grab her and knocked her down, but just when he was about to hit her again, Blue Upgrade whacked him back. “Talk or perish!” She yelled as he charged at Shock Rock with her blaster raised, but Shock Rock was unfazed by it as he grabbed her face. “Is that like truth or dare?" He asked before he slammed her into the ground a couple of times before throwing her across the field. Blue Upgrade got up and flew at him again, but Shock Rock formed an electric bat. “Batter up!” He called as he whacked Blue Upgrade far from him. “Boy, she doesn’t know when to quit.” Shock Rock said while dusting his hands as his Omnitrix started beeping again, much to his relief. “Finally! I can blend in with the other ponies before she teleports back!” He cheered as he was engulfed in a flash, but he transformed into Goop, much to his displeasure. "Oh man…" He groaned before he started walking away. He didn't get far as she teleported in front of him with her blasters aimed at him. Only she was baffled to see Goop instead of Shock Rock as she looked around for him while Goop quietly snuck away from her. But Blue Upgrade teleported behind him as Goop slammed into her chest. “Where’d the Enformani go?” She asked. “Big guy, wears stone armor, electric blue body?” Goop questioned as he was morphing his body to make just what he was describing before reverting back while acting dumb with a shrug. “Never seen him before.” She didn't buy it however as she aimed her blasters at him. "Then I guess I'm going to have to interrogate you instead, back on my planet!" She told him before he dodged her blast and quickly tackled her. Then they teleported away while leaving the stone structures behind. The two soon reappeared in front of a giant statue of a pegasus with its wings out as they both landed on the ground. "This is your planet? Kind of feels like the one you were just on." Goop mentioned as he looked around. “No! You’re tempering must’ve caused my suit to malfunction!” Blue Upgrade called as she then fired at Goop’s gravity projector, which caused him to splat on the puddle. “W-What happened?! I can’t move!” Goop called as he was unable to move his body or formed his shape. “I disabled your gravity projector, Polymorph." She told him as she walked up to him. “Now tell me, how many more aliens are involved in this?" "Involved in what?!" "Are you sure that's the way you want to play it?" She questioned as she morphed her arm into a blaster. "Your Enformani friend all but admitted that he Zenith, along with her associates Azmuth and Myaxx." “You’re looking for them too?” Goop asked in surprise. “Maybe I can help you find them.” “I'm sorry, but you're a little late for that." She told him before she grabbed his gravity protector and teleported away with him. They then appeared in a desert as they landed on the mountain as Blue Upgrade looked around. “This isn’t my planet!” She called out in irritation. "Wait, don't tell me, it's another Galvan practical joke." Goop said to get her attention. "Don't be ridiculous." She told him before gesturing to the pyramid they were on. "Look at the angles on this, this is clearly Tetramand workmanship." "Okay, that's it, I'm done listening to my history teacher." Goop said to himself as the Omnitrix beeped and he suddenly switched to Big Chill. He then fired an ice breath, which froze Blue Upgrade’s face. Blue Upgrade let go of Big Chill as he tried to get the ice off, but Big Chill fired more ice at him and froze him in place as he struggled to break free. “Another alien?! So you’re all tracking now, is that it?!” She questioned. “Don’t flatter yourself. I’m the same alien.” Big Chill said to him while looking at himself. “Actually, I can transform into all kinds of them.” “Do you think I’m stupid?!” Blue Upgrade questioned in rage. "Little bit." He replied before dodging some fire when she got her arm free. Blue Upgrade then fired her thrusters, which broke free from her ice prison as she flew after Big Chill around the pyramids. “I will get the truth if I have to hunt down every last alien on this planet!” She yelled as she flew after Big Chill as they flew up and knocked Big Chill down as she tackled him to the pyramid before they teleported away. They then teleported back to Hoofwood in the middle of town. “Why am I back in this wretched place?!” Blue Upgrade called as she and Big Chill fought in the air. "Whoa, that's some bug zapper you got there!" Big Chill joked before he turned intangible to fly through a building. “You cannot escape me, Necrofriggian!” Blue Upgrade yelled as she charged through the buildings. Back with the others, they listen to every word the three aliens had to say as they were told everything that happened up to this point. "By the time Gluto was able to stabilize the ship, there was no sign of Helix." Tetrax told them. "We were just lucky enough to make it