• Published 8th Sep 2022
  • 6,031 Views, 1,072 Comments

The Omnitrix Hero - Banshee531



Flash Sentry always liked helping others, but in a world full of magic and amazement an ordinary guy can't do much. That is until a strange watch crashes down from the sky, allowing him the power to become one of ten mighty alien heroes.

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Season 4, Episode 3: Get in the Zone Spider

It was another busy day in Canterlot and on one of the main streets, a store's alarm suddenly went off as a pair of men ran out of it carrying bags.

They rushed towards a car and got inside, driving off as the store owner ran out screaming. The men cheered as they made a get away, turning into another street thinking they were home free. Alas, another car flew onto the road next to them and they looked through its windows to see Flash Sentry.

"Hey there," he told them through an open window. "Do me a favour and pull in here." The crooks growled and accelerated forwards, Flash sighing. "Of course." He turned to Sunset, she and Twilight being in the car with him. "You mind taking the wheel?"

"Sure," Sunset nodded. Twilight used her magic to take hold of the wheel, allowing Flash to jump out and onto the roof, as Sunset slid into the driver's seat. "Just hurry up. We don't wanna be late."

"Would you relax," Flash activated the Omnitrix. . "I finally get to use one of my new aliens." He found the one he wanted and smashed the dial down, a flash of green covering him before fading to reveal the long-tailed cat alien he had seen his future self use. "Cat-Apult!"

As they flew down the street, they passed by a trash can and Cat-Apult pointed his tail at it.

The tail created a sucking motion a pulled some stuff inside, the alien quickly pointing it at the car in front and waited. He had to do this when there was nobody that could get hurt and no cars to run into. Luckily, they turned a corner and found themselves on an empty street.

"FIRE!" The trash was launched out of his tail at super high speed, hitting the back tire of the car so fast the whole thing burst.

This caused the car to lose control and eventually skid around until the driver pulled it to a stop, allowing their opponents to catch up. The crooks then tried to make a break for it, but Cat-Apult leapt into the air and did several flips before landing in front of them.

"Hi," he smirked as one of them tried to punch him. But with his cat-like reflexes, Cat-Apult dodged the punch and dealt a kick to his chest. He then ducked under another punch and spun around to kick his assailant away, whilst the first crook tried to grab him from behind. But Cat-Apult thrust the end of his tail into him and fired a blast of air into his chest, knocking him backwards.

Both crooks were quickly taken down, Cat-Apult tying them both to a nearby lamppost before leaving a note for the police. He then returned to his car, the girls smiling at him and his impressive skill with his new alien.

It had been two weeks since Flash's trip to the future and since then, he had been working hard to master his new aliens and improve the abilities of his other ones. He was aiming to become just as good as his future self was, just without being angry and friendless.

Once he was back in his human form and in the car, Sunset drove them to their destination. A large building surrounded by many other buildings and warehouses. This was a high tech company that focused on top of the line vehicles and devices, just like Tirek's company.

Ever since Tirek was arrested, his company had lost a lot of its popularity. So much so, that the thing would have gone under if it hadn't been bought out by another company. Said company had been the second best tech firm in the city, but had now risen to the top.

"It was nice of them to invite our class to come visit," Twilight looked excited for what was waiting for them.

"Well they do owe Flash for their current rise in profits," Sunset laughed. "If he hadn't taken down Tirek, they never would have been able to buy out his company." They arrived at the front gate and the guard checked the IDs each of them had been given for the field trip, allowing them access.

They drove in and when they did, they spotted a bunch more cars belonging to other members of their class along with a bus that had brought those without rides from school. They drove up and parked next to Applejack and Fluttershy's cars, where they friends were waiting.

Trixie and Rainbow were sitting on the ground, playing cards as they waited for the field trip to begin. Applejack was listening to music alongside Rarity, whilst Fluttershy was talking to a bird. Pinkie was on her phone, smiling as she saw them.

"Hey guys," she showed them something on her phone. "Your new alien made the headlines already." Flash was surprised by this and saw a picture of Cat-Apult riding his car, the image looking pretty badass. "Good thing you guys weren't late."

"Yeah," Twilight nodded, "I can't wait to see what's in there. Imagine all the amazing new technology they have hiding in this place."

Sunset chuckled, "even though everything in the Plumber Base is more advanced." As she said that, Celestia and Luna stepped off the bus and started doing a roll call. Once they had every name that was meant to be there checked off, they nodded.

"Excellent," Celestia smiled, "we're all here. Now, I'm sure I don't have to remind anyone that we're guests at this facility. We were invited here and any wrong behaviour, will reflect poorly on our school. So I want everyone to follow the rules and behave. Understand?" Everyone nodded as they began to head towards the building, using a buddy system to make sure nobody was left behind.

Twilight was with Sunset, whilst Fluttershy was with Rainbow, Applejack was with Rarity and Trixie was with Pinkie. Flash was partnered up with a teen named Bright Idea, who looked just as excited as Twilight, as they made their way towards the building.

And as they reached the entrance and were allowed inside, they were completely unaware that someone else was attempting to gain entrance into the building. This person was sneaking across the parking lot and arrived at the side of the main building, where nobody was currently looking.

They were dressed in a worker's jacket, allowing them to blend into the surroundings. They also had a black cap on, which they were using to hide their face. But it did little to hide the flowering dark blue hair that was running down their back.

When they reached the second of the building's exterior, they looked around before reaching into their pocket. In doing so, a bright flash of light consumed them before it and the person completely vanished.


