• Published 8th Sep 2022
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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 13: Ten V Ten

Canterlot was in a state of panic.

The city had recently suffered a bunch of attacks, all perpetrated by nine dangerous criminals. The most common of these attacks were being carried out by the criminal known as Doddery, who was constantly flying around finding people to steal life force from in order to remain young. So far, twelve people had been sent to the hospital after she had drained them.

After her attacks, the next biggest targets were large tech companies. These criminals continued to attack these places and steal high tech equipment. The reasons they did this were unknown, but the people of Canterlot had had enough.

The streets were almost deserted, people too afraid to go outside. If something wasn't done soon, things were likely to only get worse.

Luckily, Flash Sentry and his friends had promised the people they would find and capture these criminals. That had gone a long way to quell everyone's fears. But promising to do something and actually pulling it off, were two very different things.

At the Plumber base, Azmuth and the human heroes were all staring at the computer as it showed several images of different devices and machines.

"Quite the collection they got themselves," Shining frowned as they stared at the different pieces of tech. "What the heck would they need all this stuff for?" That was what everyone else wanted to know, Azmuth humming as he tried to put them together.

"Maybe they're just stuff they need to make more of those weird weapons?" Pinkie asked. "Like that shield generator, or the phasing vest."

"Maybe," Twilight sighed. "But if they have bigger plans for all that stuff, there's no telling what kind of crazy weapon they plan on building. If it's something really powerful, Flash might not even be able to stop it."

Flash felt insulted by that statement. "If they're planning on building something to take me out, I'll just take them out before they can. I'll go Upgrade if I have to and take control of the device myself." The others nodded, thinking that could actually be a viable strategy. But first, they had to find the villains and whatever they were building.

"There's gotta be some way to figure out where they're hiding," Trixie frowned. Now that she knew Devious was working with these crooks, she was more determined than ever to find them.

Azmuth then snapped his fingers, "that's it!" They all turned to him, as he started typing away at the computer. "From what I can tell, there are three devices that can be built using the technology they've already stolen." The screen then started putting the pieces together to show a machine, only one part appeared to be missing. Then it rearranged them to create another machine, with another piece missing. It swapped them around and again and, low and behold, a piece was missing.

Twilight frowned as she saw each of these devices, seeing they were seriously dangerous in the wrong hands. "It looks like they're missing a piece from each one."

"Exactly," Azmuth nodded. "Which means we have an idea where they'll strike next. Each of these components isn't exactly easy to find or make, which means there are very few places that'll have them."

Shining typed the different parts into the computer and hummed. "Actually, there's only one place we can find each of them. And each one is in a different location."

"Then let's bring them all here," Flash stated. They all looked at him strangely. "The way I see it, we've got two options. Guard all three devices and be divided, or bring them here where we can all work together. We have no idea if or when they'll attack these spots, but if we bring them here we'll eliminate the if part."

Shining smirked, "now you're starting to think like a Plumber. Alright, we'll head out and get all three components at the same time." He turned to them. "Flash and I will lead one team, but the last team could be a problem. You guys don't count as Plumbers, so you won't have the authority to take the tech."

"Then we'll just keep it safe until you get there," Trixie stated. "It won't take you guys that long to get it. Just teleport it over here and rush over as soon as you can." Shining frowned, clearly not like such an idea. But what other choice did they have.

"Alright," he nodded, "let's get this done fast." They all nodded and headed for the exit, each of them hoping the crooks didn't show up before they could get their hands on the tech. Nine criminals against three or four of them weren't good odds, even if Flash, Shining or Trixie were apart of those teams. All they could do was work fast and pray things went their way.


Meanwhile, Shadow was busy working on his subatomic printer.

Typing away at the computer, he was beginning to print something. The lights inside the tube flashed as mechanical arms were pointing lasers at something they were creating. When the device was finally finished being printed, Shadow opened up the tube and took the new part out.

Over at the sides, Negatine and the rest of the criminals watched as he placed the new component into the machine. "So remind me why we had to steal all this stuff?" Dynamo asked, staring at a large number of boxes. "Your little toy could have made them all, so why did we risk getting caught to take them?"

"Because this device uses a lot of power," Shadow told him. "The more complex the part, the more energy is required to make it. If I attempted to use the printer to make all that, it would have basically been a signal flare to our enemies telling them where we are."

"Alright," Dragstar frowned, "but when are you even going to use these things? You've had them for days and you haven't used one of them to upgrade your device."

"Because those components aren't for this device," Shadow replied. HIs cohorts looked at him in shock, all wondering why they bothered stealing them when Shadow had no intention of using them. "They have a purpose. But for now, we need to focus on getting the subatomic printer working the way it should. And luckily, we're missing only one key ingredient."

"Which is?" Chrysalis asked, only for Shadow to show her a piece of paper. She took it and her eyes went wide. "You wanna use this? Do you have any idea how dangerous this is?"

"Yes," Shadow nodded, "which is why you're going to be very careful when you acquire it." They frowned, with even those who didn't know what the component did feeling a little anxious.

"Shadow," Negatine told him, "I don't think-"

"Don't think!" Shadow pointed at his chest, "obey." Negatine was shocked by this, as Shadow turned back to the device. "You all want Flash Sentry and his little friends taken care of. This device is the only means to do it. If you want to try and take him out yourself, feel free to try. However, you'll be doing it without my tech." He turned to them, "is that understood?"

They sighed, "understood."

"Good," Shadow smiled, "now you each have an assigned location. Go there and do what you must to get the device. Fail and you will not like the consequences." They nodded and all headed out, thinking their leader might have a few screws loose.

But given everything he had done for them so far, they could handle a small amount of lunacy. So long as it got them what they wanted. With Flash and his friends out of the picture, the world would be theirs for the taking.


A little while later, Flash drove up to the building that had the device they were there to collect.

Twilight, Fluttershy and Rarity were in the car with him, Flash pulling up to the building as the guard stepped up to him. All he needed was one look at Flash to know he should let the kids in, Flash driving into the parking lot and finding a space.

"You sure those guys are going to attack here?" Rarity asked, as Fluttershy shivered.

"I hope not. There are so many people here that could be injured. What if someone gets caught in the crossfire?"

