Chapter 53 - 10-Year Anniversary Special:-2

This better not turn into one of those 'self-fulfilling-prophecy' kind of situations." Upgrade mused aloud.

"What?" Dr Animo asked, confused by the Teens comment.

"Nothing. Just thinking about how you just confirmed that you really never change." The Young Avenger casually commented.

Dr Animo snarled. "I will show you change like you've never seen, Ben Tennyson! Behold!"

He raised his wrist and activated a device on the gauntlet.

From the darkness behind him, multiple lights illuminated. Metal capsules. The same as the ones around the main lab. Only there were over two dozen of the genetic chambers.

The capsules hissed and opened, unleashing the genetic monsters that dwelled within.

Creatures of all shapes and sizes, from animals, Dinosaurs and magical creatures, mixed with Ben's alien DNA.

On Animo's command, a trio of Star-Nosed Armodrill-Moles crawled along the roof of the cavern. The Eimer's organs around their sensitive noses combined into drill heads, which proceeded to rotate at incredible speeds as they burrowed into the roof and carved a tunnel path towards the surface.

"I should thank you, Benjamin. Thanks to you and your meddlesome teammates, I have been forced to alter my plans!" Dr Animo explained as his gorilla body made its way to the DNA Bomb. "With the Arc Reactor power, my device would have been able to spread its power across the entire world. Without it, Its range is limited to the boundaries of this island city."

A devilish grin spread across his lips. "A city of 8.3 million. A fine start to my new master race."

Upgrade narrowed his eye. "Not gonna happen, Animo. I'm sending you back to the nut house!"

He leapt towards the Mech Suit, prepared to merge with it.

Suddenly, Omni-Bat, now taking the appearance of Shocksquatch, intercepted him and fired an electrical beam from its mouth, sending volts of electricity through Upgrade's living metal body.

The Alien Avenger screamed in pain as he plummeted to the ground in a pool of liquid metal.

Shock-Bat hovered in the air as its eyes locked on Upgrade as if it intended to finish him off right there.

"Leave him, my pet." Dr Animo ordered as he entered the tunnel. "Soon, it won't matter if he interferes or not."

With that, he entered the hole, his mechanical ape arms digging into the sides of the tunnel, allowing him to climb easily up the passage towards the surface.

Omni-Bat looked to its master before turning back to the Alien Shapeshifter. Part of it wanted to finish off its prey. But, it must obey its master's orders.

With a thought, Omni-Bat transformed into Jet-Bat. With a red and yellow colour scheme and a more streamlined body with an elongated tail. Its wings resembled those of a pterosaur, making them more aerodynamic.

In a rapid burst of speed, the Alien Bat disappeared into the tunnel, leaving its opponent behind.

In a flash of red light, Upgrade turned back into Ben as he groaned and sat up. "Aww, man. When am I gonna learn never to mix Upgrade with electricity."

Just then, Iron Man flew down and fired his unibeam at the Astro-Saur, just as the creature fired a full-powered star beam at him. The green and blue energy beams collided with each other before cancelling out as the Alien Reptile flew overhead.

"Hate to break it to ya, Ben. But Upgrade kinda always interacts with electricity. That's kinda how tech works." Iron Man stated in a condescending tone.

Ben rolled his eyes. "You know what I mean."

Suddenly, Kickin-Eagle came flying to his feet, unconscious as Captain America walked over, placing his shield back on his wrist.

"Where's Animo?"

"Heading to the surface," Ben explained, pointing to the giant hole above them. "He's gonna detonate his bomb in the city and mutate everyone on the island."

As they gathered, Hawkeye arrived. Zip lined down with his bow as he crouched low with an arrow drawn.

A few seconds later, Goop-Snake slithered out from between several crates. Its acidic body melting the wooden boxes into puddles as it passed by.

The Archer steadied his breathing and lined up his shot. His pupils darted to every inch of the slime serpent's body. Searching for something, he gripped his bowstring tightly.

His eyes detected something moves inside the green mass, and Hawkeye swiftly pivoted his bow and sent his arrow loose. The arrow sliced through the air before piercing through the surface of the Goop-Snakes body.

Bubbles hissed off the arrow as the acid ate away at its structure. But the projectile pushed forward before making contact with its target and exiting the Good-Snakes body from the other side.

The Slime Serpent froze for a moment before its body became inert and collapsed into a puddle. Its eyes darted around as an angry hiss could be heard.

On the wall behind it, Hawkeye's arrow was steaming due to the acid. Embedded in the tip was a small device the size of a marble, which sparked and sizzled due to its circuitry being damaged.

The Archer smirked as he stood up. "Took me a while to find that thing's anti-grav device. Never expected it to be that small and inside the snake."

"Indeed." Black Panther concurred, leaping down to join them. "Dr Animo's intelligence should not be underestimated. He is more formidable than we expected."

Hawkeye smirked as he greeted his friend. "Nice for you to join us, Your Pantherness. What happened to your Alien Mutant?" He asked.

