• Published 8th Sep 2022
  • 6,029 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.

  • ...
17
 1,072
 6,029

PreviousChapters Next
Season 4, Episode 10: Ghostfreaked Out

Canterlot was abuzz with gossip, due to the events that had occurred two nights ago.

Flash Sentry had single handedly defeated six super powered criminals and saved several individuals from their grasp. The criminals were all safely locked behind bars, though Viral had been taken someplace else due to her strange state of being, and questioned about everything that had happened.

To say the police were shocked, when they heard how Flash had defeated them all was an understatement. Hearing how brutal he had been was quite a surprise. And when they tried to contact Flash for answers, he hadn't been very forthcoming about it.

Speaking of Flash, the currently shirtless teen was inside the Plumber base.

He was in the lab, standing inside a glass tube as lights raced over his body. The Omnitrix had many wires sticking out of it, connected to another computer that was going over its systems.

Azmuth stood in front of his computer, looking over every system in the Omnitrix. Behind him, Shining and Twilight stood staring at the screen, having no idea what any of it said. "Well?" Shining finally asked, as Azmuth finished going over the data.

He sighed as he turned away from the computer. "There's nothing wrong with him or the Omnitrix."

"What do you mean, there's nothing wrong with us?" Flash asked from inside the tube. "If there was nothing wrong with me, I wouldn't have fought against Animac and the others in my sleep and almost killed one of them."

"I'm not saying something isn't up," Azmuth looked back at the computer. "But it's like I said. All the Omnitrix systems check out as normal. I don't know why you transformed in your sleep and fought without waking up." He opened the tube and Flash stepped out of it, Shining throwing him his shirt and jacket.

"So what am I supposed to do?" He asked, the four heading to the teleporters leading up to the main control room.

"I'm not sure," Azmuth stated. They teleported up into the room and found Adagio, Trixie and the rest of the Rainbooms waiting for them.

"Well?" Sunset asked, "you figure out why Flash went sleep mode?" They shook their heads, "so we still have no idea if Flash can go alien again?"

"Maybe Flash shouldn't until we figure it out," Fluttershy suggested. "Who knows what might happen, if he loses control again." Flash frowned at this, not liking the idea of being benched.

"No," Azmuth shook his head, "Flash must learn to overcome this. And I'm afraid the best way to figure out what's wrong at this point, is to have it happen again." Everyone's eyes went wide hearing this. "I'm not a big fan of it either, but at this point there might not be another way. I'll remain with Flash and have a scanning device ready to detect anything that happens. If there is a problem, it might only be detectable when Flash is transformed."

"Then why don't I just transform right now?" Flash activated the Omnitrix and Azmuth quickly took out his scanner, the teen slamming the dial down and transforming into Diamutt. "Anything?" Azmuth scanned him, but found nothing.

"Try another alien." Diamutt hit the Omnitrix and transformed into Squidstrictor, with everything still being perfectly normal. He then changed to Riot-Horn, then Yak-Smasher, Pesky Dust, Eatle and Bushwhacker. But none of them gave his scanner any real reaction.

"Maybe you need to use the same alien you used last time?" Pinkie suggested, Bushwhacker giving her a worried expression. "Try turning into Ghostfreak." The alien hero looked a little worried. Clearly, he was uncomfortable using the alien he had slept through an entire fight as.

He reached up and prepared to hit the Omnitrix, his hand a little shaky as he did. But then, an alarm caught their attention and they looked around to the computer.

The screen activated, showing someone walking down a street causing mayhem. Someone they all recognised and couldn't believe was actually free. Negatine.

The town was in a mad panic, as Negatine laughed and unleashed a bunch of different creatures to attack the city.

Red lynxes that were covered in blazing fires ran through the street, setting everything they past ablaze. In the skies were a bunch of robotic pterodactyls, with jet plane wings that had missiles along with a thruster underneath. And a cyborg elephant, that had turbine fans in plan of ears and a trunk that looked like it was the nozzle of a vacuum cleaner.

Negatine jumped up and sat on one of these elephants, watching it as the turbine ears spun around whilst the nose unleashed a powerful blowing force. The wind it caused ripped a bunch of benches and other nailed down objects off the ground and into the air, as Negatine laughed.

"That's not good," Trixie gulped as Flash turned back to human.

"We've gotta stop him!" Flash rushed for the exit, but Shining grabbed him before he could.

"Hold on. I don't think going out with you in your condition is such a good idea." Flash frowned, not wanting to be left out of this situation. "Negatine's tough and you being off your game isn't gonna make beating him easy."

"I'll be fine," Flash told him. "I didn't have any problems with my other aliens. So I'll just use one of those. And if something goes wrong, you guys will stop me." Shining didn't look convinced, but saw the look Flash was giving him. A look that said he wasn't gonna take no for an answer.

"Alright." He took out his badge and summoned his suit, Trixie doing the same with her mask and going into her Luna Cat form. "Let's get going."

"Allow me," Azmuth began to activate the ship's teleporter.


People screamed as they ran for their lives, Negatine continuing to ride his digital monsters down the street.

Police cars flew into the street and planned to ram the monsters on the ground, but he ptera-jets launched a bunch of missiles at them and they barely managed to avoid it. The lynx roared and breathed fire out of its mouth, terrifying anyone who was remotely close to it as they tried to escape the madman.

"Oh, I can't believe I'm getting paid to do this." But as he said that, a green flash caught his attention and made him looked ahead.

From the light, Flash and the rest of his friends appeared with the alien hero stepping forward. "Negatine! Should have known you were the one behind this! What, Shadow didn't wanna come with you?"