"Don't worry," Twilight assured her. "We just have to get their permission and Azmuth can teleport the device. It'll take less than ten minutes." However, her words were soon proven false. For in that moment, a rain of blaster fire suddenly began to rain down upon them.

They all cried out as their instincts caused them to take cover, Fluttershy jumping next to Rarity as she put up a wall of shields.

They all looked up and saw Dynamo and Doddery, the pair flying down with Dynamo firing at them. "What do we do?" Flash answered by activating the Omnitrix and transforming.

"Gyrotor!" He roared, pointing his arms at the two and spinning all three around. The tornadoes this caused flew up towards the pair, both separating to avoid the attacks. But Gyrotor continued to blow them away, keeping them away from the building.

"Where are the others?" Fluttershy asked, expecting to see Dragstar and the other crooks attack them any moment. As she said that, Twilight took out her phone and called her brother.

"Shining, they're here!"

"Not just there!" Twilight raised an eyebrow at this.


At another building, Shining, Rainbow and Applejack found themselves under attack.

Animac and Dragstar both laughed, as Animac's mutants attacked them. These were a bunch of six legged lions, with snakes of a mane and a large blade on its tail. There were three of these and each of them was attacking Shining and the girls.

Shining was blasting at them with his Multi-Striker, whilst Applejack dodged the lion's claws before ducking under it and using her super strength to punch it. The force knocked it into the air and it crashed into the ground on its back, right where Rainbow's lion ran into after she sped away from it.

But as she skidded to a stop, she found Dragstar zooming past and slam into her. "GYAH!" She was sent flying, as Dragstar leapt out of his bike form. She hit the ground and as she let out a moan, Dragstar ran over in an attempt to blast her with the exhaust on his feet.

But she managed to roll out of the way, as Shining hit his lion in the eye. As it staggered back in pain, he changed his weapon to sword mode and ran forward to behead the many snakes that made it up. He then ducked under a tail blade attack before firing into the lion's open mouth.

The creature roared before falling to the ground, whilst the other two lions got ready to attack. "Any idea how Trixie's doing?" He asked his sister, who didn't answer for a second as she was a little preoccupied.

"No," she finally replied. "I'll see if I can get Sunset on voice chat. Wow!"


Twilight leapt back, as Dynamo finally managed to land.

The spikes on the back of his gauntlets extended and he tried to stab her with it, but Twilight managed to dodge it before Gyrotor blew him away. "Sunset, you there?"

"A little busy right now Twilight!" She heard a yelp and what appeared to be an explosion, making Twilight frown since she knew what that meant.


In the final location, Trixie, Pinkie and Sunset found themselves under attack as well.

Either through luck or determination, Devious and Chrysalis were there to cause them problems. "Raaaah!" Devious unleashed a blast of lightning, Trixie shielding herself from it using her Rapid Turtle shield. "Two birds, one stone. I'll get the component we're after and take your Medallions at the same time."

"You can try!" Trixie cried, "but it's not gonna happen!" Pinkie chose this moment to throw some sprinkles at them, but Chrysalis teleported them out of the way.

When they reappeared, Devious slammed his staff into the ground and created a bunch of ice statues. One was a giant serpentine dragon, whilst another was a giant ape and huge bear. The statues all charged at the three, Trixie gasping as she had to raise her shield to protect herself from being slashed by the bear's claws.

"Forgot he could do this." She slowed down time as the bear swiped at her again, allowing her to run around and slam her shield into the back of the bear as hard as she could. This caused the bear to slowly crack apart and when time resumed, it shattered to pieces.

She smirked, but in that moment the ape that had been punching at Sunset was warped behind her.

"Look out!" Sunset screamed, but Trixie was reeling from using her time powers and couldn't react in time. As such, the ape's fist slammed into her and knocked her flying. And before she could fall out of the web's borders, Chrysalis teleported her so she was flying towards them.

"GYAH!" Trixie was backhanded by Chrysalis' metal legs and knocked to the ground. She grunted at the impact and groaned, as Chrysalis smirked down at her.

Sunset expected Chrysalis to try and stab Trixie, or choke her in an attempt to take her power. But she didn't. She just watched, as Trixie rolled onto her front and picked herself up. "What's she doing?"


Back with Flash and his group, Doddery had managed to land and was now attacking the girls.

She slashed at them with her claws, wanting to drain away their life force. "You really have sunk to the lowest of the low!" Rarity told her, using a shield to block her claws. "I could forgive you before because you were corrupted by magic, but to endanger people of your own volition...you've truly become despicable."

"Oh be quiet!" Doddery leapt into the air, attempting to fly over the shield and drain her. "Youth is wasted on the young!" But before she could take flight, her wings were pulled backwards and she cried out as she was thrown away from Rarity.

Twilight glared at her, she and Fluttershy watching Doddery land from behind Rarity's shield. "Is this truly how you want to spend the rest of your life?" She asked, "as a wanted criminal?"

"Better a long life as a criminal, than a short one old and weak!" She flew at them again, but Rarity made a dome with her shields and was protecting them all.

Gyrotor had taken to the air to fight Dynamo, attempting to blow him away with his twisters.

But the armored man's booster allowed him to fly straight through the gale force winds, Dynamo attempting to stab him with his spike blade. Gyrotor quickly blew himself back so the attack missed, then pointed his spinning legs at Dynamo so that the tornado carrying him flew at the hunter.

Dynamo cried out as he was blown down towards the ground, landing there and staggering back.

Gyrotor then shot straight down, stopping his tornado to allow gravity to send him towards Dynamo. And as he did, he slammed his hand into the Omnitrix and transformed. "Lindwhirl!" He curled himself up and spun, picking up speed as Dynamo saw it coming.

At the last second, his booster fired and he was propelled out of the way.

Lindwhirl smashed into the ground with such force, it sent a shockwave the knocked everyone else backwards. Doddery smashed into the ground and rolled along it, as her gauntlet beeped to show she was getting close to reverting back to her old age. "I need to recharge." But Lindwhirl started rolling around the parking lot, trying to run her and Dynamo over.

She was forced to take to the air, not wanting to be flattened. And Dynamo also flew up, the armored figure firing lasers at the alien.