back here before we lost power." Gluto added. “So you three just abandoned him?!” Delta questioned with a look as he and Dust glared at them. “He volunteered.” Eighteight said to them. “In fact, he was eager to leave Equinn and reunite with his friends at the Plumber Academy before we began our journey.” “He was grounded!” Dust yelled out. “As in confined to quarters?” Tetrax asked as he, Eighteight, and Gluto gave a surprise look. “Why, what did he tell you three?” Delta questioned. “I bet it has something to do to get out of doing homework.” Cozy said with a shrug. “No, Cozy.” Dust said with a frown. “It’s more than that. He said he wished that summer never ended and that he didn’t want to be separated by his friends.” “Well, what did you expect him to do?” Misty questioned her aunt and uncle, which caused the group to turn to her. “Helix made a ton of friends during the summer and did so much good for the universe, but after summer ended and we all went our separate ways, Helix felt out of place and missed his team and friends to be by his side.” She said before adding something else. “Having fun activities with them like going fishing is what makes him happy, but since you two ground him because he only used the Omnitrix once at school, that really made him feel sad. I was there when he was going through tough times.” “Yeah, you two really hurt Helix for trying to keep him away from us since we’re his friends.” Gallus said with a look. “The Omnitrix may be a tool, but it’s also a part of who he is, and you asking him to not use it is like not being a part of who he is, like Pegasi can’t fly.” He added as Dust and Delta looked down in guilt as they hadn't realized how they hurt Helix feelings. "And there's one more thing now that you've mentioned the Omnitrix." Eighteight spoke up sheepishly. "You see, before we were taking off, I may have altered his Omnitrix to prevent Helix from turning back into his equine form." Tetrax told them with his back turned to them as they were surprised by this information. “And he let you do that?!” Flash questioned in shock. “We never told him the feature.” Eighteight said in defense. “It was for his own protection to keep him out of danger as long as he doesn’t transform back. And the Omnitrix wouldn’t be damaged as long as it is not in its default form.” "So now Helix is lost in the world, stuck in his alien forms, and we don't even know where he is." Spike listed out. "No, but I bet Azmuth and Zenith might." Ocellus mentioned as she looked back at the other ship. “The inventors of the Omnitrix.” Twilight said with a smile. “That is their ship.” Silverstream said with a smile. “So, Azmuth, Zenith, and Myaxx did make it here.” Tetrax said in surprise as the group walked up to the ship. “Then what happened to them?” “Maybe we’ll find the answer inside.” Applejack spoke up. "Let's hope so." Dust said with a worried tone as none of them noticed a big hole on the top of the ship. Back in the city, Big Chill continued to fly away from the blue Upgrade as she continued firing at him. "You need to chill, someone could get hurt!" He called out while dodging some blasts. Blue Upgrade then changes her blaster and aims it at Big Chill. “Time to ground this month.” She said before she fired a fire beam at Big Chill, who tried to avoid it. “All things considered… whoa!” Big Chill called as he tried to avoid the flames. “I’d rather be grounded by my parents!” He called as he kept avoiding the fire beam before he was hit in the wings. “Whoa! Can’t fly with fire wings!” He cried before he crashed into a building as the Blue Upgrade flew in front of the crash site. She was then blinded by a green light before flames burst from the hole Big Chill crashed through before Swampfire emerged from the building and used some plants to swat at Blue Upgrade before he was lifted up to the top of the building as he looked down. “Feeling swampy for ya?” Swampfire quipped. “A Methanosian?!” Blue Upgrade questioned in shock. “How many aliens are on this planet?!” She questioned in irritation. “Enough to kick your butt.” Swampfire said as he fired a fire beam at Blue Upgrade, but she dodged as she flew up to him and fired a water beam before turning it into a freeze ray. “Then I’ll just have to freeze your butt!” She retorted as Swampfire was frozen from the neck down. Blue Upgrade prepared a claw before Swampfire began to fall, but she grabbed him in her claw as she flew to another building and held him in front of her. “Now that I have your uninvited attention, tell me where I can find your To’kustar boss!” She demanded. "My what now?" He asked before she extended the claw out on the edge as he saw it was a long drop. "The giant alien that attacked this place you call Hoofwood." She explained. "Wait, you mean that purple Way Bad?" Swampfire asked before she put him upside down. "I knew it, you do know her!” She shouted. "Now tell me where she is!" “I don’t know!” Swampfire called in fear. “I was fighting her in the woods and she just disappeared into thin air!” He stated before he was nearly dropped before he was caught again. “To’kustars don’t just disappear!” Blue Upgrade yelled before the Omnitrix flashed, which made her cover her eyes before she saw Swampfire was gone as she looked around for him.  