Black Panther gestured to the corner of the room where Chroma-Panther was pinned under a mass of metal and rocks. The Wakandan had seemingly caused a cave-in atop the beast that managed to restrain it.

"The beast could absorb any form of energy that I directed towards it. However, by applying steady pressure reduced the efficiency of that ability."

"Not bad." Hawkeye complimented with a hint of sarcasm. "I would've just used a freeze arrow. No energy to absorb in that. Easy peasy. Now, my guy was hard. Try hitting a tiny marble-sized gravity machine inside a living acid bath."

"To compare such feats is trivial, my friend." Black Panther stated, putting his hands behind his back and turning away. "Even if I would have defeated your opponent with greater ease."

Even under the mask, everyone could tell the Wakandan King was smirking.

"Oh, you wanna bet, Pussy Cat?" Hawkeye challenged, raising his fists. "Ben, bust out Clockwork and undo the damage. We're gonna settle this."

"Enough!" Cap ordered, shoving the two aside as he raised his shield to block a star beam from Astro-Saur.

In response, Iron Man aimed his right arm at the beast and a small cannon deployed from the wrist. The high-tech weapon fired a small projectile, which unfolded into a metal bolo device that quickly wrapped around the Alien Pterosaur, binding its wings together and sending it crashing down into an array of machinery, knocking it out cold.

"This isn't the time for this. Dr Animo needs to be stopped. So we can't waste any more time down here."

"Uh, hate to break it to you, Cap." Iron Man interjected as he pointed down the cavern to the slowing, amazing army of Anim-Aliens. "I don't think we're gonna be leaving anytime soon."

Iron Man then eyed the Arc Reactor, which Dr Animo had stolen from him. An idea formed in his head. If he could recalibrate the reactor, he could use its power output to supercharge his armor and with the excess energy, he could rig up a neutrino blast to function as an organic EMP to knock them all out.

However, before he could implement that plan, Thor appeared above the reactor core. Wolf-RG chased after the Asgardian, leaping at him with red hot claws, and its metal jaws opened wide.

As swift as the wind, Thor's hand shot forth and seized the Mutated Wolf by the tail. Causing the wolf to fail angrily in his grip. Thrashing and snapping as it tried to wiggle free of Thor's godly vice.

"Fowl Beast. Your villainous actions end here." Thor declared as he raised Mjolnir and aimed it at the wolf.

Wolf-RG aimed its jaws at Thor and unleashed a beam of radioactive energy from its maw. However, Thor used Mjolnir to block the attack. Spinning the hammer by its strap as the energy swirled around, guided by the hammer's path.

Thor's eyes glowed with mystical lighting as he focused his power and commanded the energy to bend to his will. His hammer helped focus his control over the elements. This beast's power is merely another form of energy that will yield to his will.

With a mighty yell, Thor heaved his hammer back. Like a fishing line that's snagged its target, the beam of radiation tightened, and the Energy Wolf was wrenched from the armour. Revealing its true form. A large wolf comprised of pure radioactive energy.

Its empty armour went limp and fell to the ground with a loud clang.

Wolf-RG snarled and barked at the Asgardian. Snapping its jaws and trying to blast Thor with its radiation beams. But the God of Thunder kept its energy restrained. Generating a stream of mystical lightning from his hammer that lashed itself around the energy wolf's neck like a leash.

With the beast free of its armor, Thor knew that its toxic energy would surely be a danger to his mortal allies.

Acting fast, Thor sought a place to contain the beast. One where its power can be contained and it will be satisfied. From the look in its eyes, he could tell the beast was hungry. He needed to satiate its cravings.

Looking down, a devilish grin appeared on Thor's face as he heaved his opponent over his head and sent the Wolf-RG screaming towards the Arc Reactor.

The Energy Wolf collided with the power reactor, and a flash of bright light illuminated the area, causing everyone to shield their eyes.

When the light died down, Thor landed with the team as they saw Wolf-RG inside the Arc Reactor. At first, the mutated wolf clawed at the side of its prison in an attempt to free itself, but the containment unit of the reactor was too strong for its energy claws to damage.

Eventually, the Wolf-RG's aggression subsided as the mutated canine calmed down and seemed to enjoy its new environment. It fed off the energy that the reactor produced before finally curling up inside it and going to sleep.

"Aww. It's actually kind of cute when it's not a walking nuclear explosion." The Wasp cooed at the Mutated Wolf, touching the side of the reactor.

Iron Man, on the other hand, was not impressed. "Thor, I needed that!"

Thor looked at the Armored Avenger with a sly grin. "Apologies, Iron Man. I merely sought to contain the beast in a prison I knew would hold. Did thou not suggest I embrace technology more openly?"

Ben could practically see steam emanating from Iron Man's helmet as he fumed at Thor. "You know that's not what I meant."

"Boys, Boys," Janet interjected, getting between the pair. "In case you haven't noticed, we have bigger things going on."

"Janet's right." Hank suddenly spoke up next to Ben's ear, shocking him.

The Young Hero turned to find Ant-Man standing on his shoulder before leaping off and returning to normal size.

"Can you stop doing that!" Ben exclaimed. "I'm too young to have a heart attack."