"Welcome," a man smiled he stepped forward to greet the visitors. "My name is Crescent Rose." He was a red skinned man with black hair that had red streaks, wearing a black suit with a red tie. "I am so happy to have you come and see the many wonders this company has to offer the world."

"Thank you for inviting us," Celestia told him. "And rest assured, our students will all be on their best behaviour." Luna nodded in agreement, Crescent smiling.

"Glad to hear it," he nodded before turning to lead them through the building. "Since our founding in the nineteen fifties, we've worked tirelessly to revolutionise modern man's life and make it more convenient." They entered through a door and everyone found themselves in a long hallway, with glass on the walls that allowed them to see inside.

A bunch of square rooms could be seen on either side of them, with scientists in each one working on something.

One was placing a jacket made of black material on a mannequin before pulling out a flamethrower and burning in it, the mannequin catching fire. But when the flames receded, the jacket was shown to be pretty much unscathed.

In another room, they found some scientists working on some kind of liquid. When it was done, they took some in a dropper and held it over the head of a lizard and popped a drop on it. Moments later, the lizard's head was covering in a mass of wavy hair. They then tried it on a bald scientist and instead of hair, his head caught on fire. Luckily, the was a fire extinguisher at the ready.

In another room, a man was atop a boomerang-shaped machine that lifted off and hovered around the room. In the room after that, scientists were all around an oven-like device that they opened up. When the steam faded, it revealed a tomato the size of a basketball. But when the scientists tried to cut into it, the tomato opened it mouth and took a bite out of the knife.

There were so many strange and unbelievable creations on show, the teens marvelling at them all.

Flash smirked, as he remembered his trip to the future and how futuristic it had seemed. He had assumed it had been because of the aliens bringing their technology to earth. But seeing this, he knew the world was on the edge of its own technological revolution.

They continued to be shown the many different devices being made by the company, whilst also being told about some of the ground breaking marvels they had made in the past. Twilight and the rest of the nerdy teenagers were all in heaven at the sight of the place, whilst the others were impressed by the more cooler looking creations.

The teens were all having the times of their lives, each one seeing something they wished they could have to make their own lives better.

They soon moved into an area focusing on different types of vehicles. This was where most of the guys felt like they could live, seeing the many types of cool cars. There were cars that were being built to go over six hundred miles an hour, though of course they would never get to go that fast on a public road, along with ones that were meant to be more environmentally friendly.

Flash was curious if they had any prototype hover cars, given how everyone had them in the future. But it seemed all of these cars were built for life on the land and nowhere else.

"We're now entering an area of the building that you'll probably find a little boring," Crescent explained. "But it's actually the most important area of our entire facility." This made the students all curious, as Crescent opened one of the rooms to show a bunch of computers and whiteboards covered in math. "The design room."

"Huh?" Rainbow asked.

"This is where each of those creations you saw earlier came into being. The scientists work here to come up with an idea, work out the math needed to make it a reality and use the computers to build digital models of the inventions. Only when all these things are done, came we create the next level of science and technology."

"Amazing," Twilight whispered. She wanted to take a closer look at the math, but Crescent slammed the door shut.

"Of course, this area is strictly off limits to those not working with our company. Can't have secrets getting out." They frowned, but understood. "Any and all designs and the math needed to make them a reality are all safely stored in the company's servers, which are completely off the grid to prevent hackers. The only way to get our company secrets is to actually get in here and through our security to access them directly."

They all nodded as Crescent lead them to another part of the building.

But then, Trixie suddenly sensed something and looked around. Pinkie noticed her stopping and looked at her, confused. "What's up?" Trixie didn't answer, instead looking down a hallway as she felt something calling to her. Something she couldn't refuse. "Hey!" Pinkie cried as Trixie rushed down the hall, the girl looking between her and the group that was now wandering further away.

After a few moments, she decided to stick with her buddy and chased after Trixie.

"Where are we going?" She asked as they made their way through the halls.

"I'm not sure," Trixie replied. "But I can sense something. Something's calling to me." She frowned, knowing there could only be on thing that could call to her like that. "I think there's a Medallion nearby." Pinkie gasped as they were about to turn a corner, only to hear footsteps.

Trixie pushed Pinkie against the wall and as she did, she took out her Luna Cat mask.

But instead of putting it on, she held it and focused. She had been training herself to use her Medallion better and could now create a small illusion without transforming. As such, she made herself and Pinkie turn invisible. This meant when a pair of workers turned the corner, they missed them and walked straight by.

Keeping the illusion up, Trixie pulled Pinkie along until they reached an area of the building that had many strange doors. They wondered why Trixie would be pulled to this location, but she got her answer when she felt another pull.

Looking around, she saw a woman come around the corner and look suspicious.

She seemed paranoid, as she made her way towards one of the doors. Looking around one final time, unable to see the pair as they stood invisible, she reached into her pocket again. And before either of them could wonder what was going on, she was suddenly surrounded by light and disappeared.

"What the?" Pinkie cried, as she and Trixie moved closer. "What just happened? Where'd she go?" Trixie was also wondering this, but had a small guess given what she had sensed.

Suddenly, a loud alarm filled the air and the girl gasped. They looked around, wondering what the heck had just happened. And before they could ask, a flash of light made them look over and see the woman reappear where she had been previously standing.

She quickly rushed off, Trixie only able to get a glimpse of black skin and long blue hair as she ran off. "Where's she going?"

Trixie wanted to follow, but knew this alarm would send everyone into a panic. "We need to get back to the others before they realise we're gone!" She rushed back the way they came and pulled Pinkie behind her, the two running as fast as they could.