But Lindwhirl didn't feel a thing and flung himself upwards, tackling Dynamo before he could escape. "AUGH!"


Shining ducked under the lion's blade and quickly cut its tail off, making it roar in pain as several of its snake-heads tried to bite him.

But Shining was able to cut them off as Applejack ran over and slammed a fist into its side. This caused a cracking sound and the creature was sent flying backwards, crashing into the ground and no longer moving.

Rainbow and Dragstar were continuing to fight against one another, Dragstar throwing kicks in her direction as the exhaust flames flew out the bottom. Rainbow back-flipped to avoid the fire kicks, as Dragstar transformed into his bike form and shot forward.

Rainbow barely managed to avoid this, as Animac took out another monster ball and threw it. When he did, a creature that looked like a real life cerberus appeared and roared as it jumped towards Shining.

The Plumber quickly leapt back before taking something off his belt and throwing it at the creature, that something being a strange disk-like device that attached to the creatures chest before it started beeping. Moments later, the creature exploded and Shining could turn his focus on Animac.

The old man looked worried, quickly throwing out three more sphere and summoning a bunch of lion sized cats with elephant tusks and bird wings. But Shining and Applejack weren't worried.


Back with Trixie and the others, Devious' ice dragon was attempting to swallow Pinkie whole.

"You wanna chew on something?" She took out a cupcake, "chew on this!" She threw it into the statue's mouth and it swallowed it without a second's thought, only for the beast's head to suddenly shatter from the following explosion.

At the same time, Trixie was fighting against the ice ape and switched to her Luna Cat form.

She used her staff to deflect the fists and thrust it upwards, slamming into its chest and causing it to break apart. However, it was an easy task for Devious to create a trio of ice wolves to send at her. "And here I thought you were starting to improve with that thing."

Trixie looked confused by this, as she ducked under a wolf's claws. "What are you talking about?" She jumped up, but Chrysalis teleported her back down and she was suddenly pinned to the ground by a wolf.

"Don't you remember that fight we had a while back? When you sent that wave at us?" Trixie did remember, though at the time it had just been a desperate attack. She remembered how real the attack had been. "Well, I figured you would start making more tangible illusions. Your mother certainly put it to good use."

"Solid illusions?" Trixie asked, thinking about all the things she could create. But right now, she couldn't focus on that. She had to get this wolf off of her.

She morphed her staff back into the belt and swung it over at one of the wolves, wrapping it around its neck and pulling it away from Sunset. The beast was thrown towards the one holding her and knocked into it, pushing it off her and allowing Trixie to get up.

She then made her staff and thought about what could beat these creatures, then slammed it into the ground. "Fire Snake!" She thought hard and a giant snake made of our fire appeared, the creature hissing as it flew towards the wolves. But instead of melting them, it simply flew through the creatures without causing any damage.

"HA!" Devious laughed, "guess you don't have your mother's talent after all." Trixie glared at him, as the wolves attacked. But Pinkie threw a bunch of sprinkles at all three of them and the following explosion shattered them to pieces.

Sunset watched as Trixie charged, attempting to get in close, but Chrysalis warped her away before she could. She frowned at this and then thought about what Devious had said. If Trixie had pulled that whole solid illusion thing off, Devious would have been in trouble. Why bring it up, when all it would have done was make it harder for him to achieve his objective?

"Unless this is their objective," she realised. She tried to think, putting the pieces together. Why would they come there just to fight them? It had to be more than Devious' desire for Trixie's Medallions. It was in that moment Sunset realised something. "Wait a minute." She held up her phone, "who are you guys fighting over there?"

"Dynamo and Doddery," Twilight replied. "Why?"

"I'm facing Animac and Dragstar," Shining stated. "What's up?"

"Dynamo, Doddery, Animac, Dragstar, Devious and Chrysalis. That's only six. Where's the other three?" She looked over at Devious and saw him leap back to avoid Pinkie's cupcake, despite the fact he or Chrysalis could have easily put one of them into the blast. "Guys? By any chance, do the guys you're fighting look like they might be holding back?"


Twilight watched as Dynamo leapt into the air and fired his lasers, the blasts hitting the ground around Lindwhirl.

Doddery was also fighting in a way that made Twilight raise her eyebrow. Almost like she was overlooking big openings and making them expend more energy. "Now that you mention it, these guys don't seem to be giving it their all right now. Shining?"


On the other side of town, Shining watched as Dragstar zoomed around trying to be annoying. The way he was fighting didn't seem like he was trying to win, Animac and his beasts appearing to have the same MO.

"She's right. They're not here to win or take something. They're here...they're a distraction!"

"A distraction for what?" Twilight asked, Shining unsure what it could be. But he had a feeling it involved the three missing villains.


Across town, Viral, Negatine and the Hypnotist all laughed as the mind controlled CEO opened a vault.

Said vault was containing only one thing inside of it. A strange glass tube with a glowing blue rock inside, with lasers and other defences around the table it was on. The CEO pressed several buttons on the side panel and the lasers disengaged, allowing Negatine to step inside and take the tube.

"Careful with that," Viral told him. "Glanium is very dangerous. Too much movement and it'll explode." Negatine frowned as he handed the tube over to her.

"I've never even heard of this stuff," The Hypnotist stated.

"It's very rare. It's not even found on this planet. How this company got their hands on it, I'll never know." Viral smiled at the rock, "but it's a powerful fuel source. A single speck is enough to power an entire city for a week. Imagine what he would need an entire rock for."

"We can find out by getting it back to Shadow." Negatine turned to leave, using his device to create a pair of Ptera-Jets. The beasts blasted their way through the window before Negatine was picked up by one, the Hypnotist grabbed by the other and flown into the air.

Viral's body burst into lightning and flew off after them, Negatine activating a radio.

"We have the glanium."

"Good," Shadow replied, "I'll contact the others and tell them to get out of there."


Back in the battle, Lindwhirl slammed Dynamo into the ground as he groaned out.

He struggled against the giant creature, but the alien's strength was too much even for his mechanical suit. Luckily, he had other ways to escape. "Let me go, or else!"