Negatine glared at you. "My son is still locked up, thanks to you." He pointed at him, "but I'll be sure to tell him how I crushed you, when I see him next!" The creatures glared at the lot of them, as the elephant unleashed a blast of wind that nearly blew them all backwards.

They cried out, unable to stop themselves from being pushed back. Flash, Shining and Trixie were the only ones able to weather the storm, but the other two digital creations looked ready to attack as soon as the gale stopped.

"That's it!" Flash looked at the Omnitrix, still a little hesitant to use it. But he couldn't be afraid of his power. "Time for Volt-Edge to fry that tech of yours." He activated it and dialled up the alien in question, slapping the dial down and unleashing a green burst of light.

But when the light died down, everyone saw Flash had become the wrong alien. One none of them wanted to see at this moment in time.

"Ghostfreak!" The spectral alien announced, floating in the air and not being phased by the wind at all.

As he floated there, Azmuth's sensor started beeping. "What?" He brought up the scan and found there was some kind of unknown fluctuation in the Omnitrix's systems. "Why wasn't this showing before?" He looked up at the alien, as he continued to float without doing anything. "Could it be this alien in particular?"

"What's wrong?" Fluttershy asked, as Ghostfreak flew forward completely unphased by the flames and missiles being sent his way.

He phased through the fire without issue and the missile explosions didn't hurt him either. He passed by the digital creatures and attacked Negatine directly, the man raising his scanning glove. "You wanna come at me? Then I'll just take your power for myself!" But before he could scan him, Ghostfreak dove into the ground and disappeared. "Hey! Where'd you go!?"

Seconds later, Ghostfreak shot out from under him and punched him right in the chin. "Surprise!" He hissed, as Negatine fell back. He then grabbed the man's glove and ripped it off of him, the cables tearing as he threw it away.

The digital creatures all started glitching at this and dissolved, as Ghostfreak grabbed Negatine by the straps of his device and lifted him into the air. "What are you doing?" Ghostfreak answered by thrusting him back into the ground, causing the device on his back to be crushed as he cried out in pain.

Flash's friends gasped, unable to believe he would do that. But Azmuth had a feeling there was more to this. "Flash, change back!" But Flash didn't listen, as Ghostfreak pulled Negatine to his feet and started punching him. "FLASH!"

Trixie and Shining rushed forward, as Negatine was knocked staggering back. "Flash!" Shining grabbed Ghostfreak's arm, Trixie doing the same. "What's wrong with you!?"

"You need to cool down!" Trixie cried, only to feel herself being lifted up and thrown away. Shining was also knocked flying, as Ghostfreak went after Negatine again.

"FLASH!" Twilight rushed to him, "stop! This isn't you!" But then, Ghostfreak turned to her and looked her dead in the eye. They were only inches apart, as he spoke in a ton of voice she knew Flash wouldn't and couldn't ever use.

"Flash...isn't here." He turned to attack Negatine again, but Rainbow shot past him and grabbed the mad scientist. "Get back here!" He roared, as Rainbow rushed him away.

"Save it!" Shining told him. "Rainbow's gonna be dropping him off at the nearest police station." He took his Multi-Striker out, "now why don't you calm down and change back!" But Ghostfreak didn't listen and looked ready to fight.

However, before he could, a beam of light suddenly hit him.

Everyone looked around and saw Azmuth, with the exact same device they had used to save Flash when he was ghosting. "Something's wrong with the Omnitrix," he stated. "Something directly connected to this alien. I need to reboot the device and figure out what it is!"

Ghostfreak tried to escape the beam, but Twilight used her magic on him. Even as he tried to phase, he found he was unable to move. "NO!" He hissed, as the Omnitrix rebooted. "I WON'T GO BACK!" With that, a brilliant flash of light filled the air.

"YAAAAR!" They then heard Flash's voice, as he fell to the ground out of the light. He moaned as he picked himself up, holding his head as he felt like he had just awoken from a bad dream. "Glad to be rid of that freak."

"Ah, and I thought we were close." Flash's eyes went wide as he spun around, only to gasp as the light finally faded to reveal Ghostfreak floating next to him. "So nice to finally meet you," he floated closer and glared at him. "Face to face!" Flash staggered back in shock, he and everyone else completely terrified.

"That's not possible. You can't be you...I'm you?"

"I was never you!" Ghostfreak roared, almost swiping at Flash with his claws. As he did, the others turned to Azmuth.

"What the heck is going on?" Adagio asked, Azmuth looking just as perplexed.

"I don't know. The reboot should have restored the Omnitrix to normal. It shouldn't have allowed the geno-archetype to escape." He thought for a moment. "No, a geno-archetype wouldn't be able to talk like this. Something else is going on." Ghostfreak laughed at this.

"The great and mighty Azmuth! Thinks he knows everything, when in fact he knows nothing about the ectonurite race." Azmuth frowned at him.

"Then maybe you would like to educate us."

Ghostfreak laughed at this. "Very well. How amusing, that the smartest mind in the universe is now the one who needs to be taught. You should have studied my race more thoroughly. If you had, you would have known that every cell of an ectonurite body, contains a single spark of their overall consciousness. When a sample was taken for the Omnitrix, you trapped that spark inside the device."

"I see," Azmuth nodded. "But a single spark of consciousness should have eventually perished inside the codon stream?"

"If it were any other member of my race, we would have. But I am no ordinary ectonurite. For centuries, I was trapped in a formless limbo. Unable to move, unable to escape the swirling void you had created to store your precious DNA samples. But I refused to let myself be consumed and over time, my single spark grew stronger and stronger. And then, finally, I was given my chance to escape."