What she didn’t see was that Helix transformed into Greymatter as he snuck around the armor and quietly ran off as he ran as fast as his tiny legs could go and away from the Blue Upgrade while she was distracted. He soon started to run away from her as soon as he made it to the ground and started to make his way to the one place he knew would be safe from her.  The group then entered the robotic head ship as they entered what appears to be a command center of some kind. “Wow, Zenith and Azmuth really made this head bigger on the inside.” Rainbow said in surprise while seeing parts of the command center broken from the crash. They heard a bit of groaning before they saw Myaxx on the ground. "Myaxx!" The Young Ones called out as they quickly went over to her. "So that's Myaxx?" Spike asked them. “She almost looks like Vilgax." “Except as a female and no muscle expansions on her arms.” Fluttershy said in surprise. “Huh, no wonder Helix got confused with her and Vilgax.” Pinkie said with a shrug. Myaxx groaned as she came to as her eyes were a bit blurry before she saw them. “K-kids?” She asked slowly as she stood up. “Is that you?” "Yeah, it's us." Sandbar said as they carefully helped her up. “What happened in here?" “Azmuth, Zenith, and I were rendezvousing with Helix, Tetrax and Eighteight to our coordinates, but then suddenly a bright flash hit us and we crashed.” Myaxx said as she rubbed her head. “I was out for a while so I don’t know what happened.” "Hey, I found Azmuth over here but he's out cold." Eighteight called out as she picked up the knocked out Galvan. "Now where's Zenith?" “Don't know about her, but I found something over here.” Delta spoke up as he picked up some sort of small blaster. "A vanpartiblan sonic disruptor, which could easily blast a hole in a ship in a suborbit." “Your point?” Tetrax asked. “Maybe your ship’s ‘malfunction’ is no accident.” Delta finished while holding the device. “Wait a minute, you think we shot down their ship?” Myaxx questioned with a glare. “That blaster can only shoot a small beam into orbit since it was made for Galvans. For their ship’s that size is impossible to even damage it! And why would you think we would shoot down one of our allies?!” She questioned with a glare. "Not saying it was, but it was probably someone else, probably the one who knocked you out." Delta theorized. “Hey, Myaxx, you think you can shine some light into this?” Misty asked as she gestured to the monitor as the group walked up as they saw Helix’s Omnitrix with Helix’s picture of him and his alien forms. “Oh, that. Azmuth, Zenith, and I were tracking a malfunction with Helix’s Omnitrix.” Myaxx explained. “It’s the true purpose we’re here.” "What did Helix do to it this time?" Twilight asked her. "Nothing, for the first time." Myaxx replied. “We picked up a strange signal halfway across the Galaxy emanating from his Omnitrix, it's filled with an energy source that only belongs to one race of species, a species the Omnitrix can't get a DNA of because it's all energy based." “Wait, so some sort of energy went into Helix’s Omnitrix?” Smolder asked with a concerned look. “Yeah. We don’t know what’s really happening to it, but we came here to get Helix’s Omnitrix defrag before things could get any worse with it.” Myaxx said to them. “Have any of you noticed something strange with his Omnitrix lately before we arrived?” "Well, in class today, Helix was about to hand in his homework before the Omnitrix started beeping and then his homework just disappeared." Misty told her. "Hey, I think I found a ship's log in here." Gluto spoke up before he pulled up a video feed of Azmuth, Zenith, and Myaxx. “Hey, that’s when we first landed in Equinn.” Myaxx said as she looked at the video. Zenith then typed into the console as the holographic of Helix’s Omnitrix appeared. “Target acquired.” She said before nodding to Azmuth and Myaxx. “Time to blend in with the locals.” Azmuth said as he activated a cloaking field that disguises their ship as a chariot. “Are you sure they’ll come?” Myaxx asked. “Because we haven’t seen them for some time.” “I have known Helix since my time with him, and when things get serious, he steps in and meets us there.” Azmuth explained to her. “And I don’t think he knows what’s really happening to his Omnitrix. So we must fix that problem before we have another self-destruct episode.” "Either way, he's about to show up." Zenith told them. "I'll