• 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 14: The Ultimate Opponent PT1

Flash Sentry and his friends were in shock at the sight before them, still trying to figure out what the heck they had just seen.

They had teleported to a warehouse in order to stop the nine criminals that had been terrorising the city, only to find their leader was none other than Shadow. And now, Shadow had somehow regained his abilities and upgraded them on top of that. In the blink of an eye, they were facing an entirely new species of alien.

The evolved Solarhino flew forward, using the thrusters built into the back of his new suit of armor. He shot towards Diamondhead and by the time the alien hero registered what was happening, it was too late.

Ultimate Riot-Horn reached him and smashed a fist right into him, slamming his chest hard enough that Diamondhead felt it crack. And as the impact of the punch vibrated through his body, the pile driver fist exploded forward and sent him rocketing backwards until he crashed into the building behind him.

"FLASH!" His friends all screamed, as Diamondhead smashed into the wall and broke right through it. And then he kept going, smashing through everything that had been inside the warehouse before breaking through the other wall on the other side.

If Flash had been any other alien, he probably would have broken every bone in his body.

He fell to the ground and skidded along it, finally coming to a stop and letting out a moan as he lay there. His brain was rattled and he could barely figure out what the heck had just happened. And he wasn't the only one.

His friends all stared at the hole, unable to believe that a single punch could do something like that. "No way," Trixie whispered, as Ultimate Riot-Horn turned towards them. A chuckle escaped his lips, as he brought his hand up and gave them a 'bring it' gesture. "Oh, it's on!" She raised her bell weapon and slammed it onto the ground.

The force of the attack unleashed a sonic blast that went right to the Ultimate Alien, slamming right into him. But as it did, the rockets on his back ignited and stopped him from being pushed back. He used his metal hands to cover his ears, blocking the sound from deafening him whilst the others rushed forward.

"He's vulnerable!" Applejack leapt at him and tried to throw a punch into his chest. But as she did, Ultimate Riot-Horn pointed his horn at the girl as the end suddenly lit up.

The others saw this as well and Rarity told Applejack to get back, the girl quickly stopping her assault and leaping back. As she did, Rarity put up a shield. But it wasn't fast enough.

A yellow laser exploded out of the horn and slammed into shield, shattering it and causing an explosion that sent Applejack flying backwards. She crashed into the ground and flinched, as the smoke from the explosion cleared to show U-R-H simply standing there.

Shining pointed his blaster at him and fired, the lasers bouncing off the metal. Sunset and Fluttershy fired as well, whilst Pinkie threw a cupcake at him. The attacks and explosions did nothing to him, the rhino chuckling as he raised his mechanical fist.

Twilight tried to grab him in her magic and whilst she was able to, the hold was practically useless. Whatever that armor was made out of, it was so heavy she couldn't lift it. And when Ultimate Riot-Horn realised what was happening, he struggled against it and his incredible strength was too much for Twilight to stop.

"RAAAAH!" He slammed his fist into the ground and made the pile driver arm extend for extra power, the impact unleashing a shockwave in all directions.

The wave slammed into them and knocked them flying, whilst also cracking any building it touched. This resulted in the damaged building Diamondhead had been sent through to collapse, whilst the one holding Shadow's machine survived thanks to the upgrades he had made to the building.

Shining and the girls all moaned as they laid on the ground, feeling like a brick wall had just slammed into them at twenty miles an hour.

Ultimate Riot-Horn laughed at how easily he had managed to defeat them, only to notice a green flash behind him. He spun around and looked towards the collapsed building, as Riot-Horn leapt over it and let out a mighty roar.

He encased his fist in the orbular covering as he fell towards his evolved form, making U-R-H sigh as he pulled his fist back. "Pointless!" He threw his punch and met Riot-Horn's head on, the two fists colliding with another, shockwave following.

Riot-Horn gasped as he felt the covering on his fist break apart, his fist soon hitting the metal one and great pain following.

"GYAH!" He fell to the ground and clutched his hand, unsure if it was broken or not. He glared up at U-R-H and looked around, seeing all his friends down for the count.

He rushed forward, throwing another punch in Ultimate Riot-Horn's direction. U-R-H blocked with his metal arm and as he did, his horn began to light up before he fired a laser that slammed into Riot-Horn. The un-evolved alien roared as he was blasted back and hit the ground, as Ultimate Riot-Horn marched forward.

"Don't you see? I'm the evolved version of that alien. You really think it can beat something that was specifically designed to be better than it in every way?"

Riot-Horn sat up and glared at him, then hit the Omnitrix to transform. "Yak-Smasher!" The Equestrian Alien leapt to his hooves and charged forward, his muscle hair wrapping around his body as he tackled the armored rhino.

And whilst this did seem to knock Ultimate Riot-Horn back, his thrusters soon ignited and he was able to overpower Yak-Smasher. The hybrid alien thrust his hooves into the ground, attempting to stop himself from being pushed back, but it was completely useless.

'He's...so strong!' Ultimate Riot-Horn then reached down and grabbed Yak-Smasher by the horn, making him cry out as he was pulled off of him. He was then swung around and smashed into the ground several times, making him cry out as his body was rocked again and again.

Flash's friends were starting to come around, the lot picking themselves up and hearing his cries. And as they looked up, they saw Yak-Smasher slam the Omnitrix and transform as Ultimate Riot-Horn swung him upwards.

Lindwhirl appeared in the air, the Ultimate Alien losing his grip on him as he was thrown into the air. He then curled himself up and span down towards U-R-H, picking up speed and intending on doing serious damage. But the alien simply laughed and with a single backhand, Lindwhirl was sent flying and roared in pain until he smashed into another building.

"FLASH!" Everyone cried, forcing themselves up and rushing over to him.

Lindwhirl growled, as he pulled himself out of the hole and dragged himself along the ground. He panted, feeling pretty badly beaten. And Ultimate Riot-Horn hadn't even broken a sweat.

As the others reached him, the Omnitrix beeped and he transformed back to human. Shining had to catch him, as he fell forward. "You're okay," he told him.

"So strong," Flash groaned.