Pinkie eventually took the lead, using her own sense of direction to lead them to a location they hadn't been before. But it was there that they found the others as they stood together.

"Alright!" Their tour guide hung up his cell phone, "listen up. There's been a security breach!" This statement shocked everyone, as Trixie and Pinkie joined the back of the group. "For security reasons, everyone here is gonna have to be searched."

"What exactly happened?" Luna asked, the others curious.

"Someone tripped an alarm in one of our server rooms. All the data on them was downloaded and deleted." Then Crescent turned to Flash, giving him a quizzical look.

The teen looked round and realised he was being stared at. "HEY!" He cried, "it wasn't me. Why are you being suspicious of me?"

"The servers that were hacked into, were behind some very high tech doors No normal person would have been able to get through them. However, someone who could transform into aliens..." Flash huffed, having thought the days of being suspected of criminal acts were over.

"Don't be silly," Twilight told him. "Flash has been here this whole time. Even if he did have an alien that could do that, he doesn't have one that can do it and duplicate himself in human form." The others students nodded, believing Flash was innocent.

The tour guide seemed to accept this, but still wanted them all searched just to be sure. Nobody refused and soon enough, they were all getting patted down and metal detectors scanning them. Soon enough, they were all cleared and asked to leave. With such a large act of espionage, they understood it was best they didn't stick around.

However, as they left the building, Trixie grabbed Flash and the rest of the Rainbooms. "Pinkie and I know what happened." They all looked shocked at this, as Trixie began to explain what had happened.


In another building across town, a person had just walked in.

It was the woman from before, only she looked very different now. Instead of being dressed in a jacket and cap, she was wearing a black and green business suit and glasses over her eyes.

She walked through the lobby of the building, her heels clicking with every step she took. The lobby didn't look very busy, with only a single receptionist and janitor. "Ms Chrysalis," the receptionist nodded. "Did your meeting go well?"

"Oh yes," the woman nodded. "In fact, I think things are going to be on the up for our company very soon." The receptionist smiled as the woman stepped into an elevator and rode it up to the top of the building, where her office awaited.

Once inside her office, she stepped over to a computer and took out a flash drive.

Placing it into the computer, she smiled seeing a bunch of files appear on the screen. Schematics, diagrams and everything else she would need to make technology that would save her company. "And it's all thanks to you." She took out a red coin with the black spider on it, that was in front of a web that covered the entire thing.


As soon as they were at the still being rebuilt Plumber Base, they explained to Shining what was going on.

"You think someone used a Medallion to steal a company's secrets?" He seemed worried, clearly not happy that someone was using a magical object to do such a thing. "You realise proving that might be difficult."

"Yeah," Flash nodded, "but Trixie sensed the Medallion and she saw the person vanish and reappear right in front of her and Pinkie's eyes."

Shining nodded. "If this person is responsible, count me in with finding and stopping them. If they were able to steal something so securely guarded, who knows what else they might go on to steal."

"How did they steal the info?" Twilight asked. "What exactly did this person do to get into such a highly secure room."

"Teleport." They all looked around around to see Trixie walking towards them with her Medallion Book in hand. She frowned as she read what was written there. "I'm sure of it. Out of all the Medallions left unfound, only one of them has the kind of ability that would let someone disappear and get into another room."

"There's a Medallion that can teleport?" Rainbow asked, Trixie nodding as she showed them the image on the book of a red Medallion with a black spider.

"This is the Zone Spider. It grants the user the ability to teleport."

"That would explain how they managed to get through the door," Flash nodded as he read the inscription. "When used, the Medallion creates a web-shaped pattern of light around them. Anything inside this pattern can be warped to another section of the pattern through the user's choice."

"That's right," Trixie nodded as she kept reading. "The Medallion's power isn't limitless. The larger the warp web, the further they can warp. In theory, they could teleport from one side of the city to the other. But making it larger uses up a lot of energy and if someone does that, they could fall unconscious when they reappear."

"But getting from one side of a door to another is easy enough," Sunset caught on. "Makes sense. That's a crazy power to have."

"And who knows what they'll use it for," Rarity looked worried. "Today it's stealing company secrets. Tomorrow, they could rob a bank or kidnap somebody important." They all frowned, knowing that was a possibility. They needed to find out who this thief was, to stop their criminal reign and get the Medallion away from them.

"Alright," Shining typed on the computer, "let's get to work. Flash, you're with me. The rest of you stay here."

"Why?" Trixie asked, "I'm the one who needs to get the Medallion back."

"Yes, but this is an official criminal investigation. The police won't let a bunch of high-schoolers into the crime scene, but they will let two deputised Plumbers do their thing." The girls frowned, hating that he was right. "You girls stay here and be ready. If Flash and I find who the thief is, you'll be ready to head out." Before the girls could reply, Shining hit a button and disappeared along with Flash.

The girls sighed and sat down, waiting to hear back from the hardy boys.


Flash and Shining appeared outside the building and stepped up to the gate, the guard telling them to halt.

"Plumbers," Shining showed him his badge, "we're here to help with the investigation." Flash showed off the Omnitrix and the guard got on the phone, calling his superiors to ask what to do. A minute later, they were allowed in.

Several police officers were already there and when they saw the pair, they smirked.

"Shining Armor!" The chief of Shining's old precinct stepped up to him. "I thought we might be seeing you soon enough. This robbery has alien written all over it." He looked at Flash, "witnesses say you were at the scene of the crime."