"Keep eating those Chilli Frise the way you do, and your first one will come sooner than you think." Ant Man retorted.

Hawkeye chuckled as he looked around the area and noticed a distinct lack of mutant ants. "So what happened to your alien mutant? Don't tell me you maned up and squashed them?"

Ant Man looked at the Archer incredulously. "Please, Clint. Like I'd ever use such violence against a unique creature."

He held up his hand, and the familiar glow of Pym Particles illuminated his palm. A flat, rectangular box appeared, with a metal parameter and a main body made of what seemed to be glass.

Inside the box was a bunch of sand. And atop said sand were the Echo Ants. The little critters were hard at work constructing a nest like happy little workers. Using their sonic abilities to help them dig as they tunnelled away.

Hawkeye looked at the case in bewilderment. Then sighed in exacerbation. "You put them in an Ant Farm."

Ant Man grinned with pride as he shrunk the ant farm and placed it into a pocket on his belt.

"I'm fascinated to see how they function as a society. Being identical copies, would they simply carry out functions as workers, or would one act as a Queen to control the others? It's rather fascinating."

"Yeah, sure, Hank. Whatever you say." Ben interrupted quickly. If being shocked by Animo's bat didn't knock him out. Hank's scientific lecture would do the job.

Fortunately, Captain America shared Ben's sentiment. "Ben's right. We need to focus. Dr Animo already has a head start on the surface."

"If he's planning to mutate the city with that bomb, he's going to need to go somewhere high. In order to achieve maximum dispersal coverage." Iron Man added.

A roar from down the tunnel drew the heroes attention as they saw the mass of Anim-Aliens continuing to emerge from their tubes.

"And we also have the Animal Parade from Hell to deal with, too." Hawkeye stated in an etiolated tone.

The Avengers all got into fighting stances as some of the Mutants started looking their way.

"Ben, go and stop Dr Animo. We'll handle things here." Captain America ordered.

Ben nodded without hesitation. "Got it, Cap."

Usually, Ben might object to leaving his teammates behind to face a large mass of monsters. But he's been with them long enough to know that they handle themselves. He trusts his team, just like they trust him.

Activating the Ultimatrix, Ben slammed the dial down and in a flash of green light, transformed into Astrodactyl.

"I'll be back to save you guys after I'm done. BAWK!" The Pterosaur Alien squawked with a cheeky grin.

Hawkeye glanced at the Teen with a smug grin of his own. "Please, Kid. I still hold the record of Team saves. You wanna sit on this high horse. Better rack up those points."

"By your logic, I assume you are only factoring specific Team rescues?" Panther asked in a deadpan tone.

"Yeah. Cause if we're talking World saves or entire Universe saves. I think Bens gotcha beat." Wasp teased giddily.

Hawkeye glared at the pair as Astrodactyl chuckled at his karma.

"Just get outta here, Alien Boy."

"Roger!" The Emerald Avenger said with a mock salute, his smirk still prevalent as he activated his jetpack, rocketed into the air and exited the room through the tunnel to the surface.

With him gone, the Avengers turned their attention back to the Anim-Aliens. The darkness of the cave and the proximity to each other made it hard to determine how many were present. Each one mixed with variations of Ben's aliens.

"Um. I know we said we can handle them. But can we actually handle them?" Wasp asked, slightly nervous.

"Verily, Wasp," Thor responded, raising his hammer. "We shall sing of this battle tonight."

Iron Man wanted to agree. But given the abundance of different powers and abilities before him. He wished that he'd worn an armor with more versatility.

"Ok Cap. What's the plan here?" Iron Man asked the Super Soldier.

Before Captain America could respond. A roar from behind them caused the team to pivot on the spot.

A loud thwack was heard, and the Shock Yeti sailed over their heads and landed in the midst of the Mutant Alien army.

The force of the impact stunned the Mutant Yeti as it unintentionally discharged a massive amount of electricity from its body, shocking a majority of the Anim-Aliens within its vicinity.

Shocked, the Avengers turned back to see Hulk stomping towards them. Cracking his massive green knuckles as he growled at the Mutant Alien Hybrids.

"Here's the plan. SMASH THEM!" He roared as he leapt over the team and into the fray. The Anim-Aliens roared in response as they charged to meet the Gamma Brute.

The remaining Avengers blinked in stunned silence before Captain America stepped forward and turned his head back to the team, a slight grin on his face.

"You heard the man." He said as he raised his shield. "Avengers, Smash!"

Smiles spread across the Hero's faces at the Captain's parody of their iconic battle cry. Their spirits are invigored, and they charge into battle.

Above, the streets of New York bustled as normal, with people going about their day for their jobs, pleasure, or just to pass the time.

All while completely oblivious to the battle that rages beneath their feet.

Suddenly, the ground began to shake, and the pavement cracked as car alarms started to blare and cars swerved. People screamed as they fell on the ground from losing stability.

Moments later, the road erupted in a violent explosion of dirt and debris as an Armodrill-Mole blasted to the surface. Its drill nose split into individual feelers, exposing its mouth.