"Now do you understand?" Ultimate Riot-Horn chuckled. "I'm invincible. Nothing you do will allow you to defeat me."

"Maybe not on his own," Trixie stated. "But he's not on his own." The others nodded and got into a fighting stance, whilst U-R-H laughed.

"But neither am I." And sure enough, it was in that moment that the rest of his criminal friends began to pick themselves up. Devious and Chrysalis were the first, Trixie gasping as she realised she had lost her chance to get the Medallions back, with Animac and Doddery following.

The effect of the EMP had worn off, allowing Viral and Dynamo to pick themselves up. Negatine's equipment had also rebooted, as he picked himself up. Dragstar and the Hypnotist soon followed suit and they all stood on either side of Ultimate Riot-Horn, as the alien smiled at them.

"Flash Sentry. You and your friends have been a thorn in our side for a long time. But now...now you face a force you can't possibly defeat." He raised his arms high. "Behold, the Negative Ten!"

Shining and the girls all felt a cold shiver run down their spines, as they looked at ten of the greatest threats they had ever faced. Flash also felt a bit of intimidation, but he tried to play it cool. "Only ten, huh? What happen? Vilgax and Tirek have Knicks tickets?"

"Laugh all you want," Ultimate Riot-Horn told him. "But as you've seen, my new Ultimate Power has made me more than a match for you. And with my new friends here my victory is almost certainly guaranteed."

Twilight glared at him. "Your new powers might have taken us by surprise, but we know it has to have a weakness."

"Maybe it does" he chuckled. "Too bad none of you will be around to figure it out." As he said that, the horns sticking out of his chest began to glow as they powered up. Flash and his friends all gasp, knowing he was likely going to unleash a powerful blast.

Trixie changed to her Iron Serpent form and put a shield around them, Rarity covering that with as many crystal layers as she could make. They could only hope that it was enough, as the tips of Riot-Horn's chest horn exploded with twin beams of energy.

Those beams collided into one super powered blast. It shot towards the barrier and smashed into it, shattering the first layer and quickly making short work of the other ones.

The heroes gasped and all braced themselves, praying that the barrier had at least weakened the blast enough so that they would survive. But just as Rarity's last barrier broke and Trixie's was stuck, they were all surrounded by a green light.

The Negative Ten shielded their eyes from the light explosion, which blinded them for a moment. When the light faded, they saw that the building had an entire section of itself missing. It had been vaporised by the blast, with not even dust remaining after it.

Negatine laughed. "You vaporised them!" They all smirked, but Ultimate Riot-Horn shook his head as he reverted back to human.

"No. They escaped." This surprised the Negative Ten, Shadow stepping forward and looking at the spot his foes had previously been. "Run whilst you can. You'll soon find that there's nowhere you can hide from me."


Over at the Plumber Base, Flash, Shining and the girls were all in the base's medical room.

Mechanical arms were sending out scanning beams that spread across their bodies, detecting any injury that had been caused by the fight. When it detected said injury, another arm fired a laser or a spray on the wound that fixed it up. However, no medical treatment the room could perform would heal the damage done to their pride.

"I can't believe he beat us so easily," Rainbow glared as she sat on a bed being scanned. "We totally kicked his cronies' butts, but then he shows up and we're the ones getting beat."

"Shadow is just as strong as Flash," Rarity pointed out. "Even stronger now that he has that upgraded Omnitrix."

Shining sighed. "And as much as I hate to admit it, he's smarter than Flash thanks to his galvin brain. Both brains and brawn together make a pretty dangerous combo." A loud banging sound made them all jump, the group turning to Flash who was sitting on a bed and had just slammed his fist into the wall. "I get you're angry! We'd all be if something like that happened. But you gotta calm down."

Flash sighed, taking a deep breath and slowly letting it out. "You're right," he nodded. "I can't go losing my cool. Beating Shadow's gonna need a clear head."

His friends smiled, glad he wasn't letting his frustrations win. That wouldn't help anybody.

"So what do we do?" Fluttershy asked. "You saw what happened. Flash's aliens didn't stand a chance against Shadow's Ultimate Alien."

"I might not be able to out muscle Shadow," Flash stated. "But there are other ways to fight than just strength." They nodded, knowing he was right. "It's just like when I fought against Iron Will. I'll hit him with sneak attacks or melt his armor with Goop."

"But couldn't he just switch to another alien?" Applejack asked. "Iron Will only had strength Shadow has all your aliens and can probably level em up like he did to Riot-Horn." Flash frowned, knowing she was right. He had to find a way to take the Ultimatrix out of the equation.

"I think I might have the answer to that." They all looked over and saw Azmuth stepping into the room.

"Thanks for the save," Shining told him. Shining had thought they were done for until Azmuth teleported them into the medical bay. "So what's the plan? You gonna give Flash the same ability?"

"Are you insane?" Azmuth asked. "I don't know what universe he got that thing from, but it was clearly a universe where I'm a complete idiot. Messing with the natural order of things is just begging for trouble."

"So that's a no on giving me an Ultimatrix?" Flash asked, as Azmuth leapt up onto the bed.

"You don't need an Ultimatrix to defeat him," he stated. "The aliens you have should be more than enough. But just in case they aren't..." He reached into his pocket and took something out. A strange looking wand with a green light on the end of it.

He handed it to Flash and the teen looked it over. "What the heck is this?"

"A fail safe I designed for the Omnitrix," Azmuth explained. "There's a reason I'm called the first thinker on my home world. When I built the Omnitrix, I knew all too well that there was a chance some psychopath might get their hands on it and use it for unspeakable things. So I made sure that if that ever happened, I could disable the Omnitrix before they did any serious damage with it."

"Huh," Flash held it in his hands. "And you think this might be able to shut off Shadow's Ultimatrix?"

"I don't see why it shouldn't," Azmuth nodded. "From what I can tell, that device is simply an Omnitrix with a few extra features. All you have to do is get within a few feet of Shadow and point this at the Ultimatrix. Even if he's transformed, the fail-safe should deactivate it."

"I hope you're right," Flash nodded. "Shadow and his goons aren't gonna just sit around twiddling their thumbs. They're probably out there right now, causing undo mayhem and anarchy."