"I was in the building," Flash pointed out. "But nowhere near the area that the break in occurred."

"Oh, we know that." The chief nodded. "Just surprised you let them get away. Usually, you fix the problem before we need to be called in. You've sure made our job a lot easier."

"Well by the time the alarm went off, they were already long gone." Flash scratched the back of his head, "but Shining and I are ready to track them down."

"He's right," Shining nodded. "If we're right, this person used alien technology. That puts her under our jurisdiction. We're gonna survey the room and see if there was any sign they left behind that standard gear wouldn't detect." The cops all nodded and handed the pair some rubber gloves, Flash taking a pair whilst Shining put his suit on.

"So the Medallions are alien technology now?" Flash asked as they stepped inside.

"It's from another universe, so it's technically alien." They headed for the server room and when they arrived, Shining switched his helmet to search for anything that could lead them to the individual. "Maybe you should transform into an alien that can help us track them down. Vapaw or Diamutt?"

"I don't think that'd work," Flash told him. "There'd be so many new smell in here, I wouldn't have any idea which one belonged to our thief."

"Fair," Shining nodded before his scan picked something up. "Ha! Got something!" Flash followed him as he stepped over to a computer connected to the servers. "This keypad is covered in fingerprints from multiple people using it. But nobody's touched it since the robbery."

"So?"

"So, my visor can pick up a trace of DNA that's less than a few hours old. And if this place isn't usually used, that DNA must belong to our thief." His suit picked up the DNA, as he sent a call to the base. "Twilight, you there?"


Twilight and the rest of the girls were all waiting for news when the call came in. "We're here," Twilight replied. "What did you find?"

"DNA. I'm sending it to the computer now. Scan it and run a search to see if our thief is inside the police and Plumber databases." Twilight did so, the scan beginning to run. They waited, but after a minute Rainbow grew impatient.

"What's taking so long?"

"There are thousands of DNA samples," Twilight told her. "Even for a super computer, this could take a while."

"Are you able to remove samples from the list?" Trixie asked. Twilight nodded as the girl thought back. "They were female, so that disqualifies an entire gender." Twilight did so and the list of samples to check shrank significantly. "And...she had blue hair." Twilight got rid of any sample that didn't belong to a blue haired person, causing the list to shrink even more so. Because of this, it only took a few seconds for the computer to find a match.

"We've got it." Twilight brought up the file. "It belongs to a woman named Chrysalis, in the database for some small scale crimes she committed as a teenage." The photo appeared on the screen and both Trixie and Pinkie nodded, the woman looking just like the person they had seen.

"So she's moved up to the big leagues of crime," Applejack stated.

"Looks like it," Twilight nodded. "But she's been squeaky clean for years. Not even a parking ticket. Why would she suddenly go back to a life of crime."

"What's her current occupation?" Shining asked, he and Flash leaving the building as Twilight searched her name.

"Wow. She's CEO of a tech manufacturing company...just like the place she broke into."

"I don't get it," Pinkie frowned. "Why would she break into a place, if she works somewhere that does the exact same thing?" Everyone rolled their eyes, annoyed Pinkie couldn't figure it out.

"She stole data from a competitor," Sunset told her. "She probably plans to use what she stole to make a profit for her company."

"Well at least she won't be hard to find," Fluttershy replied. "Her company's building isn't too far from here. We could be there in fifteen minutes." They all nodded and headed out the building, whilst Flash turned into XLR8 to transport himself and Shining there.

The lot of them made their way through the city, until they arrived at the building in question. "Changeling industries," Twilight stated. "A minor company working in new technologies, with very little luck in recent years."

"Really?" Trixie asked, "why?"

"Whenever they come out with a new device or piece of tech, another company releases something that does exactly the same thing. Except that device does it even better than the one Changeling Industries makes. This has caused low sales, leading to the company downsizing multiple times over the last six years."

"Ouch," Rainbow hissed, "no wonder she resulted to theft."

"How the heck did she even get to be CEO in the first place?" Sunset asked, "you said she was a criminal back when she was younger. How the heck is she running a big company now?"

"It was her mother's," Twilight had done some reading on Chrysalis on the way over. "Her parents both ran the company and died over ten years ago, allowing her to inherit it." They nodded, understanding how something like that could happen.

As they stepped towards the building, they found Flash and Shining already waiting for them outside. The boys nodded as they and the girls headed inside, where the receptionist greeted them. "Hello there. What can I do for you today?"

"You can call your boss and tell her we're here to discuss something that happened today. A theft." Shining showed her his badge and the woman gasped, only now noticing Flash and quickly picking up the phone.

They waited as she spoke to someone on the other line, nodding several times until she put the phone down. "Ms Chrysalis will see you now." She gestured to the elevator and the lot of them headed towards it. It was a bit of a tight squeeze, but the ten of them managed to ride it all the way to the top.

Flash was tempted to go Grey Matter, but the elevator opened up before he could reach for the Omnitrix and the lot stepped out into a large room. The place was well decorated, with a couch against the side of a wall behind a coffee table, a large flat screen opposite and at the back, a large wooden desk with the woman of the hour sitting behind it.

"Why, hello there." Chrysalis smiled as they walked towards her, "and what do I owe the pleasure of this visit? It's not everyday the famous Flash Sentry and his friends come knocking at your doorstep."

Shining frowned at her. "We've come to talk about the robbery that occurred at one of your rival tech companies. Someone broke in and stole valuable data from them. And when I studied the area, I found your DNA on the computer keyboard."