Its brethren quickly join it as the Mutant Animals snarl and roar at the frightened civilians who flee in terror at the monstrosities from below.

With the area empty, Dr. Animo climbed out of the hole. His enormous gorilla suit loomed over the crowd as he gazed down at the people, a wicked grin stretching across his face.

"Fear not! Soon, you will embrace the new world order! With me, Dr Animo, as your ruler!"

He held up his DNA bomb, admiring it for a moment as he imagined the world he would create. Tennyson will likely be immune to the effects. But that didn't matter. When the whole world turns against him, under his rule. It will be he who becomes the villain.

If his calculations were correct, which they always were, his pets would have tunnelled to the exact building he desired. The only place that would elevate his revolution from historic to legendary.

Wasting no time, Animo commanded his mech suit to begin climbing the building. Its mechanical strength and ape-like physique made scaling the skyscraper a simple matter.

As he ascended the structure, Omni-Bat emerged from the hole and hovered behind its master.

Before long, a new helicopter buzzed overhead. Its occupants watched the Mad Scientist and his creations as the camera recorded the events.

Dr Animo smiled, but Jet-Bat snarled at the hovering vehicle as its eyes glowed, charging up its neuroblast.

"No, my pet!" Animo ordered, causing the creature to power down and turn to its master. "We want the world to witness my greatness."

He looked at his creation, and his smile faded into a serious expression. "Ensure that I am not interrupted by one of those meddling heroes." He ordered before proceeding to climb the building.

Jet-Bat roared in response as it shifted its form to resemble Eye Guy. With its large ears and multiple green eyes all over its body, Jet-Bat's wings possessed multiple little eyes that blinked and looked in every direction as the creature flew around the building.

Meanwhile, the Armodrill-Moles continued to rampage through the city streets, flipping cars, digging into the sides of buildings, and pursuing the fleeing bystanders. Their ravenous metal teeth were champing at the bits as they searched for their next meal.

One Mutant Mole was pursuing a small family as it climbed over a parked car, crushing it under its bulk as it did so, all while the family screamed and ran from the monster.

Suddenly, the mother tripped on a piece of debris, causing the rest of the family to stop. The son screamed for his mother while the Father tries to help his wife.

However, when he saw the Alien Animal Hybrid approaching his family, he did the only thing a father can do in this situation. He rushed forward, grabbed a piece of metal pipe from the side of the road, and stood between the monster and his family, yelling and banging the pipe on a nearby car to grab the beast's attention.

It worked as the Armodrill-Mole turned its attention to the Man as he called for the creature to follow him. His wife and son both screamed for him as he stood valiantly, ready to defend them with his life.

The Mutant Mole charged at him, ready to chew him to pieces. Only for a giant spider web to suddenly land on the creature's face, distracting it long enough for another string of webbing to pull him away. He landed on his butt next to his family.

"Woah, buddy. I know every kid wants to bring home a pet. But you should at least get one that can fit inside the car."

The family looked up to see the wall-crawling hero Spider-Man perched atop the lamppost above them.

Spider-Man waved to them before swinging towards the beast, kicking it in the face and proceeding to flip over it.

"Wow, and I thought alligators in the sewers were the only thing to worry about down there," he quipped as the beast turned its attention to him.

Spidey attached a web line to a manhole cover and swung it at the Armodrill-Mole. The solid metal disc struck the creature's armoured body, making a loud clang as it did.

But it hardly phased the Anim-Alien. The mole creature sniffed the manhole cover before growling at the Webhead.

"Man, that totally worked on Rhino!" Spidey exclaimed as the creature charged at him.

Spider-Man easily dodged the beast as he fired webs at its feet, attempting to trip it up or even restrain it so he could have some breathing room to form a plan.

However, the creature easily ripped the webbing apart like it was wet tissue paper, combined its feelers into a drill again, and burrowed into the ground.

Spider-Man jumped atop a car as he searched around for the beast.

"Where's a giant hammer when ya need it?"

Suddenly, his spider-sense tingled, and the Webhead zipped away on a web line as the car he was standing on was swiftly pulled underground.

He landed atop another car, and the ground bulged, forming a trail towards him as he leapt off the vehicle, which was swallowed up in the same manner.

"Alright. I remember this movie," Spider-Man joked as an idea formed in his head.

"Mr. Moles is using vibrations to track me. Moles have poor eyesight and are extremely sensitive to strong vibrations. So if I'm gonna get Mr. Mole to make it tea time with Mr. Toad, I gotta make some noise," he theorised as he looked around to make some calculations.

All while avoiding the Armodrill-Mole as it hunted him.

Swinging down the street, Spider-Man fiddled with one of his web-shooters, adjusting some of the components. He really shouldn't be doing this while out in the field. He should be in his lab, in a controlled environment and with the proper tools. He kept a small set of tools on him inside his belt, but he only used them to perform temporary fixes whenever his web-shooters got damaged or malfunctioned.