"Flash using Ghostfreak," Shining realised.

"Yes," he hissed. "That little error that happened when you unlocked that form, allowed me to break down the mental barriers. If it hadn't, it would have taken months to undo it and escape. But now, here I am. I'm free to take on my true self." With that, he reached up and grabbed the top of his head.

His claws teared into the white skin and ripping it apart, shocking everyone as he pulled the white covering away from his body to reveal what had been hiding underneath.

His body had somehow gotten even larger, looking almost twice the size he had been before. He was now a mostly bluish gray colour, with long slender arms full of muscles and ending in several black claws on each hand. His skin had several black lines running along it, which appeared to have something trying to break out through it.

Then there was his head, which looked almost like a goat's skull that was upside down so the mouth was sticking out the top. The purple eye that had once run along the black track, was now locked inside a large single socket on one side of the skull.

Finally, the thing that had been trying to burst out of his chest finally succeeded. Doing so revealed an bunch of long black and white tentacles, that looked like they could rip one's very soul out of the body if they got a hold of you.

Everyone was in utter shock and disgust at the sight before them, a few looking ready to puke. Flash gulped, as he realised that was what he had looked like on the inside whenever he went alien. "And I thought you were ugly before."

"Funny," the alien replied as he floated towards him. "But your jokes won't save you now."

"Back off, Ghostfreak!" Flash prepared the Omnitrix, only to see it was still red.

"Stop calling me that!" He hissed, "that is not my name!" He raised his claws, looking ready to shred Flash to a hundred pieces. "You shall come to fear my name, as I use the Omnitrix's power to take over your pitiful planet. I...am...Zs'Skayr!"

Flash stared at him, as the name rattled around in his head. "Zs'Skayr?" Slowly, Flash remembered where he had heard that name before. He was suddenly blinking back to his trip into the future, and the warning his future self had given him.

"When you face Zs'Skayr, remember that the sun is your greatest ally."

'That's what he was trying to warn me about,' he thought to himself. He looked around and realised that at this time of day, the sun was hidden behind the tall buildings of the city. As such, Flash, Zs'Skayr and everyone else were in the shadow of the building next to them.

"It's time, Flash Sentry!" Zs'Skayr moved towards him. "I need the Omnitrix and the only way to get it is to take over your body." Everyone gasped, as the ectonurite flew forwards. "Let's see how you like being the puppet." But as he said that, Shining started firing at him. However, all the blasts simply phased right through him. "Pathetic." He raised his claws.

As he did, one of the lamp posts Negatine had blown over lifted into the air. It flew towards Shining and everyone had to leap for cover.

"Guys!" Flash cried, as Zs'Skayr turned to glare at him. Flash tried to think and suddenly he noticed something a few feet behind him and legged it.

"You can't run!" Zs'Skayr chased after him, his flight ability allowing him to catch up. But Flash reached his destination before the ghost could reach him. And the next thing Zs'Skayr new, his entire body was burning. "RAAAAAAAAAAAAAAAAAAAAH!" He roared, as the light of the sun cooked him alive.

Everyone saw this and watched Zs'Skayr float backwards. They looked at Flash and saw he was standing in a shaft of sunlight, created by the sun's rays sneaking through a gap in the two buildings. "Nice try," the hero told him. "But I'm not as dense as you think I am. Shouldn't have told me your name. Cause if you hadn't, I wouldn't know about your weakness to sunlight."

Zs'Skayr glared at him and tried to reach out and grab him, but all that did was burn his claw more. The alien ghost roared n annoyance before pulling back. "You may be safe now, but daylight is only temporary. I'll be back for you. Mark my words." With that, he dived into the ground and was gone.

As soon as he was gone, Flash fell to the ground in absolute terror from what had just happened.

The others rushed over to him, asking if he was okay. Flash wasn't sure how to answer that, given how he had been sharing a body with an evil monster without even knowing it. "We need to get you somewhere safe," Azmuth stated.

"I'm pretty sure I'm safe right here," Flash pointed out. However, in that moment the shaft of sunlight faded away. The sun had just gone behind a cloud. "Anyone know a place there's barely any clouds and lot of sunlight?"

"The sahara," Twilight tried to joke though Flash gave her a look showing he wasn't in a laughing mood.

"We just gotta get you back to base," Shining replied. He quickly took out his badge and accessed the base's teleporter, having it lock onto the Omnitrix and any life signs around it. Once that was done, the lot of them were teleported into the underground structure and Azmuth quickly got to work scanning the Omnitrix.


Meanwhile, Zs'Skayr flew into a street that had a bunch of shade inside of it.

The alien ghost was annoyed he had lost his chance to get the Omnitrix. He had a feeling he knew where Flash was, but getting there would be impossible in the sunlight.

However, as he was about to take his frustrations out on the nearby buildings, someone stepped out of one of them. It was a man wearing headphones and looking at his phone, causing him to miss the giant ghost monster floating in front of him.

Zs'Skayr stared at him and smirked before flying down, floating behind him before diving into his body.

This caused the man to gasp as he dropped his phone and fell to the ground, crying out as he felt everything around him going dark. He then stopped yelling before standing up, his eyes opening to reveal they were now dark purple with black lines coming out the sides.

He walked forward, crushing the phone on the ground, approaching an area where the sunlight was beaming down on the street. He reached out and felt his hand grow warm in the sunlight, but the heat wasn't enough to hurt him. "Seems these humans have some use after all," the man spoke in Zs'Skayr's voice before letting out a laugh.