"Or else what?" Lindwhirl asked, only for Dynamo's visor to grow darker. At the same time, a part of his helmet opened up and Lindwhirl suddenly found a bunch of very bright light exploding in his face. "GYAH!" He pulled back, forced to close his eyes as Dynamo knocked his claws away.

He then grabbed his hip blasters and started firing, the lasers pushing Lindwhirl away and allowing him to get up.

As he did, he got a message on his visor. "Perfect." He turned to Doddery, who was continuing to slash at Rarity's shield. "We're leaving!" The woman nodded before they both took to the air, Dynamo taking something out of his suit and throwing it down to the ground.

That something was a smoke bomb, which filled the air and blinded everyone. Lindwhirl, doubly blinded, swung his arms around to try and blow the smoke away. But by the time he and the girls could see, Dynamo and Doddery were gone.

"No!" He growled, transforming back to human whilst rubbing his eyes. "They got away!"

"I hope the others managed to get their opponents," Fluttershy frowned. Twilight checked her phone, asking how their fights went. And the answers weren't what they had hoped.


A few moments earlier.

"What?" Animac pressed his ear. "Alright." He pressed several buttons on his device and a new monster ball appeared, the old man throwing it at Shining.

The Plumber leapt back and as he did, he saw a chance and fired his blaster at Animac. The man leapt back, unaware that the attack had been to get something on him. As the monster ball appeared, it revealed a giant bird with an octopus head.

The winged creature unleashed a large cloud of black fog, which filled the air and blinded the girls. Shining's visor allowed him to see and he looked up to see the creature taking to the air, the Plumber pointing his weapon at it and firing an extra strong blast.

That blast hit the beast in the chest and made it scream out, as if fell to the ground.

Shining expected it to be carrying Animac and Dragstar. But when he reached it, the found neither of them were anywhere in sight. And as the cloud disappeared, he saw the two were nowhere to be seen.

"Don't tell me they drove away!" Rainbow cried, looking ready to run after them. But before she did, Shining stopped her.

"Let em go," he told her. "Trust me." The girls looked confused, wondering why Shining would give up this chance. But they knew he never did anything without a reason. They would have to trust him.


Trixie threw her shield at Chrysalis, but the woman teleported away and the girl quickly slowed down time before ducking.

Chrysalis' metal leg swung overhead and she spun around to kick her in the chest, knocking her backwards as the shield flew back over to Trixie. But as she did, Chrysalis' radio went off and she pressed her ear. "It work?" She smiled, "got it." She turned to Devious, the pair nodding at each other as Chrysalis teleported them away.

"Well, this has been fun." Devious unleashed a blast of lightning, Trixie leaping back to avoid it as Pinkie threw some cupcakes at them. "But we really need to be going." Chrysalis extended the size of the web and they both warped away, right before the cupcake exploded.

Trixie groaned at this, Sunset rushing over to her. "We don't have time to focus on them right now. The rest of their team must be up to something. The only reason they would have left is if they got what they were really after."

"I can't believe they tricked us," Pinkie cried. "I thought Azmuth said they needed this stuff for something."

"He's not gonna be happy they fooled him," Trixie gulped.


As it turned out, Azmuth was not upset about being tricked.

"We should have anticipated our opponents not going after any of those parts," he stated once everyone was back in the base. "It was a foolish oversight on my part. But beating ourselves up over it isn't going to help, so let's just focus on what they did end up stealing."

"Which is?" Flash asked, as Azmuth pressed a computer key and brought up a strange looking rock.

"Glanium. A highly powerful radioactive substance." Their eyes went wide at this, with only Twilight and Shining knowing about glanium. "It's also incredibly rare and does not exist on Earth. How it got here, I have no idea. What matters right now is stopping those fools before they can do anything with it. This substance is highly volatile."

"How volatile?" Flash asked.

Twilight gulped, "if it goes off it'll turn a good three quarters of the city into a giant crater. And the energy blast will flattened everything else for thirty miles."

"It's that dangerous and it was just sitting in some guy's vault?" Sunset asked, "why didn't the military take it or something?"

"A question left for another time," Azmuth told them. "Right now, we need to focus on locating them." He tried to think. "The glanium doesn't leave much of a radiation signature, but I think I can increase the sensors to pick it up. May take a while though."

"No need," Shining smirked as everyone turned to him. "Animac might have gotten away, but not before I managed to snag a tracer onto him."

"Really?" Flash asked, Shining nodded. "Awesome! They should be back at their base by now?"

"Yup. I've been following them on my badge since Animac got away. But we've gotta be careful. If they find the tracer, we could end up walking into a trap."

"Leave that to me," Azmuth told him. "Once we have the tracer's location, I'll scan the area and determine if there's anything there that might be used against you. And once we've confirmed the area is safe, I'll teleport you all in."

"Now that's a plan," Twilight smirked. "We should get ready." They nodded and began to make their preparations, whilst Azmuth tapped into the tracer and began to follow it. He watched as it entered an area of warehouses. The perfect place to hide and keep a bunch of technology.

As he did this, Azmuth couldn't help but think about the technology they had stolen.

He was sure they had plans for it. But what, was the question. He was sure at least some of the tech had been used to make whatever the glanium was powering, but which components was a mystery. And that meant he didn't know what pieces were left. It was all a guessing game at this point. The only hope to confirm what was being used, was for Azmuth to see what was being made.

Hopefully, whatever they were building wouldn't be ready before their attack.


Back at the warehouse, Shadow smiled as he placed the glanium inside the device.

The other crooks finally arrived at their base and stepped inside, most of them a little sore from the fight. "This better be worth it," Dynamo growled.

"Oh, it's worth it alright." Shadow moved over to a computer connected to the giant machine, which had a VR helmet connected to it through a bunch of wires. "You have no idea what this device is now capable of. Before, it could only create things using technology that exists in this universe. But now, we can create technology that doesn't exist here."

"Come again?" Dragstar asked, "I don't think I get that."

Shadow chuckled. "How many of you know about the multiverse theory?" Animac, Devious, Chrysalis and The Hypnotist raised a hand. "Well, the multiverse theory states that every time we have to make a decision, the world splits into two. One world where you make one decision and another where you make the exact opposite. And when someone needs to make another decision, the world splits again. Basically, there is an infinite number of universes."