take point." She then moved her chair to the front of the ship before a bright light was coming right towards them. "Oh no!" She called as she tried to move around it, but the bright flash impacted the ship as rainbow energy surrounds the ship. Zenith yelled as the ship was out of control before the ship crashed into a tree as a bright green flash appeared briefly. The video feed then turned to the front of the ship with the glass sort of cracked before hearing some sort of noise outside. Then the purple To'kustar from before rose up before letting out a roar and stepping forward before the video went dead as the group watched in shock. “What on earth was that?!” Rarity asked in shock. "That almost looked like my Way Big, but way more menacing." Misty mentioned with a concerned tone. “That was the To’kustar that Helix and us fought!” Eighteight called in realization. “You didn’t tell us you fought a To’kustar!” Dust yelled as she and Delta glared at them. “It didn’t seem relevant at the time.” Tetrax said in defense. “We decide what’s relevant! What else you two aren’t telling us?! We want answers!” Delta demanded. “Enough!” Xylene yelled as she pushed the two groups away. “We’re all worried about Helix, but fighting among ourselves won’t do any good! So cool it or I’ll levitate you up to stop!” "She's right, and besides, we all have questions that need answering." Twilight pointed out. "I couldn't agree more!" An unfamiliar voice spoke up before they all saw a Blue Upgrade appearing in the room. "Who are you?" Cozy asked before the Blue Upgrade morphed her left arm into a blaster and fired at the roof. “Whoa!” She yelped as she backed away a bit as Ocellus brought out her armor as a precaution. “Blue Upgrade is scary.” Yona said frighteningly. "Maybe she knows where Zenith is." Fluttershy mentioned fearfully. "Zenith is dead!" The Blue Upgrade shouted with rage. “What?!” Myaxx asked as they all looked in shock. “No!” She denied. “How?!” Twilight asked. “I think you know already how.” Blue Upgrade growled as she projected Zenith in her chair as the ship was rocking before the video glitched and it showed the way bad stepping forward before the video went dead. "Now where is the alien you call Way Bad?!" “But, we don’t know where it is.” Misty said to her before Blue Upgrade fired another blast on the roof. “Don’t lie!” She yelled before she showed her arm to view a tracker screen of the Omnitrix symbol. “I have tracked it across the galaxy and around this planet! She will pay for her crimes! Now bring her to me or perish!” She demanded as she blasted at them, but Smolder and Twilight formed a shield and blocked her shots. Ocellus and Eighteight quickly pulled out their blasters and started firing back, but the Blue Upgrade stretched to avoid each blast. Tetrax then stepped forward and threw some diamond boomerangs that pinned her to the wall as she struggled to break free. "All right, look pal, we don't know who you are but you're not going anywhere until you tell us where our son is!" Dust demanded when she walked up to it with a glare on her face. "I don't know who that is!" The Blue Upgrade responded. “You seemed to know his symbol!” Dust yelled as she pressed on the tracker again to reveal the Omnitrix symbol. “Tell me more about this symbol. What does it mean? Some kind of alien hit squad?” Blue Upgrade questioned. "You're in no position to ask questions!” Flash told her with a glare. “Neither are you, Equestrian." The Blue Upgrade replied before the lights inside the ship blurred red. “Self-destruct activated.” The computer said, much to Myaxx’s horror. “You activated the ship’s self-destruct sequence!? Are you mad?!” Myaxx questioned. “She's probably bluffing!" Rainbow called out before the Blue Upgrade teleported away. The ship started beeping very quickly before it gave off a huge explosion, but Smolder and Twilight created a shield around them that protected them from the explosion. “I don’t think he was bluffing.” Fluttershy said nervously as Azmuth came to. “Ugh, my head.” Azmuth groaned as he rubbed his head. “Wait, where’s the ship?” He asked before he saw the Equestrians. “Kids? Equestrians?” He asked in surprise. "Glad you're okay, Azmuth." Silverstream said it with a smile before a concerned look on her face appeared. "But I don't think Helix is with that Blue Upgrade hunting him down." “We gotta find him before he’s nothing but scorch marks!” Pinkie exclaimed in panic. "Smolder, try using that tracking spell again and see if you can get a lock on him.” Cozy suggested. “I can try.” Smolder said as she closed her eyes and clutched her head as she focused her magic. “That’s odd. Now Helix’s close. Real close.” She said as she opened her eyes as they started glowing. “Well, where is he?” Delta asked as he and Dust were desperate. “Take a wild guess.” Smolder said with a smile.