Back at the base, Azmuth had Flash being scanned by every piece of equipment he had available to him.

But he and the Omnitrix were so thoroughly poked and prodded, he felt like he was being seen naked. "Anything?" Shining asked, as Flash stepped out of the tube that had been scanning him.

Azmuth stared at the resulted and stroked his beard. "Everything indicates Flash is perfectly fine. However, that's the same result I got before all this started."

"So you're sure Flash is perfectly alright now?" Sunset asked, the lot of them turning to Flash who felt perfectly fine. "None of his other aliens are gonna end up taking him over, are they?"

"They shouldn't," Azmuth replied. "The ectonurite was an special circumstance. Now that he's escaped, Flash should have no other problems. Although, I'm afraid this also means the transformation you called Ghostfreak is gone."

"Honestly," Flash sat down, "not something I really care about. Right now, I just wanna figure out what this Zs'Skayr guy's gonna do next. I doubt he's finished."

"He said he wanted to merge with you," Twilight replied. "What do you think that means?"

"Well," Shining crossed his arms. "Clearly, he wants to take Flash over. Like how Flash was able to take Periwinkle over, during his fight with those crooks. But I get the feeling merging with Flash is taking that to the very next level."

"But why?" Pinkie asked, "he already seemed pretty strong. So why does he need to take Flash over?" They all thought of this, Azmuth thinking about what Zs'Skayr had told them.

"He said that only a spark of his consciousness was taken along with the DNA sample. Not the whole consciousness."

"So?" Trixie asked.

"So, that means he's not the real Zs'Skayr. Just a copy. Like a clone. Take a small sample of the original and you make it grow until it mimics the original in almost every way. Zs'Skayr is exactly the same, only it was his consciousness instead of physical form that was copied. And as Flash used Ghostfreak, he was able to infect the geno archetype until he was able to take full control and escape."

"What does that have to do with trying to take over Flash?" Applejack asked.

"Should a geno-archetype escape the Omnitrix, they would perish after a period of twenty-four hours. Zs'Skayr must fear the same thing happening to him. And as a copy of the original, he is likely not as powerful as the real Zs'Skayr. But if he merges with Flash and gains the Omnitrix, he'll be safe and have his full power back."

"I guess that makes sense," Flash nodded. "But what other powers could he possibly have." He already seemed dangerous enough. What else could merging with him give Zs'Skayr.

"What do you know about ectonurites?" Twilight asked. She was concerned for Flash, obviously, but also curious to know more about such a strange class of creature. And the more they knew, the better the prepared they would be when he showed up.

"Not much, I'm afraid." Azmuth sighed. "Ectorunites lives in the Anur system, which isn't exactly a friendly place to be. They live inside a giant black hole that exists in the very centre of the system and rarely, if ever, leave it. And being a black hole, sending probes and whatnot into it to collect data isn't exactly easy."

"But you were able to get a sample of Zs'Skayr's DNA," Rarity pointed out.

"Actually, I'm not sure how that DNA was acquired. It just appeared in the codon stream one day, before I ever attempted to get samples from Anur. At the time, I simply accepted it as something weird that happened and never bothered to look into it further. But now that I've seen this creature in action, I think Zs'Skayr might have been possessing another alien when it got scanned and his DNA was brought along for the ride."

"So you really have no idea what other abilities Zs'Skayr might have?" Flash asked. "Because I couldn't lift things with my mind or take people over when I was Ghostfreak. At least...I'm pretty sure I couldn't."

Azmuth nodded. "Zs'Skayr's consciousness was likely suppressing most of his more powerful abilities. Either that or removing that skin layer granted him more power. But it also made him more vulnerable. Flash never had a problem using Ghostfreak during the day, but you all saw what it did to Zs'Skayr."

"But that might change if he gets his hands on Flash and the Omnitrix," Adagio frowned.

"Exactly." Azmuth turned to the computer system. "We still have time. I'm going to work on some devices that should help combat Zs'Skayr. Until they're complete, Flash will need to remain here. And he shouldn't be left alone. Zs'Skayr may try to take him by surprise when he doesn't have any backup."

Shining stepped over and placed a hand on his shoulder. "Looks like we're using the buddy system."

"Great," Flash sighed as Azmuth left to head for the lab. As he did, Twilight brought ectorunites up in the plumber database. Unfortunately, the plumbers had as much information on them as Azmuth did. Apparently, Anur wasn't part of the plumber alliance so there were no plumber bases in or around it. And since the ghostly aliens hardly ever left the system, there was little to no info on them.

Flash spent the next few hours being watched like a hawk, whilst also suffering from a severe case of paranoia. Every time something seemed to move in the corner of his eye, he flinched thinking it was Zs'Skayr. The others could see Flash was going to have a nervous breakdown soon, so Shining took him outside the base.

The pair sat on the steps of the building, Flash never being more happy to be out in the sun as he was right now.

"It's okay to be scared," Shining told him. "There's nothing wrong with fear."

"I'm not scared," Flash stated. Shining was about to answer when he continued, "I'm freaking petrified right now." Shining nodded, understanding completely. "And it's not just that Zs'Skayr's after me and the Omnitrix. After Vilgax, I'm kind of use to that. It's that one of my aliens betrayed me."

"Really?" Shining hadn't been expecting that.

Flash nodded. "Ever since I got this thing, I've always felt like my aliens have had my back. Even when I get the wrong alien, I know that alien can help in some way. Those aliens didn't just feel a part of me. They felt like partners that supported me. I felt like I could trust them to always help me. But now..."