Back at the warehouse, the criminals were sitting around with Animac twiddling his thumbs.

They were watching as Shadow scanned his new Ultimatrix, the Subatomic Printer beeping and buzzing as it did so. "What are we waiting for?" Dynamo leapt up. "You have that thing, so why aren't we going out and showing the world we're in charge?"

"I'm making sure there are no flaws in the creation," Shadow told him. "The Subatomic Printer managed to make this core, but given what was happening at the time it was kind of a rushed job. I need to be sure using it won't cause any side effects. Had you been able to do your job, I wouldn't have had to rush the creation."

Dynamo glared at him. "There's only so much the great Dynamo Danger can do with the technology you gave me. Maybe if you had designed it to withstand an EMP, I wouldn't have been made helpless." Shadow turned and slowly gave him a glare, showing Dynamo he was toeing a very dangerous line. "Whatever." He turned away, as Dragstar moved over to Shadow.

"I know you're a little busy," he told him. "But I was wondering if I might be able to get an upgrade of some kind."

"What kind of upgrade?"

"Some kind of weapon. I love how fast this suit can make me go, but the only thing I can do is crash into people and blast them with my exhaust feet. Against a normal person, that's fine. But that rainbow haired girl was able to move even faster than me."

Shadow hummed, but nodded. "Very well. I'll start working on it as soon as I'm finished with my maintenance. As for the rest of you..." The Negative Ten all looked expectantly, "go have some fun. Flash Sentry and his friends will likely be unable to stop you at the moment. And if they do show up, they'll be in no fit shape to stop you."

"I like the sound of that," Animac laughed at this. "Either we take them down, or make the city think they've abandoned it. We win no matter what." The villains all cheered as they rushed out of the room, whilst Shadow continued to study his Ultimatrix.

As he did, it brought up something that made him sigh. "I'll need to be careful with that." As he worked, he couldn't help but wonder what Flash would do when his minions started causing havoc. Would he force himself to fight despite being in no fit state, or let the city suffer in order to keep himself safe?

He had a feeling he knew the answer, but also knew his friends would likely intervene.


Currently, Flash was still in the medical bay.

Everyone else had already left, having only received minor injuries that had been easy to fix. Flash's body wasn't that badly hurt, but still damaged enough to force him to stay behind, whilst the others prepared for their next run in with the Negative Ten.

As Flash lay there, letting the machines do their thing, he thought about his last battle and what Shadow could turn into.

He hoped Shadow would only stick with Ultimate Riot-Horn, it's strength and his mind being a deadly combination, but knew there was a good chance he could evolve something else. And as much as Azmuth told him such a thing was unnatural, he couldn't help but be curious about what some of his other aliens would look like super evolved.

He imagined a Volt-Edge with wings and a rail gun for an arm, or XLR8 with some kind of rocket on his back. A part of him wondered if any of his aliens would just get a recolour and that was it, but knew something like that couldn't be considered an Ultimate Alien.

He sighed as he lay on his back and the arms finally announced he was back to fighting fitness, one arm even holding out a lollipop for being such a good boy. Flash got up and after grabbing his hoodie, he headed out the room.


The City of Canterlot was mostly empty, the people staying inside hoping to escape getting drawn into the crimes of those rampaging criminals.

But some people had left the safety of their homes and ventured into the city. Some who had no choice, either needing to attend an important meeting or stock up on food, whilst others who refused to let a bunch of nutcases stop them from living their lives.

But these people would soon come to regret this, as the Negative Ten were on a rampage.

"YEHAAA!" Negatine cheered, as one of his Ptera-Jets flew him over the city. Animac was also flying through the air, atop a large bat with a lizard's head and a shark's tail.

Negatine's mechanical pterodactyl launched several missiles at the buildings around them, whilst Animac simply started dropping the monster balls down onto the streets. Soon enough, all manner of strange creatures were running around the place and causing mayhem and mass panic.

"I love this job!" The mad scientist announced, as he thought about the Subatomic Printer.

He had to admit, he was interested in it's abilities. If it could really see into other universes, then there was no telling what kind of things he could see through it. A world where lizards evolved into humanoid instead of apes, or a world where dinosaurs never went extinct. Who knows what amazing things were waiting for him, just beyond the veil or reality.

"We've got a live one!" He heard Negatine cry, making Animac look down and see a man on a motorcycle trying to outrun them.

Animac smirked as he patted the creature he was on's head. "Do it, my pet." The lizard, bat, shark hybrid flew down and as it did, it spat something out of its mouth. A strange white goo, which slammed into the man's back.

"Augh!" He was knocked off his bike and sent flying. But as soon as he collided with the ground, the white goo stopped him and hardened like concrete.

Animac laughed as he took out his radio. "Doddery, I've got another one for you. Hope you're not full yet."

"Never," she replied before they both laughed.


In another part of the city, a cop car was rolling through the streets looking out for any sign of the villains.

As they pulled up to a red light, they heard a revving and saw Dragstar zoom past through the red light and above the speed limit. "HEY!" The driver put his blues and two on before chasing after him, making Dragstar laugh.

"Now this is gonna be fun!" He raced through the city, the cops doing their best to keep up with little success. "Hey, Dynamo. Mind making things a little more interesting?"

"Sure," Dynamo replied as he flew overhead. "I'll have a little something waiting for you on the highway overpass." Dragstar laughed as he raced up towards the raised road with, cruiser right behind him. And when they got onto the highway, Dynamo flew overhead and used his hip blasters to fire at the road.

The bridge was broken apart and crumbled, creating a good ten meter gap that they were heading towards.

Dragstar laughed as he pushed his bike form to the max, his feet unleashing a blast of fire that propelled himself forwards. A section of the bridge was pointing upwards, making the perfect ramp for him to race off of.

The cop driving wanted to try and jump. But once he saw how wide the gap was, he knew he didn't stand a chance and hit the breaks. The cruiser skidded to a stop, but not before the front went over the edge. Both cops cried out as they did their best to lean back, keeping the car's wheels on the ground.

As this was happening, Dragstar flew through the air and it looked like he wasn't going to made it.