"Is that so?" Chrysalis hummed, "well I'm afraid you're mistaken. I've never been anywhere near the tech company you're describing."

"Then how did your DNA get on the keyboard?" Flash asked, as Chrysalis shrugged.

"I know I've made some mistakes in my life. But ever since I took over this company, I've been on the straight and narrow. I can promise you, I had nothing to do with this little break in."

"Quit playing around!" Trixie stepped forward and slammed her hands on the table, "I know you have the Medallion. I can sense it on you." This was true. Ever since Trixie saw the woman, she had been feeling the power of the magical coin radiating off of her. "Hand it over before you get hurt."

"Is that a threat?" Chrysalis raised an eyebrow, looking ready to call security.

"No," Sunset stepped forward. "We're just trying to protect you. The Medallion you have gives you powers, but it also puts you in danger. There's someone out there that's trying to gather the Medallions and is willing to kill anyone who gets in his way. If he gets to you, it won't be good."

"Right," she replied slowly, "and I'm supposed to believe you...why?" Sunset frowned as Shining stepped forward.

"Believe us or not. I've got your DNA at the crime scene. I can arrest you for theft and when I do, I can take the Medallion away. If you don't want to face serious jail time, hand over the Medallion and the data you stole."

"Or what?" Chrysalis asked. "So you have my DNA at this crime scene. That proves nothing. There's a million ways it could have gotten there." They all frowned at this and Sunset had had enough, rushing around the desk and grabbing Chrysalis' arm.

As soon as she did, her magic kicked in and she saw images of Chrysalis at the lab and reaching into her pocket. She then watched as Chrysalis was suddenly transported into the server room before making her way over to the computer, where she plugged in a flash drive and downloaded all the data before escaping. The scene then changed to show Chrysalis uploading the info into a computer, allowing Sunset to see the password she used.

Chrysalis finally pulled her arm free and glared at her, "what are you doing?" But before she could say anything else, Sunset grabbed her computer and pulled it off the desk. "HEY! Put that down."

Sunset typed the password in and smiled when it opened, allowing her to shift through the files. Chrysalis tried to get to Sunset, but the others got between them. "Ha!" She showed Twilight one of the files, with the same name as the company that was robbed.

Twilight opened the files and saw everything that was stolen. From the looks of it, these files were seriously important. "You stole this information from those that worked so hard to create it. How could you?"

Chrysalis frowned, clearly wanting to argue that she hadn't stolen it. But she knew she had been busted, "I had no choice. My company's going to go bankrupt if I don't do something. All my best engineers and scientists have been pilfered by other companies. If Tirek's company hadn't gone under, I'd already be ruined. I had to use this chance I was given."

"So you stole another company's secrets?" Trixie cried, "using the Medallion's power." Chrysalis frowned, "where is it?"

Chrysalis sighed as she reached into her pocket and took out the red and black coin. "I don't know where this thing came from, but it's the key to saving my company."

"No," Trixie moved towards her, "it's not meant for that. It's meant to help protect a kingdom in another world. Using it for your own benefit is nothing but an insult to its power. And as long as you have it, your life is in danger." She held out her hand. "Please, give it to me."

Chrysalis stared at her, then down at her hand. And slowly, she held it out and stepped closer to Trixie.

Everyone prayed that she had seen sense and was going to give it up. And that seemed to be the case, as Chrysalis got closer and closer to Trixie. But as the Medallion was inches away from Trixie's fingers, Chrysalis pulled back and placed the Medallion on her head.

Everyone gasped, as the Medallion unleashed multiple strings of light that spread around her head. The lights then generated more strings that connected them to each other and created a web pattern. The gaps were then also filled with light, as the string lights faded to reveal black webbing. The rest of the light finally faded to reveal a red fabric.

Chrysalis was now wearing a red mask with black webs covering it, which hid everything except her mouth and hair beneath it. Her eyes were covered by goggle-like eyes that looked like they were split into four pieces.

Everyone got into a fighting stance, as the Medallion unleashed another burst of light. This time, Chrysalis' whole body was consumed and she was quickly transformed. The light exploded off of her and revealed a black suit that covered her head to toe. The suit also had red sections on it, covering her shoulders, waist, lower arms and feet. A red spider was also on her front and back, connected to one another by the tips of the legs.

Finally, four tendrils of light exploded out of the back spider and grew to around five feet in length. When the light faded, she had a quartet of black spindly legs that had red spikes on the end of them.

Chrysalis stared at them, as they slowly stepped backwards. "Oh, are you leaving?" She smiled as she raised her hand, "here. Let me show you the door." She snapped her fingers and suddenly, a spider-web of light appeared below her before growing larger.

Before any of them could react, the web engulfed them and phased through the walls and window. And the next thing they all knew, a bright flash engulfed them for a second before fading to show the lot of them were outside.

And by outside, they were right outside Chrysalis' office, several stories above the ground. Chrysalis was still in her office and the lot of them were standing on the spaces of the cobwebs, which acted as an invisible platform for them. However, when Chrysalis turned to smile at them, she snapped her fingers and the cobweb vanished.

"Uh oh," was all Pinkie could say before gravity pulled them all downwards.

They screamed as they fell, Twilight, Rainbow and Fluttershy quickly hitting their Geodes to transform and summon their wings. Trixie also put on her Sky Butterfly mask whilst Flash activated the Omnitrix. Shining took his rod off his belt and held it up, the device transforming into a parachute that stopped his fall.