"I get it," Shining nodded. "Having one of your aliens betray you like that is painful. I'm sorry it happened. But you can't let that stop you from trusting your other aliens. They've all done a lot to help you and many others. Don't forget what they are. What you are."

"Heroes," Flash smiled with Shining nodded. The pair remained sat there for a while, watching as the sun got closer and closer to the horizon. As they did, Flash had to send a message to his parents that he wasn't going to be home that night.

They weren't exactly happy about this and when they asked why Flash was staying out, Flash wasn't sure what to tell them. He didn't want to say that he was under attack from one of his own aliens, especially over the phone. He would tell them the truth when everything was over. That would give him even more of a reason to survive the fight.

Once he hung up, he and Shining headed back into the building as the sun was about to disappear behind some tall buildings. As they did, someone stepped up to the gate and stared into the complex.


Back down below, the girls were all getting ready for the upcoming fight.

"I hope Azmuth comes up with a way to stop Zs'Skayr," Fluttershy gulped. "Maybe he can change the lights in the base to make UV light. Like a sunbed."

"I don't think he'd be able to do something like that," Shining stated as they stepped into the room. "There are hundreds of lights in the base and changing them all would require him to power the place down. I don't wanna have the defence systems offline whilst Zs'Skayr's out there."

The others nodded, agreeing wholeheartedly. And as they did, Azmuth warped into the room with a wheeled table.

"Alright," he told them, "I'm working on a way to contain Zs'Skayr when he shows up. But with the limited equipment I have, it's gonna take a while to get it working. Until then, you'll need to use these to fight against Zs'Skayr."

The others looked down at the table and saw multiple of the same weapon. They each picked it up, seeing it was some kind of gun with what appeared to be a flashlight for a barrel. "What are these things?" Rainbow asked, with Azmuth smirking as he explained their function.

Suddenly, they all heard an alarm and found someone had snuck onto the premises.

None of them wanting to leave Flash alone, they all used the transport pads to teleport up to the above ground base. Once they were up there, Flash activated the Omnitrix. "I'm ready for you," he told his opponent before slapping it down. "Volt-Edge!" He cried, sparking with energy but still a little frightened.

They stepped outside, looking around and seeing someone walking towards the building. They weren't sure how they managed to get over the gate, but Shining stepped forward with his Multi-Striker armed.

"Halt!" He cried, as the figure got closer. "I'm warning you. This is government property. What are you doing here?"

"Isn't it obvious?" The man asked as he got close enough to show his eyes, everyone gasping when they saw they were a familiar bright purple. "I've come to take what's mine."

"Zs'Skayr," Volt-Edge growled.

"Flash," he replied. "No more sunlight to protect you now." With that, the ghostly alien shot out of the man's body. And before anyone could react, he shot forward and tried to tackle Volt-Edge.

Flash's fear was his ally in this situation, as his reflexes were at their peak. As such, when Zs'Skayr tried to possess him he leapt straight into the air. He built up power as he did so, landing as the others leapt away from the ghost. Volt-Edge then launched the electrical energy at Zs'Skayr, but the spectre phased right through the energy as he shot towards Volt-Edge again.

This time, he expected the electric lizard to dodge and was able to follow him as he leapt to the side.

"FLASH!" Everyone cried, as Zs'Skayr tackled him and tried to merge with his body. But to their shock and delight, the phantom found himself unable to do that.

"Get...OFF!" Volt-Edge grabbed him in his claws and electrocuted him, Zs'Skayr roaring as he was forced to release him. The others rushed over to Volt-Edge, as the ghost began to reform himself.

"You okay?" Trixie asked, with Volt-Edge nodding.

Zs'Skayr growled. "It appears I cannot possess you whilst you are not in human form." The others glared at him. "However, time is on my side. You will be human again, soon enough. And I'll have fun, toying with you until then."

"Toy with this!" Rainbow held up the weapon Azmuth had made for them, pointing it right at the spectre. She pulled the trigger and unleashed a beam of light, which hit Zs'Skayr and caused him to roar as he was burned.

"Sunlight at night?" He flew away from the beam and hid behind the fountain. "How?"

"Little something Azmuth made for us," Twilight stated. "Sun-gun. Projects a beam as bright as sunlight." Zs'Skayr growled at this, as they all pointed their guns at the fountain.

"So come out and let us fry you!" Trixie cried, but Zs'Skayr had other ideas. He did jump out from behind the fountain and the others fired at him, but none were able to hit him before he reached the still recovering man that had brought him here.

"GYAAAAAH!" He cried, as Zs'Skayr phased into him and took over his body. Pinkie pointed her sun-gun at him and fired, the beam hitting the man. And though Zs'Skayr felt himself heating up, he was more than able to withstand it.

"You see," he opened his purple eyes and smiled. "So long as I am within a host body, your precious weapons are useless."

"Maybe," Volt-Edge told him, "but we know you can't use any of your others abilities when you're controlling someone. Stalemate."

"Hardly." With that, Zs'Skayr rushed forward and threw a punch at Volt-Edge. The alien lizard leapt back, looking ready to throw a punch back at him. But then he remembered the man he was controlling was innocent and couldn't be harmed just to stop Zs'Skayr.

However, Applejack tackled him and put him into a full nelson. "I got him!"

"No," the ghost laughed, "I have you!" Suddenly, the man and Applejack both jerked as Applejack cried out. She then let the man go and he fell to the ground, unconscious but okay. However, Applejack opened her eyes and smiled. Everyone saw they were entirely purple, showing Zs'Skayr had taken her over.