But at the last moment, he changed back to his humanoid form and his exhausts were pointed downwards. This gave him one final boost and sent him up into the air and above the bridge. He transformed back into bike mode and landed perfectly, the speed freak racing down the rest of the highway whilst the cops reversed back onto the other side.


In another part of the city, Viral was racing through the electrical system.

Eventually, she arrived at the location she had wanted to go to since getting a human body. Micro Chip's house. She shot out of the power line and materialised in front of the building, the cyborg rushing into the building and looking around. "Micro!" She called out, expecting him to be home. But as she looked around, the place was completely deserted. "Micro?"

She searched through the house and found Micro's room was lacking his computer, clothes and anything else one would need to live. The same was true for his parent's place.

"Don't tell me he left." She was unaware that since her return, Micro and his parents had gone to live with relatives in another country. They probably would have been back already, had she not escaped from prison so quickly. "Micro?" She let out a frustrated scream and unleashed a blast of lightning that destroyed everything around her.


In yet another part of the city, Devious and Chrysalis stood atop a building looking out at Canterlot.

"Shadow told us to have some fun," Chrysalis stated. "So why are we just sitting here, doing nothing?" Devious frowned at her and focused out on the city once again.

"Shadow's new powers have me worried. Had he succeeded in destroying those fools before, he might have destroyed the Medallions as well. We can't allow that to happen."

"Are you thinking of betraying him?"

"We were always planning on betraying him," Devious laughed. "But we need to be careful how we do it. He is quite powerful now. Our best chance will be a sneak attack. But until then, we'll use him to the best of our abilities. Hopefully, he'll find a way to located the rest of the Medallions for us. Once he does, he'll take him out whilst he sleeps."

Chrysalis sighed, knowing Devious could be a scheming little man. She couldn't help but fear that one day, he would decide to dispose of her the same way.

At that moment their radios went off and they both answered. "Shadow here," their leader announced. "it's time to take things to the next stage. Meet me at these coordinates." Chrysalis took out her phone as the location came up. When she saw where it was, her eyes went wide.

"Wait...but this is..."


Shadow stared at the compound in front of him.

He knew Flash and his friends were in there, having once again hacked into their security systems and seen everything that had been going on in there. Flash Sentry was back to full health, but that would soon change.

A revving made him look turn to see Dragstar, racing down the street and eventually transforming to human mode. "Hey!" He waved, "so what are we doing here?"

"The next stage of our plan requires some very special equipment," Shadow explained. "And we're only gonna be able to get it...in there." Dragstar looked shocked, as Dynamo and Doddery arrived. "We're taking that base and making it ours. Once it's under our control, we'll have everything we need to complete our plan."

"But that's Sentry's base?" Doddery asked, "how are we supposed to take it over?"

Shadow laughed, as Animac and Negatine arrived. "They might have alien technology, but I have an alien brain. They can't keep it from me. Besides, we have some pretty impressive tech as well. Speaking of which." He turned to Dragstar and pointed at a nearby wall.

Dragstar looked over at it and saw something leaning against it, wrapped in cloth.

He moved over and unwrapped it, amazed when he saw a single edged sword with a single long gun barrel going up the front end. He grabbed the handle and gave it a few good swings, liking the feel of it, then held it like a rifle and blasted a hole in the side of the building.

"Well?"

"It's beautiful."

"Good. Then put it to good use." The rest of the Negative Ten had arrived and Shadow pointed at the gate, Dragstar smiling as he stepped forward. This was gonna be fun.


Inside the Plumber Base, Flash had arrived in the main control room to the sound of many alarms and sirens.

He looked over and saw Shining, Trixie and Azmuth standing at the main computer. The screen showed many different windows, all showing the Negative Ten causing havoc throughout the city. "What the heck?" He rushed up and saw the chaos they were making, Shining and Trixie looking just as angry as he was. "We've gotta stop them."

"Are you sure you're up for this?" Azmuth asked. "Your injuries might have been healed, but you might not be prepared to face Shadow again."

"I can't just sit around and do nothing," Flash told him. "The city's put its trust in me to keep it safe and I've let them down long enough." He turned to see nine of the ten criminals and nodded. "Shadow's gonna be tough to beat, but he won't be so tough if we take out some of his lackeys first."

"I'm with you there," Shining nodded. "Whilst they're separated, we can hit em and lock them away before Shadow can show up."

Trixie agreed. "Getting those guys off the street would definitely be doing this city a favour. And I've gotta make up for missing my chance to get Devious' Medallions."

"Just be careful," Azmuth told him. "Even on their own, these criminals are strong. It won't be easy for the three of you to defeat them."

"They won't be on their own," they heard Sunset announce before looking around. There they saw the Rainbooms, all kitted out in Plumber gear.

Twilight, Sunset, Pinkie, Fluttershy and Rarity were holding blasters, with Fluttershy also having a small shield generator on her arm, whilst Rainbow had a pair of laser short swords and Applejack had an energy mace.

"Wow," Flash was surprised, "you girls are packing some serious heat."

"Of course," Twilight smirked as she cocked the blaster. "Our magic did barely anything against Shadow's Ultimate Alien. If we're gonna take him down, we're gonna need all the firepower we can get."

"Plus," Rainbow flipped her sword in the air, "it gives us the excuse to use these awesome toys." Shining looked ready to tell them those weren't toys, only for an alarm to fill the air.

They turned towards the computer, as it changed to show the front gate of the compound being blasted off its hinges by Dragstar and his new gun blaster.

He stepped through, the remaining members of the Negative Ten following him in.

"Here they come," Shining sighed. "Last chance for everyone to back out and escape." But none of them spoke up, all knowing that they couldn't let those criminals continue to do this. "Alright. Then let's do this!" He, Flash and Trixie stepped forward, whilst the rest of the Rainbooms prepared themselves.

They all summoned their magic and prepared their weapons, knowing they would need every advantage they could get in this fight. Flash activated the Omnitrix and dialled through his aliens, whilst Trixie put on her Iron Serpent mask and Shining dawned his helmet. Flash then transformed into Dragoon. The three looked at one another and nodded, as the computer showed the ten enter the building.