Messing with them now, in a high-stress situation, could seriously damage them, leaving him down a web-shooter and half his effectiveness. But he needed to do this. If he had any chance of beating this thing, he had no other option. So, either he succeeds or he fails and comes up with a plan B.

Please don't make him think of a plan B.

Flipping over another car, his Spidey sense tingles once more, and he immediately shoots a web line and yanks himself to the right just as the ground explodes. The Mutant Mole launches the car into the air, sending it tumbling across the sky.

Spider-Man hardly notices the fact he is almost a meal for a Mutant Mole. Instead, he continues to focus on the task at hand.

Without looking, he aims his still functioning web-shooter and fires a stream of silk that forms a large web net that catches the car, suspending it above the street to prevent any more collateral damage.

With a twist of the screw and the click of metal inserted into place, Spider-Man feels the hum of vibrations from his altered web-shooter.

A brief moment to pause as he holds his arm at length, on the off chance of it blowing up.

No tingling, no sparking or pressure. Seems like it's a success. Now for the moment of truth.

Jumping to the manhole where he had previously removed the lid. Spidey stood over it, aimed his altered web-shooter down the hole, prayed to whoever was listening and pressed the trigger.

Pressure hammered his eardrums as a violent concussive blast of air pressure burst from the webshooter. The concrete cracked, and Spider-Man was almost blown from his feet. Had he not focused on sticking to the ground, he would have.

The concussive pressure shot through the ground, causing a slight tremor in the earth.

Spider-Man panted; the sheer force of the blast hammered him so hard it practically winded him.

"Wow. Did not expect that kind of kickback," he muttered as he fought to get air back in his lungs. "Didn't think the air pressure would be that intense. Definitely need to work on calibrating the release valve. If I try and use this against a crook, I'd turn his soft tissue into soup."

He'd been working on adding additional features to his web-shooters to allow for more versatility in apprehending criminals, along with providing him with more ways to take on super-powered threats that can tear through his webbing with ease.

The concussion webs were still in the experimental phase, but it's good to know that it works.

A few metres down the street, the pavement exploded, and the Armodrill-Mole emerged from the earth, roaring and stumbling as it shook its head, trying to clear the ringing that stunned it.

Acting fast, Spider-Man aimed his web-shooter at the beast and prepared another blast. He clicked the trigger, but nothing happened. Looking down, Spidey saw the device had been damaged. The nozzle and valve were either shattered or dented, and the cartridge was cracked.

He mentally berated himself. Of course, the kickback was intense. He designed the web-shooters to take a beating, but he didn't factor in the smaller components that are more fragile under intense kinetic force.

Even when his plan worked, he still ended up breaking the web-shooter, reducing his web-slinging abilities by 50%.

"Way to go, Webhead," he chastised himself. "Won the battle, lost the war."

His voice caught the creature's attention. It turned towards him and roared. The Anim-Alien swiftly charged at the Wallcrawler, merging its feelers into a drill that spun at deadly speeds, threatening to gore and shred the hero.

Spider-Man aimed his other web-shooter at the beast and clicked the trigger. A small web bullet launched from the device and struck the creature in the chest.

Suddenly, arcs of electricity surged across its body. The Armodrill-Mole roared in pain as the electricity coursed through its metal skin, grinding its charge to a halt.

Beneath his mask, Spidey let a proud grin spread across his face. "Good thing I already perfected the taser webs," he boasted.

Knowing he didn't have long before the charge wore off, Spidey leapt into action, swinging into the air with his one functioning web-shooter.

Firing a web-line, he passed it to his right hand and then fired several at a parked car. Once his swing reached its peak, Spidey released his hold, grabbed the webs with both hands, and gave a mighty heave.

His enhanced strength, combined with his speed, momentum, and leverage, allowed him to swing the car over his head and slam it down atop the mutant creature's head.

A shockwave erupted from the impact, sending debris and metal shards flying across the block as the ground cracked when the creature hit the ground.

The Spider Hero landed atop a car as he prepared for the creature to rise up and attack again.

When the dust cleared, he saw the Armodrill-Mole unconscious and lying on the ground.

Before the Webhead could celebrate this small victory, the ground shook as the other Armodrill-Moles arrived on the scene.

The monsters growled at Spider-Man when they saw their fellow mole mutant defeated on the ground.

"Now, I know how it looks, guys," Spidey tried to reason with the mutant moles, holding his hands up in a placating gesture. "But, in all fairness, he started it!"

Of course, this only seemed to enrage the beasts as they charged at him, forming their drills and preparing to tear the Webhead apart.

Spidey began forming plans in his head. With one webshooter down, his options became limited. If they tunnel underground, he would be in trouble. Not to mention he only had a limited number of charges left for his taser webs. After the first shot, he'd have about three charges left—enough for one Mole each, but not enough to take them all down in one hit.

This didn't factor in the chance of missing, which was a possibility.

However, before he could make his first move, Astrodactyl rocketed into the sky above him.

With a parrot-like squawk, the Pterosaur Alien aimed his wrists at the Armodrill-Moles and fired two green beams of energy from the ports on his wrists.