"Applejack!" Rarity gasped, as the girl ran forward.

"Fight it!" Sunset yelled, as Applejack tried to punch her. Rainbow shot past and pulled Sunset away, Applejack's punch hitting the ground and cracking the pavement.

They all gasped, realising Zs'Skayr had control of Applejack's magic. If Sunset had been hit by that, her head would have likely exploded.

"You can't hurt me," Zs'Skayr stated. "But I can easily hurt you!" She started throwing super powered punches and kicks at them all, forcing the lot of them to be on the defensive so that they didn't hurt Applejack.

"What do we do?" Trixie asked, blocking with her staff as Applejack punched at her.

Shining frowned as he raised his blaster, the others looking worried. "Come on Applejack. Don't make me have to stun you. Fight it!" But Applejack couldn't fight it, the girl leaping at Volt-Edge and grabbed one of his back spikes.

"WOW!" The alien cried, as the girl threw him towards the building.

He smashed through the front doors and into the main building, crashing into a wall before falling to the ground. Zs'Skayr's laugh filled the air, as Applejack walked towards him. "You humans are so weak minded. So easily controlled. And once you're human, you'll be just as easy to take over."

Volt-Edge growled, as he picked himself up. "Sorry, but I already did the being brainwashed thing...twice." He frowned, knowing he had no choice. "Applejack, you're tough enough to take this. Please don't hate me." He launched out a weak burst of electricity, hitting the ground at Applejack's feet.

The charge flew through the floor and Applejack, shocking her as she screamed.

Zs'Skayr also roared in pain, quickly leaving Applejack's body. But as he did, Pinkie happened to be running at them. And the next thing she knew, Zs'Skayr flew into her. "NO!" Volt-Edge cried, as Pinkie looked up at him and showed her purple eyes.

She then reached into her hair and pulled out a large tub of sprinkles, that glowed as she threw them at Volt-Edge and Applejack. The lizard leapt at the still unconscious Applejack and covered her, unleashing a sphere of lightning that blocked the blast.

"Guys!" Shining cried, as Rainbow and Fluttershy ran up to them. But as they did, Zs'Skayr floated out of Pinkie and dived into Rainbow.

The girl screamed as she was taken over, then laughed before she started spinning in a circle. Doing so created a tornado, which threatened to suck everyone inside of it. Fluttershy and a dazed Pinkie were almost pulled in, but Shining managed to grab the pair and stick his Multi-Striker axe into the ground.

Twilight looked around and had a plan, using her magic to lift the water out of the fountain and send it towards Rainbow.

It slammed into the tornado and knocked Rainbow off her feet, Zs'Skayr flying out of her as she did and shooting towards Rarity. The girl tried to shield herself, but it was no use. He phased right through the gems and entered her body, making her scream as she was taken over.

Rainbow, Pinkie and Applejack were starting to recover, only to find gems being launched at them by Rarity. "This is getting ridiculous!" Adagio cried, having to dodge a gem as it dented the wall behind her.

Sunset tried to tackle Rarity to the ground, but Rarity sidestepped the attack as Zs'Skayr leapt out of her and into Sunset.

They hoped this would give them to opening they needed, given Sunset's powers weren't combat oriented. But then, Sunset ran around and started throwing kicks, chops and judo throws at the lot of them. Seemed Sunset had been taking self-defence classes without telling them.

Trixie was next to get taken over, the girl quickly creating a bunch of fake Trixies that allowed her to get in close and hit each of her opponents with her staff. Then, Shining was taken over and he attempted to shoot them with his weapon. That had been quite the terrifying situation, Volt-Edge attempting to shock him with little success.

It wasn't until Twilight grabbed the Multi-Striker in her magic and pulled it towards her, that they were given brief reprieve.

But Zs'Skayr quickly left the girl's brother and shot towards her, taking control before any of them could hit him with their sun blasters. And when he got control of the girl, she quickly used her magic to lifted them all up and throw them in a random direction.

"GYAH!" Volt-Edge was once again thrown into a back wall, right as the Omnitrix began to beep.

"Ahh," Twilight turned to him, "music to my ears." A flash of light filled the room, as Volt-Edge reverted back to human.

Applejack moaned as she picked herself up, seeing Flash in trouble before noticing the sun-gun in front of her. "Flash!" She threw it at him, Flash quickly catching and pointing it at Twilight.

"Come on out!" He told Zs'Skayr, "and I'll happily give you an all body sun tan!"

Twilight's face shifted into a sinister smile, something Flash hadn't seen since the Friendship Games. She then lifted the Multi-Striker in her hand and pointed it at Flash, but he wasn't scared. Zs'Skayr wouldn't risk injuring him and losing the body he needed...right?

Then, Twilight pulled the Multi-Striker back and placed the end under her chin. Flash's eyes went wide, "what are you doing?"

"There are three milliseconds between pulling the trigger and the laser firing. Three times the amount of time I'll need to vacate this body before it goes splat. Drop the gun or else." Flash knew he wasn't joking. If he didn't drop the gun, Twilight would die. "You have till the count of three. One," she placed her finger on the trigger, "two..." Her finger began to tighten around it. "Th-"

"Alright!" Flash threw the sun-gun away and held up his hands, Zs'Skayr smirking before he left Twilight's body.

The others had finally recovered from the magical throw and saw Twilight drop, allowing them to see Zs'Skayr grab Flash. "NO!" Shining cried, as he and the others pushed themselves up.