Upstairs, Shadow was using a computer to scan the building and find what he was looking for.

"Ahh," he smiled as they stepped up to an elevator. "There it is." He typed away at it and the elevator opened, revealing the teleporter leading down into the base. He stepped inside along with Devious, Viral and Chrysalis, the four warping down and find themselves inside the main base.

They stepped forward and spotted Dragoon and his friends standing in a line, the four standing in their own line as the rest of his team arrived. "Nowhere left to hide, heroes!"

Dragoon smirked. "Who's hiding, losers? Bring it on!" Shadow smirked at this and took out a device, which he pointed at the ceiling and activated. Doing so caused a laser to fly out and as soon as it struck the metal, the entire base lost all power. "What the heck?"

"Ha!" Shadow laughed. "I hacked into your system ages ago. And built my own backdoor to allow me to switch off any system I want. Including your self defence systems."

"That's not good," Pinkie gulped as Shadow activated the Ultimatrix and cycled through his aliens.

"I'll try and get the defence systems back online," Azmuth told them. "Keep them busy whilst I work. They nodded, as Riot-Horn appeared before the alien rhino slammed the badge on his chest and transformed again. Soon, Ultimate Riot-Horn stood tall and let out a roar as his mechanical body powered up.

The two groups of ten stared one another down, many feeling this was like an old western. "This is it!" Ultimate Riot-Horn roared. "This is where things end!" With that, he shot forward and held up his fist.

Dragoon took to the air and flew at his opponent as well, the pair charging at one another with Dragoon unleashing a blast of fire right at the rhino.

But U-R-H came to a stop and thrust his fist forward, the pile driver wrists extending. The impact into the air created a bullet of wind, which struck the fire and dispelled it whilst continuing towards Dragoon. The fire breather gasped as the wind slammed into him and he was knocked backwards, slamming into the ground whilst the rest of the Negative Ten charged as well.

Flash's friends rushed into action and all began to do battle against an opponent.

Trixie and Shining fought against Devious and Chrysalis, the magical members of the group keeping Shining at bay so he couldn't blast any of them with an EMP. Twilight found herself up against Negatine, who created a bunch of Flame Lynxes to attack. Pinkie was in a similar situation against Animac, who had created a bunch of alligator sized lizards with razor blades sticking out of their backs and legs.

The Hypnotist tried to fire his control disks at them all, but Rarity used her magic to stop them and threw several gems at him. Applejack found herself up against Dynamo, swinging her mace around whilst dodging Dynamo's own blades and blaster fire. Rainbow was once again fighting against Dragstar, running around shooting her blaster at him as he zipped around in bike form.

Fluttershy found herself going up against Doddery, the woman flying around and attempting to steal her life force. Luckily, Fluttershy had an energy shield to block the claws and blasted at Doddery whenever she got close. Sunset was also in a shoot off against Viral, the living computer program throwing lightning at her the best she could.

Sunset leapt away from and electrical attack and pointed her blaster at Viral, firing and hitting her in the shoulder with one of them. "Gyah!" She cried, staggering back. Sunset smirked and fired again, but Viral burst into energy and shot through the air.

As this was happening, Dragoon picked himself up and found U-R-H charging towards him. The evolved alien snorted as he moved closer, Dragoon bringing out his claws. If his fire wouldn't work, then he would slash at him until he broke through that ugly green shell.

As U-R-H got close, Dragoon ran forward before leaping to the ground and sliding along the metal surface.

This allowed him to fly under the alien's legs and get behind him. He then leapt up and onto Riot-Horn's back, the flames of the alien's thrusters not hurting him at all as he started slashing at it. But his claws did nothing against the metal plating, the only result of the attacks being sparks coming off the metal.

"Seriously?" U-R-H laughed as he started spinning around, "you think such a puny alien can get through this armor?" Dragoon finally lost his hold on the metal and was sent flying, crashing into the wall as the Ultimate Alien turned to him. "Your pathetic aliens can't hold a candle to my hyper evolved beasts." His horn fired a laser at him and Dragoon barely managed to pull himself out of the way in time.

The blast struck the wall and melted right through it, U-R-H stopping the laser as Dragoon flew around him. "Every alien has a weakness. And I'm gonna find yours!" He launched several fireballs at him and Riot-Horn's movements were so slow, he couldn't move in time to avoid them.

But with every fireball's impact, the evolved Solarhino simply stood there and took it. The flames and explosion did nothing to him. "Don't you understand?" He asked before raising his fist, "I'M INVINCIBLE!" He slammed his fist into the ground so hard, the whole floor shook whilst a shockwave was sent out in all directions.

Dragoon took the brunt of it and was blasted backwards, whilst the others were all knocked off their feet or out of the sky.

"Gyah!" Dynamo slammed into the ground, moaning. "Watch it!" They all turned to Ultimate Riot-Horn, as he pulled his fist out of the now dented ground.

He began to make his way over to Dragoon, who rolled onto his back and groaned. "I'm an Ultimate Alien," he stated. "Which means I'm the most powerful thing that's ever existed in the universe."

Dragoon glared at him, "I bet there are still stronger aliens out there."

"Maybe there are," he nodded. "And if they ever appear, I'll simply scan them into my Ultimatrix and become an Ultimate version of them. That's just how powerful I am." As he said that, the horn on his chest began to power up. But before he could fire, Dragoon hit the Omnitrix and transformed.

"Kagenobi!" The shadow ninja melted into the floor, as the horn cannons fired and struck the spot he had been.

Once again, the floor shook as the spot that had been hit melted. But Kagenobi had escaped and was flying towards U-R-H. When he reached it, the Ultimate Alien found himself stand on a giant puddle and began to melt into the ground. "Let's see if an Ultimate Alien doesn't need to breath!"

"Nice try!" Riot-Horn's thrusters exploded and he was propelled upwards, Kagenobi roaring at the heat of the flames. U-R-H then spun around in the air and fired a laser from his nose, which shot down towards the shadow and exploded.