Trixie grabbed Pinkie as Twilight grabbed Sunset, Rainbow grabbed Applejack and Fluttershy grabbed Rarity.

Flash slammed the dial down and was thankful to get the alien he wanted. "Gryforce!" He spread his wings and managed to slow himself to a stop, the others doing the same barely a few feet off the ground.

Once they all landed, catching the attention of the people around them, they looked up at the building and prepared to storm the place. But before they could, Chrysalis appeared on another energy web before said web vanished.

She fell towards them, creating and dispelling cobwebs every few feet to act as platforms until she reached the ground. Her four long legs then shot out and stabbed the ground, cushioning her final fall and allowing her to land without issue. The sudden appearance of said woman, caused the surrounding people to scream and run away, as she walked forward.

"This is your only warning," she told them. "Leave me alone or you'll live to regret it."

"Let you continue using your powers for evil?" Trixie asked, taking out her sword. "I don't think so." She shot forward and tried to stab her with her rapier, but Chrysalis created another energy web around her. And as soon as Trixie got inside of it, Chrysalis teleported her behind the woman. "Huh?" Trixie realised she had just stabbed air, as Chrysalis' spider leg shot out and slammed into her back. "AUGH!"

The others got into a fighting stance, Shining turning his Multi-Striker into a blaster. He quickly fired it at her, but Chrysalis caused the blast to vanish the moment it flew into the web. It then appeared behind her and shot towards her, but the angle caused it to miss her and fly right back towards Shining.

"WOW!" He leapt to the side to avoid it, Rarity putting up a shield before it could hit and hurt someone.

Gryforce, Applejack and Rainbow rushed at Chrysalis, but the woman warped Rainbow and Gryforce so they ended up running into one another and falling to the ground. Applejack then tried to punch her and this time, Chrysalis warped herself so Applejack missed.

Pinkie then threw a cupcake at Chrysalis, but the spider-masked woman swapped places with Applejack and the explosive sweet treat blasted her across the web. "Oh!" Pinkie cried, "sorry!"

Twilight frowned, not wanting to throw anything into the web after seeing what happened with Shining and Pinkie. She tried to simply pull Chrysalis out of the web, but the woman appeared protected from any outside force whilst inside the barrier.

Trixie huffed before she had an idea, quickly switching to her Luna Cat form before disappearing.

Chrysalis saw this and laughed, "so simple minded. Thinking I need to see you to warp you." She warped herself to another area, as the sound of Trixie's staff hit the ground. "Sorry sweetheart, but I don't need to see you." She warped Rainbow Dash as she tried to ram into her from behind, causing her to appear in front of her and stagger to a stop before Chrysalis slammed her leg into her back. "As long as you're in the confines of my web, I know all, I see all."

"Ahh!" Applejack pushed herself to her feet, "her power is way too OP."

"Maybe," Trixie reappeared, "but she can't do this forever. Teleporting this much has to be tiring. If we keep this up, she'll eventually exhaust herself." The others nodded as Trixie ran forward, attempting to get closer so she could hit Chrysalis with her staff.

Gryforce transformed into Volt-Edge, as Shining entered the web hoping to shorten the distance and give her less time to react. The pair fired at her, as Trixie swung her staff at her. But Chrysalis blocked the staff with her legs whilst teleporting the attacks to spots behind the other two, Shining getting zapped as the energy blast slammed into Volt-Edge's back.

Pinkie threw more sweet treats, whilst Twilight threw a trash can and whatever else she could get her magical hands on. But as soon as they flew into the web, they disappeared and reappeared flying the other direction. Luckily, Rarity was there to shield anyone outside the border.

Chrysalis and Trixie continued to fight one another, but Chrysalis showed incredible fighting ability with her legs whilst teleporting around Trixie to get several hits in. Volt-Edge and Shining picked themselves up and rushed in, hoping multiple targets would be harder. But Chrysalis was still able to fight, as three of her four legs thrust and swung at each of them to force them back.

The three eventually made their way past the legs and attempted to slash her from three different directions, but Chrysalis just warped away and they found themselves hitting each other. "AUGH!" They were all sent staggering backwards, whilst Chrysalis reappeared off to the side.

Rainbow flew straight up, hoping she could leave the web's limit. And once she was high enough, she dived down hoping to tackle Chrysalis before she could react.

But Chrysalis just smirked and snapped her fingers. Suddenly, Rainbow vanished and reappeared besides her. "AUGH!" The girl smashed face first into the pavement before rolling across the ground.

Fluttershy gasped at this and ran over to try and help her, only to be teleported out the other side. "Rainbow!" She cried, unable to get to her. But Rainbow groaned as she started picking herself up. By some miracle, her face wasn't torn to shreds and only had a few scratches.

"I'm okay."

Applejack ran towards Chrysalis and brought her fingers up into a flicking stance, having learned this trick with Flash after seeing it done in an anime they liked. Using all her strength, she flicked her finger and sent out a blast of air. It shot towards Chrysalis, but vanished before it hit her.

Instead, she felt that air slam her in the face and she cried out as she was knocked to the floor.

Volt-Edge groaned as he clutched his chest, trying to figure out a way to beat her. "There has to be a way over her power." He frowned as he looked up, watching as Rainbow was teleported from above Chrysalis. Even if the web had a height limit, it was likely so high they couldn't make use of it.

Volt-Edge tried to think of each alien he had and how they might fair in this situation, but each of them seem to run into the same problem. The only alien that might be able to overpower Chrysalis was Way Big and even then, that might be a little overkill.