Applejack was the closest and tried to run to his aid, grabbing the sun-gun off the ground. But Zs'Skayr was faster. "Let's take this somewhere a little more private." With that, he and Flash went translucent and Flash's eyes went wide as all the air left his lungs.

The pair sank into the ground and disappeared, everyone crying in horror seeing them vanish. "Where'd they go?" Pinkie cried.


Flash felt like his lungs were about to collapse, nothing filling them even when he tried to breath.

Eventually, the pair found themselves inside the base and they finally went solid and Flash was able to breath in. "Now it's just you and me!" Zs'Skayr hissed, as he started the melding process.

"AAAAARRRRRHHHHH!" Flash cried, his body feeling like millions of needles were being stabbed inside of it. He tried to fight it, but he knew it was a losing battle.

Zs'Skayr laughed as he felt them becoming one, the process causing the Omnitrix to unleashed a burst of green lightning. And as it did, the dial suddenly turned green and popped up. "Too late!" The process was almost complete, but Flash used all of his strength to rip his left arm out of the ghost's grasp and slam it into the ground.

A green flash filled the room, as Zs'Skayr felt the bond between them severing. He roared, feeling his grip on Flash's body vanish as the teen changed shape.

When the light finally faded, it revealed The Worst now laying on the ground. "Not what I wanted," he stated. "But better than being stuck as you." He quickly curled his body up and rolled along the ground, as Zs'Skayr growled.

"You're just delaying the inevitable." His tendrils exploded out of his chest and flew towards The Worst, grabbing him by the arms and legs before swinging him around. He then threw the alien punching bag into the wall and The Worst flinched at the pain.

Falling to the ground, the undies wearing alien groaned as Zs'Skayr moved towards him. "Think about it. With the power of the watch, and your DNA, I will be unstoppable."

"That's what I'm afraid of," The Worst stated before being lifted into the air by Zs'Skayr's power.

"Why do you resist your destiny?" He asked, pulling The Worst over to them so they were face to face. "You fight and you fight and you keep fighting. And what has it gotten you? People pretend to like you out of fear of your abilities, taking every chance they get to badmouth you when you fail. You put your life on the line multiple times and what has it gotten you?"

The Worst smirked, "nice try. People might fear you, but they don't fear me. And even if they did, I wouldn't care. I'll just keep showing them why they don't have to fear me. And as for what this life has gotten me...how about friends that stick by me!"

In that moment, the teleporters brought Shining and the girls into the room. "There you are!" Shining cried, as they all launched their sun-guns at the spectre.

Zs'Skayr screamed, as the beams hit him and pushed him back. The Worst fell to the ground, as another flash of light signalled Azmuth's sudden warp into the room.

In his hands, he was carrying a pair of black metal disks almost as big as him. "Flash, move!" The Worst leapt away, as Azmuth threw the devices at Zs'Skayr. They slid under and above him, right as the light in the middle glowed purple before the disks split into four pieces and moved apart. As they did, a purple energy field appeared between the four sections to form two flat squares.

The same purple energy then flew out and connected to the other squares, forming a purple energy cube around Zs'Skayr.

"What is this?" Zs'Skayr asked, attempting to phase through the energy field. But when he did, he felt like he was burning in the sunlight.

Azmuth smirked. "UV cage, specially calibrated to affect you even when intangible. You won't be getting out of there." The others smirked at this, thinking they had him captured. But Zs'Skayr wasn't so easily defeated.

He pushed his claws into the energy field and though they burned, he continued to push through them. This shocked them all, as he continued to force his way through the barrier. And eventually, the tips of his claws broke through it and he was able to stick them up towards one of the projectors.

"Impossible!" Azmuth gasped, as the projector was stabbed and glitched out. The others quickly lost their connection and powered down, the cage vanishing. As soon as it did, everyone started firing their sun-guns in his direction. But Zs'Skayr used his telekinesis to pull the weapons out of their hands. Even Trixie and Shining's gear was pulled away, Zs'Skayr crushing the sun-guns before diving towards Shining Armor.

"Look out!" Twilight cried, as Shining leapt to the side. Zs'Skayr ended up diving into the ground instead of into Shining, the man rushing towards his weapon. But before he could, a tentacle reached out and grabbed him by the leg.

Shining cried out as he was pulled over and hit the ground, Zs'Skayr then pulling him along the ground before throwing him away. "GYAH!" He crashed into the all, as the others tried to find him with little success.

Then, Fluttershy found herself going limp for a second. "No!" Rainbow cried, realising she had been taken over. The girl once again stood up and turned to give her a sinister smile before leaping at Rainbow, tackling her in an attempt to strangle her. Luckily, Rainbow was stronger than Fluttershy.

"This is insane!" Azmuth cried, as the others rushed over to pull Fluttershy off. This resulted in Adagio being taken over, the girl quickly spinning around and kicking Trixie in the head. "I...I can't think of a way to stop him."

The Worst heard this and also began to grow scared, knowing he could change back any moment. If only they had some sun, but that was impossible...or was it. "That's it!" The Worst turned to Azmuth and started whispering in his ear, Azmuth's eyes going wide.

"That...that could work. But if it doesn't...there's no telling what'll happen to you."

"I know," The Worst nodded. "But what other option do we have?" Azmuth frowned, but nodded and quickly ran over to the control terminal. As he did, The Worst rushed over to Zs'Skayr as he flew out of Sunset's body. "HEY!" He leapt up and tackled the alien's head, covering his eye. "It's me you want, so stop hurting my friends!"

"Ahhh!" Zs'Skayr fought against him, "you should have run away. Then your friend's deaths would have meant something!"