The energy beams struck the ground, snaking across the road and surrounding the Moles in a large circle.

Suddenly, multiple beams of energy shot out of the circle, stopping the beasts in their tracks. The beams curved and connected at the top. From each vertical beam, a series of horizontal beams formed what appeared to be a giant net.

Astrodactyl yanked on his energy beams, tightening the base of the circle and tripping the Armodrill-Moles off their feet as he hoisted them into the sky, trapped within the energy net he created.

The Alien Teen then swung the Armodrill-Moles over his head and slammed them into the ground, landing on top of the mutant that Spidey had taken down.

This created another shockwave, kicking up more dust from the impact. Spider-Man blocked his eyes as the wind blew past him.

When he lowered his arm, he saw all the Mutant Moles in an unconscious heap on the ground.

Impressed by the display of power, Spider-Man whistled as the Alien Avengers floated down to him.

"Nice job," he complimented. "But do you have to be late to every party?"

"BAWK! A hero is never late. Nor is he early. Bawk! He arrives precisely when he means to," Astrodactyl said in a very regal tone, a smirk on his beak.

Spider-Man rolled his eyes at the shapeshifter's reference. "If you're gonna quote a wizard, how about you abracadabra these things back to wherever they came from? From the looks of them, I'm guessing they're from Armodrillo's home planet?"

Astrodactyl shook his head. "Sorry to say this, Webs, but these things came from below the city. Dr. Animo's latest pets."

A groan emanated from his mouth. "Seriously, that guy again? I thought he was locked up?"

"You and I both know that being locked up means a temporary vacation for supervillains," the Wielder of the Ultimatrix said in a deadpan tone.

I had to give him that one. It's like any prison housing a supervillain, had a revolving door installed in it.

But this isn't the time for complaining about the flaws of the legal system.

"So what's the plan?" Spidey asked. Knowing Ben he had a vague idea.

"Bawk! Animo's going to the highest point in the city to set off his bomb." Astrodactyl explained.

"So he's heading to the One World Trade Center." Spider-Man theorised. "Though he should've had his moles dig further downtown if that's his goal."

The Alien Teen shook his head. "Not his style. He'd go for something more theatrical. Bawk!"

It only took a second for Spider-Man to realize what he meant. A grin formed under his mask. "Oh, this is gonna be fun."

Astrodactyl couldn't help but chuckle in response. "I know, right? I'm gonna have a blast with this."

"Anything I can do to help?" the Webhead asked.

"Yeah," he responded as he rocketed into the air. "Make sure none of his friends follow him to the surface!"

Though slightly disappointed that he couldn't take part in the main fight, he knew that every little thing helped in the long run. He also ensured that he was around to keep civilians out of harm's way.

Still, he expected a fun story from Ben when this was over.

Dr Animo grinned as he looked over the bustling city of New York. His mechanical suit gripped the spire as he placed his DNA Bomb on the top of the spire.

Of the Empire State Building.

This iconic structure has stood above the city's skyline for many years and has become a symbol of the city and its people.

What better place to mark the beginning of the new age?

With the device in place, Dr Animo reached forth to activate the device.

"Soon, this city shall be mine. Then the world shall follow!"

Just as he was about to press the button, his suit shook from the impact.

Turning around, he saw an advanced fighter jet fly past. The aircraft circled the mad scientist before lining up for another attack run.

Dr. Animo readied himself for the jet. The muzzle flashed, and Animo raised his arm to shield himself from the energy blasts from the jet's cannons. The thick metal armor he installed in his suit arms easily blocked the energy bolts.

As the jet approached, Animo attempted to swat the jet out of the sky. But it easily avoided his swipe and rocketed past him with skill and precision.

Animo glared at the fighter jet as it came around for another pass.

He smirked as the jet lined up for the attack.

"Eliminate this pest." He ordered.

Immediately, Heatbat flew in front of Dr. Animo and blasted a beam of fire from its mouth, slicing through the jet's metal frame like a knife through hot butter.

The Aerial vehicle exploded in a violent ball of fire, sending its remains raining down on the city below.

Dr. Animo grinned with satisfaction, pleased to have removed another pest from his presence.

Just as he was about to turn back to his bomb, he noticed Heatbat still eyeing the smoke cloud from the destroyed jet.

The Mutant Bat narrowed its eyes, as if waiting for something.

Curiosity piqued, Animo turned his gaze toward the cloud as the dark smoke dissipated and a figure emerged.

A grimace appeared on the mad scientist's face as he recognized her.

Clad in her black leotard, thigh-high boots, and elbow-length gloves, she had a red sash flowing from her waist and long golden hair blowing in the wind, with several strands flashing across her black domino mask.

"Tssk, do you have any idea how much those jets cost?" Ms. Marvel groaned as she brushed her hair out of her face in mild annoyance. "You're lucky it's insured. Otherwise, I'd have to work every holiday for the next six years to pay it off."

Dr. Animo sighed in contempt. "Well, if it isn't Tennyson's wayward wench," he insulted, causing her eyes to narrow

"I'm afraid I have no time to entertain your egotistical driven desire for validation."