"Come on, think. Every power has to have a blind spot!" Then, he remembered how Chrysalis had climbed down from the building. She had to keep creating platforms to stand on and fall a little. Why would she do that if she could have just warped herself downwards...unless. "There isn't a way over her power!"

"Don't say that!" Sunset cried, "she has to have a weakness."

"No," Volt-Edge smirked, "there's no way over her power. But there might be a way under it!" Those that heard this realised what he was saying and gasped.

"Flash!" Twilight smiled, "that's brilliant!"

"But how do we make use of it?" Fluttershy asked, as Chrysalis sent Applejack crashing into Shining and they fell to the ground.

Volt-Edge looked around and spotted a manhole cover, smirking as he jumped out of the web and hit the Omnitrix. In a green flash, he transformed. "Diamutt!" The diamond dog growled as he covered his arms and feet with crystals, as he gestured to the manhole cover so Twilight would notice it.

She nodded and picked it up, throwing it at Chrysalis as Trixie tried to slam into the woman's chest. But Chrysalis warped it so it was flying towards Trixie, who leapt up and back-flipped over it. This once again made it fly towards Chrysalis, who bent backwards to avoid it.

Trixie tried to use this opening to attack, spinning her staff around attempting to overpower the woman. But Chrysalis was able to block and shield herself with her legs.

Shining chose this moment to push himself up and run in a circle around the pair, firing at her with his blaster. But these were once again deflected and Rarity had to shield those outside the area from getting hit.

Applejack leapt at Chrysalis and threw a bunch of punches at her, but Chrysalis warped around and dodged it. But as she appeared, Rainbow tried to hit her with a flying kick. Chrysalis managed to block this with her legs, knocking her back before she leapt up to avoid more of Pinkie's destructive cupcakes.

"Come on," Twilight growled as Chrysalis kept jumping around. "You need to keep her in one place." She looked over at the manhole, hoping Flash would soon be ready.


Diamutt was in hell.

When he came up with this plan, he had failed to take into account that sewers stunk and his sense of smell was a hundred times better than a human's right now.

He pushed through it and having managed to get a handle on Chrysalis' scent, he sniffed the air near the top of the tunnel. But every time she was right above him, she moved and warped somewhere else. "Come on guys. Hold her still. It only has to be for a minute."


Trixie danced around, doing her best to avoid the leg spikes as they slashed and stabbed at her.

She turned her staff into a belt and used it to wrap around the leg as she dodged it before spinning around, pulling Chrysalis around to throw her. But Chrysalis instead, teleported out of the bound and appeared in front of her. Before Trixie could recover, Chrysalis slammed her human foot into her chest and knocked her backwards.

She cried out, her friends trying to help her only for Chrysalis to teleport them to the edge of the web and stagger out of it. When they tried to get back in, they found themselves walking out the other side.

Trixie sat herself up, only for Chrysalis to thrust her spider leg into her chest and pin her to the ground. "Your powers are nothing compared to mine," Chrysalis stated. "But they may come in handy, so I think I'll take them instead."

Trixie struggled against her, but the legs were too strong. She through about changing to her Mighty Bull form, but stopped when she felt something on the ground. Something that made her smile. "I don't think so." Chrysalis wondered what he meant by this, only for the ground behind Trixie to suddenly explode.

"RAAAAH!" Diamutt howled as he charged at the woman, who was too shocked to respond as he slashed at her.

In the blink of an eye, he sliced off all four of her legs and she was knocked staggering back. At the same time, her web had shattered when Diamutt broke through it from below. When she recovered, she tried to make another one. But Diamutt slashed at her again and allowed Trixie the chance to get up and attack.

"Gyah!" Chrysalis cried, as Trixie slammed her staff into her chest. The girl quickly started spinning it around and dealt several hits to her, making her scream with every impact. And whenever she was about to respond, Diamutt slashed at her with his claws or those that had been stuck outside fired something at her.

She formed a small web at her feet and tried to expand it, but Diamutt slashed at the ground and shattered it before she could. This allowed Trixie to pole vault and fly at her, dealing a powerful kick to her chest and knocking her back. Trixie landed and turned her staff into a belt, which she tossed at Chrysalis and caught her by the ankle.

She then spun around and threw Chrysalis into the air, making her scream as Trixie rushed over to Rarity.

The Rainboom created a shield, which Trixie leapt onto before Applejack punched it. This sent Trixie and the shield shooting into the air, as she made her belt into a staff again. She eventually reached Chrysalis, the two locking eyes with Chrysalis looking terrified whilst Trixie raised her staff.

And before Chrysalis could beg for mercy, Trixie swung the staff down with all her might and slammed it into Chrysalis' chest.

The woman screamed as she was sent barrelling towards the ground, unable to form a platform and eventually smashing into the pavement. A mighty crash could be heard and she landed cracking the street as a cloud of dust filled the air, Trixie falling after her and using her belt to swing off a lamppost.

As she landed, everyone moved towards Chrysalis as the dust cleared.

The woman coughed as she pushed herself up, only for her suit to glitch before shattering off of her. Her Medallion fell off her head and she quickly caught it, but realised she didn't have the power to use it again. She was helpless.

"It's over," Trixie told her. "Hand over the Medallion and you won't get hurt." Chrysalis glared up at them, but couldn't seem to think of a way out of her current predicament. Was she going to lose the best thing to ever happen to her?