"GYAH!" Kagenobi was thrown out of the shadow vortex, which quickly vanished, and hit the ground. Ultimate Riot-Horn then fell to the ground and when he landed, the impact once again shook the room and dented the metal flooring. He stared at Kagenobi, the alien slowly picking himself up but looking a little shaky.

The others weren't doing much better either, Shining and Trixie's fight against Devious and Chrysalis going about as one would expect.

Trixie had created a shield around her and Shining, to protect against Devious' attacks and Chrysalis teleporting them. But when Shining tried to fire his laser at them, the pair teleported out of the way or the blast was warped back at them and hit the shield.

Trixie had to lower the shield, still unable to keep it up for very long, allowing the pair to attack at full force. Trixie leapt away to avoid a fire blast, whilst Shining turned his weapon into a shield to block a lightning blast. And before either could retaliate, Chrysalis teleported them in front of her and slammed her metal legs into their chests.

They were both knocked flying backwards, but kept from leaving the web by Chrysalis.

At the same time, Twilight and Pinkie found themselves outnumbered by the fire cats and bladed lizards. Twilight used her magic to stop as many as she could, but there were just too many. She barely had time to catch one of them before another suddenly pounced or shot fire at her.

Pinkie was doing her best to fight them off, but was forced to use her blaster more than her explosions to fear running out of ammo. The girls had to jump away from each other, as a lynx landed between them and almost clawed at them. But Twilight found herself tripping over and falling to the ground, as a lizard leapt at her.

But the beast was blasted back by Pinkie shooting at it. The blast managed to do some serious damage and it fell to the ground, only for Animac to laugh as he took out another monster ball.

The monster that make out of it was a human sized rabbit, which her a long horn on its head and bear arms. The beast bounced forward and tried to claw at them, but Twilight caught it in her magic and threw it back towards Animac. But this allowed a lynx to breathe fire at her.

"Twilight!" Pinkie rushed forward and tackled her out of the way, the flames hitting her hair as she did so. They fell to the ground and Twilight gasped at Pinkie's hair on fire, quickly using her magic to force the flames off of her. It wasn't easy to control something like fire, but she was able to snuff it out before it seriously hurt Pinkie. However, Pinkie's normally bubblegum like hair was now burnt and a little bit shorter.

She picked herself up and saw the state her hair was in, but smiled at Twilight to show her it was okay. However, "it's is so on!" Pinkie turned to the two villains and smoke shot out her nose.

Applejack continued to swing her mace around, Dynamo leaping into the air and firing at her with his hip blasters. But she used her mace to deflect the ones coming at her before thrusting the mace forwards. Doing so caused the mace's head to fly off the handle, but remain connected to it with an energy chord.

It flew towards Dynamo and slammed into his chest, knocking him flying until he crashed into the ground. He groaned as he picked himself up, Applejack rushing forward to smash his wings and ground him. But as she reached him, her mind suddenly went blank and her body went still.

"No!" Rarity cried, seeing she had failed to protect her friend from getting a mind control disk attached to her back.

"Hahaa!" The Hypnotist laughed. "You're mine now. Attack your friends." Applejack turned towards her closest friend, Fluttershy, and prepared to fire the mace head at her.

But before she could, a rainbow blur shot past and the disk was knocked off her back. "Nice try!" Rainbow cheered, sliding to a stop whilst Applejack started coming around. As she did, Dragstar pointed his gun blade at Rainbow and started firing. The laser it fired was pretty fast, but Rainbow was faster and used her laser sword to deflect it. He then fired several more and she protected herself against each and every one.

She then shot forward and was soon right in front of Dragstar, attempting to slam the sword into him. The laser couldn't actually cut anything, acting more like a club or baton, but it could still shock the use if it made contact.

But Dragstar managed to block the slash with his sword and kicked at Rainbow, attempting to burn her with his exhaust blast. But Rainbow leapt back and managed to avoid the singing.

Applejack had finally recovered, but this had allowed Dynamo to get back up and thrust his spike at her. She gasped as the tip managed to hit her shoulder, but she pulled back before it could get more than an inch in. She held her now bleeding shoulder and glared at him, whilst he gave her a look of victory.

She swung her mace around, Dynamo leaping back and firing his hip blasters to keep her at a distance. Applejack was forced back, wondering why Dynamo was suddenly keeping his distance.

Rarity kept shielding herself against the Hypnotist's disks and few one at him, managing to get his leg and knocking him off balance. As this was happening, Rainbow and Dragstar kept duelling with their blades, Shining and Trixie were still in a stalemate against Devious and Chrysalis, Twilight and Pinkie were barely keeping themselves from being surrounded and Kagenobi was once again blasted by Ultimate Riot-Horn.

At the same time, Fluttershy and Sunset stood back to back against Doddery and Viral.

The cyborg woman fired more lightning at them, Fluttershy seeing this and using her shield to block. Sunset fired her blaster and Doddery, keeping her from getting too close. But as she looked around, she couldn't tell if things were going well for them or badly.

She then spotted Azmuth, who had used this time to type away at the computer system and bring the security systems back online. "Almost done." And as he said that, the lights in the base came back on as the computer activated. "Yes!" He smirked, accessing the security system and bringing the weapons online.

However, as he was doing that, Viral saw him and smirked. "Oh, I don't think so." Her body burst into electricity and shot towards the computer, Sunset and Fluttershy seeing this and gasping.

"Azmuth, look out!" The galvin looked around and saw the lightning moving towards him, but couldn't react in time to stop her from hitting the computer.

Several others saw this and the villains smirked, whilst Viral's laugh filled the air. "Now your computer systems are mine again." However, Azmuth and the others smirked.

"Do you really think we'd let you take control of our systems a second time?" Shining asked, as he blasted Devious back. And sure enough, something happened that caused Viral to cry out in pain.

"What is this?"

Twilight smirked. "A new firewall we installed after you turned our base against us last time." She threw a blade lizard onto a fire lynx. "Right now, it's deleting every bit of you. If you don't want to be destroyed, I suggest getting out of there."

Viral growled, preparing to escape. But then, the pain coursing through her stopped and the firewall appeared to be deactivating. "What?" It was then that Ultimate Riot-Horn laughed, the mecha rhino punching Kagenobi away.