Ms Marvel remained calm as she floated with an authoritative aura. "Attention, Dr Aloysius Animo! My name is Ms Marvel! On behalf of SHIELD, SWORD and the Avengers, I order you to stand down and surrender!"

She then punched her fist into her palm, generative yellow energy that pulsed from the impact. "This is your first and final warning!"

Dr Animo, however, was in no mood to comply. "Please, just because you have a mild form of energy manipulation. Don't think you can take me on, child!"

Ms Marvel gritted her teeth and narrowed her eyes at the villain. "If you refuse to comply. I am authorised to use lethal force to…"

"Your authority means little to me!" Dr Animo interrupted. "Soon, it won't mean anything to anyone!"

The Half Kree clenched her fists, closed her eyes and let out a deep sigh. "Ok. I tried to be professional. But screw it. Listen Doc, for the long list of crimes you've committed, you're gonna spend a long time in a comfy cell in the Raft."

She raised her fist, and it glowed with her photon energy. "For blowing up my favourite jet, you're getting a black eye… To start."

Dr Animo let out a hearty laugh as he didn't seem the least bit concerned by the Golden-Haired Heroine. "Is this where I am supposed to be intimidated, child?"

"No. This is!" Carol aimed her fist at the Doctor and fired a yellow beam of photon energy at the Mad Scientist.

An evil grin appeared on his face as Heatbat moved and intercepted the beam. Its body shifted, turning into Purple and Magenta crystals as the energy struck its body and is absorbed by the Creature. A rainbow aura surrounded its body as its eyes glowed from the power.

Ms Marvels eyes widened in shock as she looked at Chroma-Bat.

She'd heard of this mutant from Ben before. But he only told her that it was mutated using Heatblasts DNA. He never mentioned that it could transform like him.

"Tennyson had the same look on his face when he met my pet. Let's see if you fare any better than he did." Animo said with smug pride.

Carols body stiffened at his comment. Ben fought this thing? "What did you do with Ben?" She demanded, her tone turning threatening.

The Mad Scientist didn't respond. Merely let his dark grin speak for itself.

"Answer me!" She roared at him, yellow energy surrounding her body.

Dr Animo chuckled. "He underestimated my brilliance. And paid the price."

Ms Marvel let out a battle cry and shot straight at him. Only for Chroma-Bat to get in her way again.

Cocking back her right fist, Ms Marvel delivered a powerful haymaker to the Alien Beast. She won't let it get in her way this time. Chromastone only absorbs energy, so her fist will send it flying.

However, to her shock, the Bat Mutant hardly moved from the impact. In fact, hardly anything happened when her fist made contact, no sound, no shockwave, even her momentum seemed to have vanished upon contact.

Chroma-Bat's body glowed once more before firing a beam of multicoloured energy from its mouth.

Ms Marvel just managed to cross her arms in front of herself to shield her face from the blast, but the force was enough to push her back.

"Did you forget that kinetic energy also counts as a form of power that this form can absorb?" Dr Animo answered, as if reading her mind.

The Half Kree mentally slapped herself for being so dumb. How could she forget something like that? Mainly because Ben doesn't usually utilise that ability, knowing him he either forgot he could do that or he saves it for a trump card he can pull out later.

One of the many aspects about him she adores and is annoyed by him.

But now, she's at a stalemate. Any attack she uses against this thing will be absorbed and sent back at her. Course, she can absorb it right back, but that gets her nowhere. She knows that Chromastone has a limit to how much energy he can absorb, but she doubts she can produce the energy of an entire dimension at him all at once.

She needed a new plan.

Not that Chroma-Bat would give it to her as it flew at her with great speed and attempted to slash her with its claws.

She dodged, and it followed up with an energy beam from its mouth. Ms. Marvel absorbed the energy, charging herself up as she retaliated with another right hook to the creature's wing.

That seemed to work as it knocked the beast off course. However, it suddenly spun in the air, using the momentum her punch gave it as it charged up it wing with energy and slashed her with the edge like a blade.

The Golden-Haired Hero hissed in pain and clutched her arm. She could feel the warmth from the blood that seeped into her gloves.

She locked eyes with the Mutant Bat, which seemed to be grinning after inflicting a wound on her.

Gritting her teeth and balling her fist, Ms. Marvel charged at the beast as they clashed once more.

Meanwhile, Dr. Animo returned to the task at hand. Now that his latest distraction has been handled, there should be no more interruptions as he activates his bomb.

"All these setbacks, and yet the brilliance of Dr. Animo will not be stopped," he announced with glee.

He reached forth and prepared to press the activation button to set off his bomb. His finger was just centimetres from pressing the one thing that would subject every human being to a life of mutant horror.

Suddenly, a green energy whip wrapped around the Mad Scientist's wrist and yanked his arm back. The sudden motion caused Dr Animo's suit to lose its balance and his loss of concentration resulted in the suit losing its grip and falling off the tower.

The titanic metal ape body trembled in the air as gravity pulled it along with its pilot to the earth below.