Before she could give a response, Diamutt's sense of awareness kicked in and he leapt at Trixie. "LOOK OUT!" He pushed her out of the way, just in time to avoid a fireball that flew down and exploded against the ground. Said explosion knocked the others staggering back, as lightning bolts rained down around Chrysalis and forced them all to take shelter.

Chrysalis was terrified, as smoke formed around her and blocked the others from seeing. She then felt a presence beside her and looked up to see a man standing in front of her. "Take this!" He threw something at her and she found it was a small yellow gem. When she held it, it glowed and she suddenly found herself becoming invigorated. In fact, she felt more powerful than ever. "It won't last long. Transform and get us out of here."

Trixie had finally had enough of the smoke and swung her staff around, creating a gust of wind that pushed it away. And when she did, she saw someone she had hoped wouldn't show up. "Devious."

The man smiled at her, as a flash of light made them look behind him and see Chrysalis back in her suit. "Oh no you don't!" Diamutt was ready to slash at the ground if she tried to make another web. But before he could, the Omnitrix beeped and he transformed back to human. "Oh, come on!"

Chrysalis smirked as she created the web and expanded it to an unbelievable degree. It grew so large, it completely consumed Chrysalis' company along with several other surrounding buildings.

"Until next time," Devious announced as he grabbed Chrysalis' shoulder before the pair disappeared. Moments later, the web exploded and they had no idea where the pair had disappeared to.

"NO!" Trixie cried, terrified that Devious was about to steal another Medallion. If he gained such a powerful ability, she might never be able to beat him. "This isn't good."


In a nearby back alley, Chrysalis and Devious stood together as Chrysalis was suddenly overwhelmed with exhaustion.

"What's happening?" She staggered forward and fell to the ground, panting as her suit exploded off of her. "Who are you? And why am I suddenly so tired." Her savior turned to her and removed the Medallion from off his head, smiling at her as he changed back to his normal clothes.

"My name's Devious. Don't worry, you just need to rest. You're lucky I had that crystal. We might not have been able to escape if I didn't. Making a web like that would have killed you without it."

"Why did you save me?" Chrysalis asked, "you have one of those Medallions as well. Do you want to take it from me?"

"Eventually," Devious smirked as he found a box next to a dumpster and sat upon it. "But I have a proposition to ask of you before then." Chrysalis raised an eyebrow, "how would you like to team up with me?" Chrysalis raised an eyebrow at this, as Devious smirked. "With your powers, I know I can defeat those fools the next time I face them."

"Why would you want me? Why not simply take my Medallion now that I'm weakened?"

"I could. But how exactly did that girl defeat you?" Chrysalis frowned as she thought back to the battle and how well it had been going until her annoying alien friend messed everything up.

"She wouldn't have stood a chance against me on her own."

"Exactly," Devious nodded. "The first time I fought against her, she was completely helpless against my power. If Flash Sentry and the rest of those fools hadn't been there, I would have taken the Medallion and she wouldn't be alive the annoy me. And the same thing happened all the other times I've fought against her. If she didn't have her friends getting in my way, I would have crushed her by now and have what's mine."

"What does that have to do with me?"

Devious stood up. "Don't you see? The only reason they keep beating us is by working together. And if we want to defeat them, we need to work together." He started pacing around the alleyway. "I've been on the hunt for allies that can help me take what is mine. I'm going to gather all the Medallions and use them to create a world where I reign supreme." He turned back to her. "Join me and I'll make you my right hand woman in the new world. You'll get to live like a queen and never have to work another day in your life, so long as you help me keep order."

"I see," Chrysalis hummed. "And you swear not to try and take my Medallion?"

"I will need it at the very end to accomplish my goals. But once it's done, you can have it back." He stepped forward and held out a hand. "So, what do you say?"

Chrysalis stared at him for a moment, then smirked before grasping his hand and letting him pull her up. "You have a deal. We work together to get revenge on those fools and achieve your goal. Then we'll be on easy street." Devious nodded and the two prepared to get to work.

Soon enough, Trixie and her friends would discover that an all new Devious was ready to make life a lot harder for her mission.


Trixie sighed as she sat in the Plumber Base.

Shining had returned the information stolen to its rightful owner, along with announcing Chrysalis' involvement in its theft along with the use of a prohibited alien item. This had turned Chrysalis into a known fugitive and the news was having a field day with this information, with many believing Changeling Industries would likely go under because of it.

Trixie felt bad for the workers of the company, hoping they would be able to get other jobs. But right now, she had other problems.

Trixie had searched high and low for Chrysalis, but she was nowhere in sight. Trixie had expected Devious to simply steal Chrysalis' Medallion and leave her for dead. But there was no sign of her, anywhere. Which lead Trixie to believe she still had her Medallion.

"You okay?" She looked around and saw Flash standing besides her, "I understand if you're a little glum. Losing the Medallion like that must be tough."

"Yeah," Trixie nodded, "but that's not why I'm upset." She sat back in her chair. "I think Devious is up to something. I have this feeling that something big is coming. Something that's gonna make defeating Devious and gathering the remaining Medallions harder than ever."

Flash nodded. "If that's true, then we'll face what's coming together and show it why it shouldn't mess with us." Trixie smiled and nodded, the pair bumping fists before heading out of the Plumber Base. They would need all the rest they could get for whatever might be coming in the future.

Devious might have been kicking things up a notch, but Trixie wasn't afraid. As long as she had her friends, she would face whatever he threw at her and overcome it no matter what. That was her promise.

Author's Note:

Trixie has another villain to deal with and Devious now has a partner. That'll make things difficult for our heroes. How will this change the adventure going forward? Only time will tell.

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