"I've known about that firewall since you installed it," he told them. "And I implanted a defence against it when I built Viral's body." They all gasped as Viral laughed, the firewall slowly beginning to go down.

"Excellent. I'll have control of the computers in no time."

"That's not good," Azmuth gulped as he tried to make a new defence. But before he could, the computer sparked and he was forced back.

"I don't think so." Viral laughed, as Doddery used the distraction to attack. Fluttershy barely noticed her in time to block with her shield.

"Back off!" Sunset fired her blaster, forcing the older woman back.

At the same time, Kagenobi hit the Omnitrix again and transformed into Arctiguana. He unleashed a blast of ice, hitting Ultimate Riot-Horn and freezing him. But the giant rhino quickly shattered his way through the ice before it could completely form.

He threw a pile driver punch at Arctiguana and the lizard barely had time to hit the Omnitrix, transforming into goop seconds before it connected. The punch sent a lot of him flying, but what remained slid up his arm and started trying to melt through the armor. But even that didn't work and U-R-H quickly grabbed the slim off of him and threw it against the wall.

Goop groaned as he slid to the ground, whilst the others were having just as little look.

Applejack swung her mace around and as she did, she felt strange. Her body was slowly going numb, making her moan as she wondered what was happening. "Feeling a little sluggish?" She looked up at Dynamo, who smirked as he held up his spike blade.

"Wait..." She looked at the small cut in her shoulder, "no way."

"Oh yes. I laced the blade with a special toxin. Nothing dangerous, but it'll render you pretty much immobile in a few minutes." Applejack couldn't believe she had let something so simple as a tiny cut get the better of her.

"Gotta end this before he takes me out!" She charged, but she was already feeling the toxin slow her down.

At the same time, Rarity shielded herself against another control disk and threw her gem at The Hypnotist. And as he dodged it, he tried to fire again. But the shooter launched nothing. "What? Don't tell me I'm out of disk!" Rarity smiled at this, the girl quickly launching a wall of gems at him. "Wait!" The wall slammed into him and he was pushed backwards, eventually hitting a wall and getting sandwiched between them. "Augh!"

Rainbow and Dragstar kept fighting with their swords, both appearing to be even. But then, Dragstar hit Rainbow's hand with the butt of his gun blade and the impact made her drop her baton. She flinched at this and before she could pick it up, Dragstar blasted it away from her.

"Hey!" Now only having one baton, she found herself in a more perilous position. Dragstar kicked at her, attempting to once again burn her, but she leapt away. Dragstar used this opening and fired several shots at her as she was in the air, Rainbow managed to deflect most of them with her baton but missing one that hit her in the leg. "GYAH!" She fell to the ground and screamed at the pain her leg gave off when she put pressure on it.

Her scream caught the other's attention and they saw Rainbow was in trouble. Dragstar quickly rushed over and slammed the butt of his gun into her head. At the same time, Applejack's arm went completely dead along with one of her legs. She dropped her mace and fell to her knee.

Dynamo smirked and fired at her, Rarity forced to release The Hypnotist and protect her. But as she did, Negatine created a Ptera-Jet and had it launch a missile at her. "Look out!" Pinkie screamed, as the missile exploded and sent Rarity flying. The girl was slammed into the wall and fell to the ground.

"NO!" Twilight cried before letting out a roar of anger and sending the mutants flying at their creators. But as she did, Dynamo flew down and nicked her with his spike. "Augh!" She hissed at the cut in her arm, Pinkie taking out some sprinkles and throwing them at Dynamo.

The man flew up, the explosion missing him. Pinkie tried to throw some more, but the Ptera-Jet flew down and she found herself getting tackled to the ground.

Sunset and Fluttershy saw this and were shocked that their friends were starting to be overwhelmed. They looked around and saw Trixie and Shining still trapped inside Chrysalis' web, whilst Flash had transformed into Lantool.

The strangely suited energy being flew around U-R-H, creating a barrage of different tools and weapons to fight back against the alien. Buzz-saws, electric drills, wrecking balls and so many more different attacks were used on the Ultimate Alien.

But again and again, the energy had absolutely no effect on him. Ultimate Riot-Horn grabbed the wrecking ball in one of his hands and crushed it, the energy shattering into nothing as Lantool stared at him in shock. But he kept pushing and rushed forward, creating a giant boxing glove that he slammed into U-R-H's face.

"Really?" Ultimate Riot-Horn looked at him like one would a child saying they would one day become an astronaut. "This is just getting sad." One of his chest horns then began to power up and Lantool barely managed to pull away in time, as the laser fired and almost hit Sunset.

Lantool knew this alien wouldn't be able to do anything, so flew down and hit the Omnitrix to transform as he hit the ground. "Eatle!"

The alien beetle ripped some of the floor off the ground and started munching away at it, whilst Riot-Horn launched lasers at him. Eatle quickly jumped to the side and fired a blast form his horn, hitting U-R-H but not even pushing him back. Eatle quickly ate more of the damaged ground and fired another blast, but it the Ultimate Alien fired his own laser and the two slammed into one another.

The lasers pushed against each other, appearing evenly matched. But that only lasted about five seconds, as Ultimate Riot-Horn's attack quickly overpowered Eatle's and slammed into him. Eatle cried out as he was blasted backwards and crashed into the wall, with Riot-Horn's rockets suddenly propelling him forwards as he pulled his fist back.

The alien hero gasped and hit the Omnitrix, trying to get Goop but getting Pesky Dust instead. It was a miracle that he was able to duck under the punch as it slammed into the wall and shook the building again, Pesky Dust flying behind U-R-H and beginning to sprinkle his sleep powder onto him.

"Even Ultimate Aliens need sleep!" He cried, but Ultimate Riot-Horn ripped his arm and part of the wall off as he spun around. That wall shielded him from the magic and allowed him to charge up another horn blast.

"Never forget what you are!" He told Pesky Dust, as the laser fire out of his horn and struck the little fairy. "A WEAKLING!" Pesky Dust screamed as he was blasted backwards. And as he was, the Omnitrix beeped.

Everyone watched, as a green flash filled the air and Flash fell out of it. He slammed into the ground and rolled along it as smoke came off his body. He lay there, as the others gasped.