"Okay?" Dynamo asked, "what does that have to do with us?"

"Our world is what it is due to the decisions we made. Imagine how different it would be if every decision ever made was reversed. Everything would be completely changed. And in that universe, they might have made technology we never would have thought of."

"Again, what does that have to do with us?" Dynamo asked, making Shadow sigh.

"This device has the ability to look into those other dimensions and scan the technology there. With it, we'll have power the likes of which no one has ever seen."

"I see," Devious smirked. "If they don't know what they're facing, they can't hope to defeat it."

"Exactly," Shadow nodded. "And I'm going to use it to find a more powerful version of the Omnitrix. There has to be one version of it, that does more than simply transform the user. Maybe there's one that fuses two aliens together, or gives the aliens a suit of armor. Once I find it, I'll scan it and use the printer to make one for me."

"And you'll be back to your former glory," Negatine smirked. "Better, even."

"Exactly," Shadow sat down and placed the helmet on his head. "The only issue will be finding one of them. With infinite universes to search through, it could take a normal person decades to find what I'm looking for. But since it's me, I've set the device to show me hundreds of different worlds at the same time."

"And you'll be able to process all that?" Chrysalis asked, making Shadow laugh.

"You're talking to the smartest human in the world. I could process more, but too many and I might miss a detail. Now, you lot need to wait until I find what I'm looking for." They nodded and looked ready to walk off. But as they did, Dragstar noticed something.

"Yow, doc. What the heck's that?" He pointed at Animac's boot and the man looked down to see the tracer on the back of it. His eyes went wide as he picked it up.

"A tracking device?" He growled and looked at the others, who all looked angry at him for not noticing. "Don't give me those looks. At least I have the excuse of it being on the opposite side of my eyes. Why didn't any of you see it before now?"

"It doesn't matter," Negatine stated. "What matters is they know where we are and they're probably heading here right now?"

Shadow sighed as he began to power up the machine. "Then I suggest you all get ready for a fight. You are to protect me and this machine until I've acquired the data I need. Fail and I won't bother freeing any of you again. Is that understood?" They all nodded and headed outside.

Once they were out of the warehouse, he activated the building's security system and deadlocked the doors. The only way anyone was getting, in was if they spent several minutes blasting the building with a laser. Which they wouldn't be able to do whilst being attacked by the others.

"Those idiots better not mess this up." With that, he activated the device and the machine began to cut into the dimensional fabric of the universe. The energy this required was great and the surrounding areas quickly found themselves in a black out.

Shadow watched as hundreds of images were being broadcasted into his head, showing him countless different universes. He quickly typed into the computer what he was searching for. Omnitrix or Omnitrix-like devices. And so, the information narrowed in on a specific item in each world. It was only a matter of time before he found what he was looking for.


Back in the base, everyone was preparing for what was likely to be the biggest battle any of them had ever faced.

Shining was doing maintenance on his Plumber gear, whilst Fluttershy and Sunset were practising with Plumber blasters they had been given. The others were all training their abilities. Pinkie was testing her aim, Rainbow was practising her high speed turns, Rarity was shielding herself from Pinkie's tennis balls, Applejack was lifting weights and Trixie was practising with her Sky Butterfly rapier.

Twilight was trying to come up with a battle plan, Azmuth beside her, determining the best ways to disable the villain's tech so they could finish them off quickly. As she did, she noticed Flash sitting in a corner looking down at the Omnitrix.

He stared at the device and was flipping through the many aliens he had at his disposal. He would need to be on his A-game if he wanted to beat those guys.

"You nervous?" He looked up at Twilight and Azmuth, giving them both a cocky grin.

"What do I have to be nervous about? I've got the most powerful device in the universe and almost every power under the sun. Those guys won't stand a chance." But as he said that, Azmuth threw something that hit him on the head. "OW!" He held the spot and was glad it wasn't anything too hard or sharp.

"Don't be an idiot," the galvin told him. "The Omnitrix might be the most powerful device in the universe, but it's still only a device. Something that can easily fail if not used correctly. It's only as powerful as its user and if you go into this fight thinking you're unstoppable, the only thing that's gonna happen is you'll find yourself in serious trouble.

Flash frowned, as Twilight sat down next to him. "Azmuth's right. Remember when you told me about how you met Tetrax. It wasn't the Omnitrix that beat those bounty hunters. It was you, using your brain. And now you're up against even stronger opponents. You need to be careful."

Flash sighed, "alright. I get it. I promise I'll be careful and think my actions through." Twilight nodded as everyone else completed their preparations. But as she stood up, Flash looked at her and the rest of them. He smiled at them, then at the Omnitrix.

He didn't need to worry about anything. He had his friends and the Omnitrix. Those criminals wouldn't stand a chance against him.

"Alright," Azmuth turned to them all, "I've scanned the area and have confirmed the glanium radiation there. Whatever they got it for, they're using it now. Which means you need to be extra careful when you're there."

"Got it," Shining nodded. "You find any traps?"

"No. Looks like the place is clear. Still, you'll need to be careful. They got the drop on us before." He typed away at the computer, activating the teleporter and setting it to that locations. "Are you all ready?" They nodded, Shining setting his Multi-Striker to blaster mode.

Flash activated the Omnitrix so it would be ready when he needed it. "Let's do this!"

"Alright. I'll teleport you to the tracer's general location. Good luck." They nodded and were surrounded by light, disappearing in the blink of an eye.


Back at the warehouse, a green flash filled the air outside the building.

When the light faded, the ten of them stood in front of the building with Shining preparing to look for the tracer. But he didn't need to look, since their targets were standing in front of them.

The nine criminals stood in front of the warehouse, Animac sitting atop a giant frog whilst Negatine had several Blaze Lynxes standing around him. "Expecting to take us by surprise?" Animac held something up before throwing it. The tracer hit the ground and smashed to pieces. "You didn't think we wouldn't notice that, did you?"

"Hey," Flash stepped forward, "you guys all decided on a life of crime. As far as I'm concerned, that choice makes you all complete idiots." The others nodded, Shining and the girls getting into a fighting stance. "And we're here to kick idiot butt." Flash slapped the Omnitrix and a green burst of light transformed him, "Diamondhead!" He pointed at them, "now where's all the tech you stole?"