"That's why you're not gonna win!" The Worst cried, only for Zs'Skayr to grab him and pull him off. "You just use people and dispose of them when you need to. But if that's all you do, you'll never have anyone who's really got your back!" Twilight used her magic to pull The Worst away from Zs'Skayr, the alien ghost quickly throwing her backwards.

The Worst landed and as he did, the Omnitrix beeped. "I don't need anyone to...have my back." The alien returned to human and Flash looked worried. "Once I have the Omnitrix's power, I'll be unstoppable." He rushed forward and everyone screamed for Flash, but the teen trusted in Azmuth.

"NOW!" As soon as he said that, Azmuth activated the teleporter.

Zs'Skayr grabbed Flash and began to merging process. But because of this, he was solid and able to be teleported away. As such, the pair quickly vanished in a flash of light.

Everyone gasped, Shining turning to Azmuth. "What have you done?"

"It was Flash's plan," Azmuth stated. "I just hope it works."


Flash and Zs'Skayr warped into their new location and were thrown apart from one another, Flash finding himself on the edge of a sand dune and falling over the edge.

"WOW!" He rolled through the sand, eventually coming to stop at the bottom of the dune. He let out groan as he picked himself up, looking around and seeing there was nothing but sand in every direction. Zs'Skayr also saw this and glared down at the boy.

"Where have you brought us?"

Flash smirked up at him. "Welcome, to the sahara desert. One of the sunniest places in the world. With no trees or anything around to grant shade." Zs'Skayr's eye went wide at this, as he looked up at the sky.

As it so happens, a single cloud just happened to be covering the sun at that moment. But as soon as Flash told Zs'Skayr where they were, it moved out of the way and the super bright sunlight came flying down and hit the ghost.

A scream of absolute agony filled the air, Zs'Skayr's body quickly beginning to burn. He tried to phase into the ground, but the pain of the burning was stopping him from being able to do so. His body was slowly turning crispy, as he fell to the ground and tried to dig into the sand to escape. But it was no use. His body was falling apart.

He looked up at Flash, who stared down at him with no pity in his expression. "This isn't over!" He roared, as his tail started turning to dust. "You can't defeat me this easily!" He tried to slash at Flash, but the teen was too far away from him. "Just watch! I'll...be...BAAAAACK!" The rest of his body disintegrated and the last thing that remained was his claws, which fell off his body when it faded away and exploded into the sand.

Flash stared down at the pile of sand, those final words flowing through his head. "And if you are, I'll be ready for you." As he said that, the Omnitrix beeped.

"Flash!?" It was Shining Armor, Flash raising the device. "Please answer! Please still be you."

"Don't worry guys," Flash replied. "It's me. I'm alright!" Everyone sighed in relief hearing this, asking what happened to Zs'Skayr. "He's...enjoying the sun and the sand." He explained what happened and as he did, Azmuth locked onto the Omnitrix and teleported him back to Canterlot.


Azmuth was using his ship to scan the area that Zs'Skayr had been fried in, nodding as he found no trace of him.

"He's gone. The entire area surrounding the desert is completely ectonurite free." Everyone sighed at this, hoping Azmuth was actually right about this.

"So that's the last we're gonna see of him?" Rainbow asked, Azmuth not replying.

"I want to say yes. But this situation has shown me that even the smartest mind in five galaxies has more to learn about those galaxies. I will begin researching the ectonurites as best I can."

"You're not gonna try and add them back into the Omnitrix, are you?" Twilight looked a little worried, hoping Azmuth wouldn't make that mistake again.

"Oh, I have every intention of doing that." They all looked shocked. "If I didn't, the Omnitrix wouldn't be fulfilling its mission of cataloguing every known species of alien. But I won't be doing that for a long time. Not until I can find a way to make sure I acquire just the DNA and nothing else."

"I'm not sure I'm comfortable with that alien being available again," Flash frowned. He really never wanted to use that alien ever again, even if it had some incredible powers.

Azmuth nodded. "Don't worry. Like I said, I won't add it back into the Omnitrix until I'm sure it's safe. That could take years, decades even." Flash sighed, glad to hear that. "I may have to design a fail-safe to make sure nothing like this ever happens again. Though I doubt there are any other aliens like Zs'Skayr in the Omnitrix, having you lose control isn't something I ever intended for the Omnitrix to allow. I'll make sure nothing like this happens again."

"I hope so," Shining sighed. The lot of them were exhausted after everything they had been through. And considering they hadn't slept in almost twenty-four hours, they were all feeling wiped.

The lot decided to head to the base's sleeping quarters and catch up on some sleep. But as they did, Flash thought about Zs'Skayr's last words. As they echoed in his mind, he had a feeling he wasn't lying. Flash hadn't seen the last of that alien. And when he returned, Flash would need to be ready for whatever the alien threw at him.


Across town, Negatine was sitting in a cell in the local jail.

The man smirked as he sat there, looking like he didn't even care that he had been arrested. And in fact, that was exactly what he had wanted. For as he saw in his cell, his equipment was sitting in the evidence room doing its job.

Inside of it was a transmitter, which was currently allowing someone to hack into the police's secure database and acquire all the information that they needed. And once the information was acquired, Negatine would be free to leave. "Now," he smiled, "where are Viral and the rest of them being held?"

Author's Note:

Well, Zs'Skayr has been dealt with and Flash lost Ghostfreak. I know you hoped Flash would keep him, but this just felt right. It's not time for Ghostfreak to be a safe transformation yet. Anyway, hope you enjoyed the chapter and I look forward to the rest of the story.

PreviousChapters Next