"FLASH!" They tried to rush to his side, but they were all stopped. Twilight suddenly felt her legs give out from Dynamo's toxin, forcing Pinkie to protect her. Doddery and Dynamo stopped Sunset and Fluttershy, whilst Shining and Trixie were still trapped inside Chrysalis' web and under attack from Devious' blasts. Rarity, Applejack and Rainbow were all still in dispose.

Flash groaned as he pushed himself up, his body screaming at him. He then heard the footsteps and rolled over to see Ultimate Riot-Horn moving towards him. "How pathetic," the alien laughed as Flash pushed himself backwards. "The great hero, made completely helpless.

Flash reached into his pocket and as U-R-H got closer, Flash took out Azmuth's fail-safe. "Not so helpless!" He pointed it at the Ultimatrix and unleashed a beam of green light, hitting the device and expecting it to deactivate. But when the beam ended, Ultimate Riot-Horn was still standing there. "What?" Even Azmuth was shocked by this, whilst the rhino laughed.

"Let me guess. You thought that would deactivate my Ultimatrix? Too bad, I added a defence against that fail-safe. Good thing I watched the other world's Azmuth do the same thing."

Flash's eyes widened, as he realized he truly was helpless right now.

"FLASH!" Twilight tried to force herself to her feet. But in that moment, an energy gun folded out of the wall and fired at her. She screamed as a blast almost hit her, her legs once again giving out as Viral's laughter filled the air.

"Finally got through to the defence systems," she told everyone. "This base's weapons are now mine." To prove her point, she started firing at Sunset, Pinkie, Fluttershy, Shining and Trixie.

Sunset, Pinkie and Fluttershy were blasted by some lasers and knocked flying, crashing into the ground injured. Shining and Trixie were barely able to protect themselves, putting up shields to defend. As they did, Devious blasted them from behind with lightning.

The pair were knocked to the ground and Chrysalis allowed them to fall out of their web, both looking down for the count. Flash saw this and was shocked, whilst Ultimate Riot-Horn smiled down at him. He then changed back to his human form, Shadow nodding at Animac who picked up Pinkie's blaster and threw it at him.

"I want to enjoy this," he pointed the weapon at Flash. "Oh, how I've waited for this moment." The laser was aimed directly at Flash's head and as he prepared to pull the trigger, Flash acted and swept his feet out from under him.

The teen cried out as he fell to the ground, his blast flying wide and hitting the computer. "GYAH!" Viral screamed, as the laser damaged the computer and hurt her. She was forced to leave the computer before it could crash, lowering the defence system whilst Flash rolled away from Shadow and ran over to his friends.

"Stop him!" Shadow roared, as Animac sent the blade lizards towards him and Negatine sent the Ptera-Jets soaring down. Viral fired a blast of lightning at him, but took something else out of his pocket. The energy shield.

The weapon defended him from the lightning and deflected it into the approaching monsters, blasting them and causing them to fall to the ground.

Flash kept shielding himself from Dynamo, Dragstar and Devious' attacks, barely managing to keep up with them. But they were so distracted by Flash, they didn't notice Shining, Trixie and Sunset had partly recovered. And the next thing the villains knew, they were getting blasted as Flash reached Shining and Trixie.

Flash stood protectively of them, whilst the crooks all slowly advanced and prepared to attack at once. "Flash," Shining told him, "we can't win this!"

"There's gotta be a way to beat them," Flash stated. "I'm not gonna give up and let them take me down."

"That's not what he's saying." Azmuth had somehow made it over to them and landed on his shoulder. "This battle has turned against us. I'm afraid it's time for a tactical withdrawal."

"What?" Flash looked at him in shock, "you wanna run?" Viral unleashed a blast of lightning and Trixie put a dome around them, blocking the blast.

"What other choice do we have?" Shining told him. "We need to come up with another plan so we can take these guys down." The other villains started blasting the shield, making Trixie grunt.

"I don't like it either," she sighed. "But what other choice do we have right now?" Flash growled, still not liking the idea of running away. But how could they win at this rate?

"So how do we get out of here?"

"I'll teleport us out," Azmuth announced. He took out a small remote and started pressing buttons, then frowned. "Not good. Shadow's blast did some serious damage. I can teleport us using my ship, but it's only calibrated to transport me and anything around me." The others realised what he was saying. If they were going to warp away, only the three of them could go.

"But...Twilight and the others." Flash turned to his friends and saw they were all in trouble. Sunset had once again been incapacitated and the rest of the girls were in no better stated.

The only one still conscious was Twilight, but she was moments away from succumbing to the toxin.

She forced her head up and locked eyes with her friends, who were clearly torn. "Get out of here!" She cried, "hurry! Before it's too late." The flinched at this, as Trixie's bubble began to crack.

"I can't keep this up much longer!" She cried, as Azmuth turned to Flash. The look on the boy's face showed he was hating himself, but he understood.

"We'll come back for you!" Flash cried, as Azmuth activated the teleporter. "I promise, we're gonna save you." The light began to surround them, making Shadow frown.

"Running away? How unlike you." But then Flash shot him a glare that could curdle milk.

"Just wait," he told his clone. "I'll be back. And when we face off, that Ultimate Alien of yours is going down." With that, he and the others vanished. The criminals frowned, but Shadow smirked.

"Go ahead and run. The outcome will be the same the next time you chose to face me. I'm going to leave you broken and beaten. And when you finally meet your end, it'll be when you know you have been utterly outmatched." He turned to Twilight, as the girl felt herself fall unconscious. "Put them somewhere out of the way. But leave them alive. They can sit and wait for their great hero to come and fail to save them. We have work to do for the final phase."

"Flash," Twilight whispered, "please hurry." With that, everything went black.

Twilight knew Flash would return. But whether or not he would be able to stop Shadow and his Negative Ten was another story. Was this the end? Only time would tell.

Author's Note:

Well that was intense. Flash tried, but he just couldn't beat Shadow's Ultimate Alien. Now, the Negative Ten have control of the base. What could they be planning? Only time will tell. I'll see you all next time.

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