They didn't answer, as Shining's visor picked something up. "There's a massive energy signature coming from that warehouse. Whatever they built's probably in there." They nodded, whilst the criminals frowned.

"Keep them away from the warehouse!" Devious cried before unleashing a blast of fire.

Rarity and Trixie looked ready to stop this, but Diamondhead leapt forward and created a crystal shield. The flames slammed into it and did nothing against it, Diamondhead smirking as the rest of his friends leapt into action.

The villains rushed ahead as well, all beginning their individual battles against the villains as Devious and Diamondhead kept fighting.

Shining saw the Blaze Lynxes rushing in to attack, but quickly shot them all in the head and destroyed them. At the same time, Negatine unleashed several Ptera-Jets and Shining started shooting them as well.

Dynamo took to the air and pulled out his hip blasters, planning to rain lasers down from the sky. But Sunset and Fluttershy had chosen to face him and fired their own weapons, forcing him to take evasive maneuvers to avoid them. One of Fluttershy's lasers managed to hit his wing, causing him to lose control and barely make a controlled landing.

"Give me your youth!" Doddery screamed, as she attempted to grab Rarity with her claws. But Rarity put up a shield to protect herself.

"Not this time!" Rarity cried, pushing the shield and Doddery back. The old woman leapt into the air, taking flight as Rarity started throwing more crystals at her.

At the same time, Applejack found a giant frog leaping on top of her. But before it could crush her, she caught it with all her strength.

Meanwhile, Pinkie found herself doing flips and cartwheels around the place. The reason, the Hypnotist was continuously firing his mind control disks at her. He fired some more, but she threw several cupcakes at the disks and they exploded on contact.

A pair of blurs then shot past the two, as Rainbow and Dragstar seemed to be racing against one another. Dragstar was speeding around with Rainbow running beside him, the two looking each other over before Dragstar tried to ram into Rainbow. But she pulled back and he missed, Rainbow appearing on his other side and tapping on the back of his helmet.

"Huh?" He looked at her, Rainbow smirking at him before speeding off faster than his suit could go. "No fair!"

Twilight found herself fighting off against Viral, the living computer program unleashing blasts of lightning at Twilight.

But she quickly defended herself, using crates and whatever else she could find. She then threw another crate at Viral, but she exploded into energy that the crate flew through without hurting her. This did not sit well with Twilight, as Viral reformed.

"Alright, how the heck is that even possible? I don't care that you're a living machine, converting matter into energy like that shouldn't be possible."

Viral laughed as she fired another blast of energy. "Just goes to show how much smarter our leader is compared to the rest of you. The fact he was able to do such a thing proves you're facing an intellect that is beyond your ken."

"Big talk," Twilight laughed. "You must really like him."

"I respect him," Viral stated. "And I owe him. He's the one who saved me after your friend almost destroyed me. And it's thanks to him that I have an actual body to enjoy the world with. I can eat, sleep, feel pain and even do activities some would think were...impossible for a machine like me." She smirked as Twilight realised what she was saying.

"Ew," she stated, "just...ew."

"Oh, grow up!" She unleashed a blast of lightning and Twilight summoned her wings, allowing her to fly into the air to avoid the attack.

As this was happening, Diamondhead and Trixie fought together against Devious and Chrysalis. The others had left Chrysalis' zone web, but they were all inside of it and fighting against each other.

Trixie flew up and dived towards Chrysalis, attempting to stab her with her sword. But Chrysalis teleported out of the way before thrusting her metal leg towards Trixie, only for the girl to spin around and deflect with her weapon. At the same time, Diamondhead slashed at Devious attempting to cut him to pieces.

But Devious was able to duck under the attacks and unleashed a blast of fire, only for Diamondhead to not feel a thing and quickly shot several crystals at him.

Chrysalis teleported him behind Diamondhead and the man unleashed a powerful gust of wind, attempting to blow Diamondhead away. But the alien's feet created a bunch of spikes that stuck into the ground. This kept him from being blown away and he quickly punched the ground.

Doing so caused a line of spikes to fly out of the ground and almost stab Devious, only for the madman to leap out of the way before unleashing a blast of ice.

The mini blizzard flew towards Diamondhead and caused ice to start forming around his body, but he managed to break his way through the ice and run towards Devious. But just as he was about to punch the man, Chrysalis caused Devious and Trixie to swap places and Trixie found herself stabbing Diamondhead's chest.

Her sword bent on contact and Diamondhead had to pull himself back, barely managing to keep from hitting her in the head. "WOW!" The pull back caused him to lose his footing and almost trip over, as Trixie turned to glare at the two.

"We need to take Chrysalis out before we do anything else."

"Right," Diamondhead nodded. "Time to whip out the new toys." Trixie nodded as her mask and Medallion transformed, turning pink followed by the rest of her body. Soon enough, she was in her Iron Serpent form and ready to kick some butt.

Chrysalis frowned at this, attempting to teleport Trixie to her before she could put up a shield. But Trixie was too fast and the pink dome appeared around her and Diamondhead. This blocked out her abilities and Devious couldn't blast his way through it, allowing Diamondhead to fire at the pair without needing to worry about being warped in front of his attack.

The two criminals were teleported out of the way, but both knew they had a stalemate. They wouldn't be able to hurt the pair so long as they were inside that dome.


Inside the warehouse, Shadow was continuing to search the multiverse.

He could hear the sounds of battle coming from outside, but he was too focused on his work. The device continued to show him images from other worlds, images of many different variants of the same thing. But they were all practically the same and lacked what he was looking for.

"Come on. There has to be one. Just one that decided to improve on the original. There's nothing wrong with trying to improve perfection. Show me something...anything." But then, he found something that caught his interest. "Oh...what's this?"

He watched as a hundred images flowed into his mind and he realised he had found what he was looking for.

"Yes," he smiled as he locked onto this universe, "that's what I need. It's brilliant." He started the scanning process, "Flash Sentry won't stand a chance against this." The scan happened over and over, taking in every detail of what he had found. "Now, to begin the crafting process."

The machine began to activate and inside the tube, a bunch of metal arms moved around and started unleashing sparks and other lights as something was slowly made. As the lasers hit the bottom of the tube, something slowly materialised inside it.

That something was a familiar-looking power core, which would fit perfectly into his de-powered Omnitrix. And when it was placed inside, not only would it restore his powers but it would give him even greater strength than Flash Sentry could possibly hope to match.

"Not long now," Shadow smirked as an explosion caught is attention. "Those idiots better not screw this up. Just keep them distracted for a little bit more. Do that and victory will be ours." He watched as more and more of the core was created. "Just a little more time."


Back outside, Shining slashed his way through the last Blaze Lynx and as Negatine was preparing to create more, the Plumber pointed his weapon at the man.

He fired a blast that hit him, but did nothing to hurt him. However, his tech suddenly found itself shutting down. "What?" He typed away at it, "what did you do?"

"EMP blast!" Shining rushed up, "not so tough without your gear!" He leapt up and rammed a foot into Negatine's chest, knocking him backwards until he crashed into the side of the warehouse. His head slammed against the wall and he found himself blacking out, the man sliding down to the ground and letting out a groan.

Shining then turned to see Dynamo, who was using the blades on his arms to slash at Fluttershy and Sunset. The girls dodged the attacks and tried firing at him, but he replied by firing his own blasters at them.

Shining quickly pointed his weapon at him and fired the EMP, hitting Dynamo in the back and causing his suit to shut down. "What?" He cried, only to suddenly find himself unable to lift the weight of his extremely heavy suit without the power assistance.

Sunset and Fluttershy smiled, both using their blasters to shoot off his hip blasters so he couldn't use them when the suit rebooted. The man cried out, as his legs gave out and he fell to the ground.

Pinkie was also getting her own over her opponent, ducking under a control disk before throwing some sprinkles at the ground. They exploded at his feet and he was knocked backwards, crying out as he staggered back. Pinkie then rushed forward and grabbed the launcher before he could recover.

"Yoink!" She pulled it off his arm and Periwinkle cried out, as she pointed it at himself and fired.

The control disk hit him in the chest and before he could do anything, it sent him into a blank state. Until the user gave a command, the victim's mind went completely blank like they were asleep. But since the victim and user wee the same, he was just a lifeless statue.

"There. Now you just stay there until we get the rest of your friends dealt with." One of said friends suddenly shot past her, Dragstar continuing to try and outrace Rainbow Dash.

But the speedster had him completely outclassed and as they continued to fly around, she noticed a long pipe and smirked at an idea. And before Dragstar could try and stop her, she grabbed the pipe and ran towards him. The next thing he knew, the pipe had been shoved into his wheel.

The next thing Dragstar knew, the wheel was locking and he was sent flying back wheel overhead and crashed into the ground. He rolled along the ground, his armor sparking as he skidded along the ground. Eventually, he crashed into the side of a container and groaned as he fell to the ground.

Rainbow smirked at this and rushed over to help the others, spotting Applejack and Rarity back to back.

The giant frog shot its tongue towards Applejack, as some kind of stinger extended from the end of it. Applejack cried out, as she ducked down and pulled Rarity down so she wouldn't be stung as well.

The tongue extended above them and the stinger hit Doddery's wing, making her cry out as she was sent out of control. Applejack then reached up and wrapped her arm around the tongue, Rarity looking grossed out as she did so, then spun on her heel to pull the frog around.

The giant amphibian was sent hurtling over to a now landing Doddery, slamming into her and knocking her to the ground. If she had been in her older form, that probably would have broken something.

Rarity then saw Animac preparing another monster and sent a gem shield at him, slamming into the man and pushing him backwards until he slammed into the side of a wall.

They and the others then turned to Twilight, Trixie and Diamondhead, Twilight appearing to be having the most trouble against Viral's abilities.

She landed on the ground, ducking under Viral's energy blast, whilst grabbing another crate and throwing it at her. But Viral's hand was surrounded by lightning and she used it to carve through the crater with a chop.

Shining rushed over to his sister and raised his gun. She might by partly organic now, but Viral still had mechanical parts. Which meant she was still vulnerable to an EMP.

However, Viral saw this and her body morphed into a bolt of lightning to shoot into the air. This protected her from the EMP, allowing her to shoot towards Shining. "Don't let her get inside your suit!" Twilight cried, Shining leaping to the side as Viral's bolt shot passed him.

When Viral tried again, Rarity put up a shield and the lightning bolt slammed into it. It then bounced off the shield and Viral reformed, as Rainbow flew up to her and body checked her.

Viral was sent sprawling to the ground as she felt herself beginning to run low on power. As such, she wasn't able to take electrical form as Shining pointed his weapon at her and fired. The next thing she knew, she he hit by the EMP and her body began to shut down.

Her brain was protected from damage, but her mechanical parts went dead as she fell to the ground.

Viral unconscious, everyone turned to see Devious and Chrysalis weren't do much better than their friends. As they were unable to get through Trixie's shield.

But Trixie couldn't keep the shield going forever and soon enough, the dome around them began to flicker.

"Ha!" Chrysalis laughed, "soon she'll be spent and a sitting duck!"

"I don't think so!" Diamondhead slammed his fists into the ground and created crystal spikes, which shot out in random spots around them. The villains had to leap around to avoid them, allowing Trixie to lower the shield whilst they were distracted.

Diamondhead then fired several projectiles at them and Devious defended with a wind blast, which struck the shards and knocked them backwards. Trixie put up a shield to keep the shards from hitting them and as it disappeared, she took out her serpent whip and swung it around.

It grabbed onto Chrysalis' leg and Trixie pulled her forward before she could retaliate, causing her to smash into the shield before Diamondhead slammed a fist into her chest. "AUGH!" She was knocked flying back, her web shattering as Devious unleashed a blast of lightning the second Trixie's shield went down.

However, Rarity protected them with her own magic and the lightning bolt bounced off a wall of gems. The second they disappeared, Shining fired his blaster and Devious was forced to propel himself into the air. But Rainbow shot up using her wings and was able to deal a power kick right to his chest.

Trixie used this opening to transform into her Mighty Bull form, then took her bell and slammed it into the ground. The sonic blast quickly followed and slammed into Devious, knocking him flying backwards and smashing into the sides of the building.

The others covered their ears to protect from the ringing, whilst Devious screamed as he was pinned against the wall. The force finally stopped and Devious fell to the ground, groaning as he lay there

Trixie panted and could hardly believe it. She had done it. Now she could take his Medallions before he recovered and he'd finally be out of her hair.

But before she could do that, clapping filled the air coming from the warehouse.

Everyone turn towards it, as someone stood in the now open doorway hidden from them by the darkness. "Impressive. But I figured you would defeat them. I hate to admit it, but your abilities are far greater than any ability I could bestow upon them. Well...almost."

"You're the guy that gave them this tech?" Diamondhead asked, the figure nodding. "Well you're gonna pay for all the problems they caused with it. Now get out here and show yourself." The figure didn't hesitate to step out of the dark building and into the light. And when he did, Diamondhead's eyes went wide seeing who it was that was walking towards him. "Shadow!"

The evil clone smirked, "well if it's isn't my less handsome twin. Long time no see."

"So," Shining frowned, "you were the one behind all of this. Guess we should have guessed. Galvin brains. Enough skill to create all those insane devices and upgrading everyone's tech."

"That's right," Shadow nodded. "I was able to give them everything they wanted. The tech and ability to take revenge on those that wronged them, whilst they acquired the technology I needed to take back what's rightfully mine." He reached into his pocket and took out what he had worked so hard to get his hands on.

"An Omnitrix Core!" Twilight cried, Shadow smiling. "So all this was to get back your powers?"

"Why not just do what Negatine did to make your Omnitrix last time?" Rainbow asked, as Shadow held up his coreless Omnitrix.

"This is no ordinary Omnitrix Core. The technology my new friends got me has allowed me to create a window into other realities. Canterlot is an interdimensional weak spot, where the fabric of reality is extraordinarily thin. Thanks to that, I was able to peer into other universe and see how things worked out in those universes."

Everyone was confused, wondering what the heck he was talking about. "In English?" Trixie asked.

"I searched many realities, saw many other individuals who had their own Omnitrix. Strangely enough, not one of those individuals was Flash Sentry. Many of them were variations of the same person, all with a different style of Omnitrix. I searched through many of them, expecting to find an Omnitrix with new powers and abilities that Flash Sentry had yet to discover or would ever have. And I found one."

Flash frowned, not liking the sound of that. "So what?"

"So...I scanned that universes device and used my subatomic printer to create an Omnitrix Core that held all the information on that device. And now, that power is mine." With that, he placed the core inside the Omnitrix and spun it around until it locked into place.

When it did, the core started glowing red whilst the rest of the device activated. And slowly, the Omnitrix began to glow before it reshaped itself. Everyone was shocked to see this, as Shadow's device grew larger and began to cover more of his arm.

When the light finally faded away, it revealed a large black gauntlet with white sections on the side. It covered almost his entire forearm, going from his wrist and stopping just before his elbow. The Omnitrix dial was where it had originally been on his arm, only now it was covered by a black band around it whilst the face-plate was red. Coming out the top and bottom of the dial were tubes, which glowed red with energy and ran around the device. Along the top of the gauntlet was a covering, which looked like it flicked upwards to reveal something.

Everyone stared at the strange new device on Shadow's arm, unable to believe what they were seeing. "What the heck is that?" Flash asked, as Shadow smirked.

"This, my friend, is the Ultimatrix. A far more powerful device than you lame old Omnitrix." He pressed the covering on the device and it flipped over, as the dial suddenly lit up. The covering was revealed to have been hiding some kind of touch-pad, whilst the dial's light flew up to reveal a holographic version of Bushwhacker.

Shadow used the touch-pad to flip through different aliens until he came across the one he wanted, then slapped the hologram down as the device unleashed a burst of red light.

That light blinded them all and when it faded away, everyone looked back to see Shadow had been replaced by Riot-Horn. He was almost exactly like Flash's Riot-Horn, only he was paler in colour, whilst his eyes and the dial were red.

"You see." He stood tall. "Not only am I able to become any Alien you can." He reached up to the dial on his chest. "But I can also evolve those creatures, into their Ultimate forms." He spun the sides of the dial and it suddenly popped forward, allowing Riot-Horn to push it back down.

When he did, the device unleashed a second burst of red light. This light flowed over him and changed his form as it did. He grew larger and he body became more bulky. When the light finally faded, it revealed his new form.

He was now twelve feet tall and covered head to toe in a green mechanical suit. The only part of his body that wasn't covered by the armor was his face, which was the mostly the same colour. A green metal stripe ran down his forehead and snout, ending at the tip of his nose where his horn should be.

However, his horn had been replaced by a round metal tube that was open at the end, whilst the smaller horn behind it was gone completely.

Parts of his body were black in colour, that being his round shoulders and elbows, along with the inner sections of his knee and his large mechanical hands. Two curved mechanical horns were sticking out of his body, originating on his waist just below his armpits and each ended in a hole on the tip. His back had a series of openings that looked like they ignited to act as thrusters, which could also be seen on the backs of his knees and on the bottoms of his feet when he took steps forward.

His fists suddenly extended forwards, as his arms lengthened before retracting back and firing forward again. The pair acted like a pair of pile drivers, ready to pulverise anything they punched. The Ultimatrix symbol remained on his chest, only now it had the four spikes sticking out the sides that dug into the main body.

Flash and everyone else was absolutely shocked by what they saw, as Shadow looked over his new body and smiled before turning to everyone. "Meet...ULTIMATE RIOT-HORN!"

Everyone was still in shock at the sight before them, unable to believe such a thing could be possible. And as the Ultimate Alien let out a roar, the thrusters on the back of his armor all fired and he was propelled forward. Flash and his friends didn't know what to make of this new development, only that they were in serious trouble.

Author's Note:

Well, many of you were wanting it and now it's here. The Ultimate Aliens have arrived. How will Flash handle this more powerful enemy? What will it take to defeat him? And what will it cost to be victorious? Only one way to find out. Stay tuned.

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