Acting fast, Dr Animo regained his bearings and control as his metal arm whipped out and rammed into the side of the building. Its metal fist punctured the brick walls of the New York Icon and tore through the walls as he slowed his descent to a stop.

Panting heavily, Animo regained his footing as the mech stabilised itself on the north side of the Empire State Building.

Animo looked up as his blood boiled when his eyes laid upon the one who interfered. None other than that meddlesome pest, Ben Tennyson. This time in his form known as Astrodactyl. The Pterosaur alien smirked down at him as he hovered in the air above him.

"Might wanna watch that first step, Doc. BAWK! It's a Looloo." He quipped with a chuckle.

Dr Animo roared in frustration as he ripped out a chunk from the building and hurled it towards the alien.

"You've interfered with me for the last time today, Tennyson!"

In response, Astrodactyl generated his energy whips that bound the chunk of debris and swung it around himself before sending it right back at Animo. Striking his suit in the chest, sending him into the side of the building, cratering it.

"Return to sender. BAWK!"

The Mad Scientist snarled as he proceeded to climb the building, racing to the top to finish what he started.

Astrodactyl moved to intercept. Blasting at him with green energy beams from his beak.

Animo swiftly dodged to the side as the beam destroyed a section of the building. For a large robotic suit, it was quite agile, maintaining its ape-like physique.

The Alien Avenger aimed his arms at the metal gorilla, preparing to fire blasts from his arms and beak to hit him. However, when he noticed the damage already inflicted on the building, he stopped. Collateral damage has to be kept to a minimum; he couldn't risk any debris harming the people below. Not to mention, this is the Empire State Building, a historic and cultural landmark of the country.

As a hero, whose job it is to protect the world, he can't just go around destroying anything in his path.

Switching to a different strategy, Astrodactyl focused his energy, and green energy flowed from his right wrist. Concentrating, he commanded the energy to shot into the side of the building in front of Animo. The energy then expanded and formed into a solid wall, blocking the scientists advance.

Dr Animo tried to go around his barrier, but Astrodactyl focused and formed another wall to his left and then a third to his right.

Blasting another energy beam from his left wrist, the Young Hero formed another wall behind him before closing it together to form a giant energy box to contain Dr Animo.

With the villain contained, Astrodactyl tried to lift him off the building. This was a difficult task because, while he had learned to shape his star energy into more than just whips, his constructs didn't weigh anything to him. Anything he tried to carry depended on this form of natural strength. If something was heavier than the thrust his jetpack could produce, then he wouldn't be able to lift it.

But before he could even attempt to remove Animo from the building. His mech suits fist smashed right through his construct. Shattering it like glass.

Before Astrodactyl could react, Dr. Animo reached up and grabbed his energy whip, yanking it hard. He pulled the Alien Shapeshifter towards him, spinning him around before launching him into the sky.

Astrodactyl sailed through the air, his head dizzy from the motion as he couldn't tell up from down.

It wasn't until a loud roar came from ahead that the alien hero was able to focus and gain his bearings.

In his current flight path, Ms. Marvel engaged the Omni-Bat in combat. The creature used Chromastone's ability to absorb her attacks and send them right back at her.

Right now, the fight seemed evenly matched. Understandable since Animo probably intended the creature to simply delay her while he finished his machine.

Just by looking at her, he could tell she was annoyed and focused. She's always been stubborn. Any challenge in her way, she takes it on until she wins. It's not the best mindset when you're up against a creature that can take anything she can dish out.

Without wasting time, Astrodactyl focused more power into his jetpack and shot forth like a missile, aimed right at the Crystal Bat. Angling his arms forward, the Pterosaur alien generated a barrier around the front half of his body in the shape of an energy battering ram.

Barrelling forward, Astrodactyl collided with the Chroma-Bat at full speed. A shockwave erupted from the collision as the Mutant Creature was sent flying into the distance.

Astrodactyl deactivated his energy construct and turned to Ms. Marvel with a cheerful smirk.

"Hey babe, mind if I cut in?" He held out his hand in a coy manner, as if asking her to dance.

Ms. Marvel blinked in surprise at his sudden appearance, before letting out an amused scoff and floating forward to hug him.

"About time you showed up," she berated playfully. "Why can't you ever show up to the party on time?"

He chuckled. "Well, in my defense, the party started under the city. If anything, this is the after-party."

Carol chuckled as she petted her boyfriend's scaly cheek. Relief filled her soul knowing that he was okay.

"For the record, I had him," she stated in a serious tone.

The Alien Avenger restrained himself from laughing, but a slight snort escaped his beak, much to her chagrin.

"Sure, Carol. Just wanted to say hi, is all," he responded, humorously appeasing his girlfriend's ego.

This was met with an eye roll and a playful punch to the shoulder as the couple chuckled together.

"So, Animo's back to his old tricks again," she asked.

"Yep." He nodded. "DNA Bomb designed to turn everyone in the city into mutant versions of my aliens."

"Well, that's not good." Carol commented. A smirk formed in the corner of her mouth. "If everyone looks like you, I'll never be able to find you."

Astrodactyl gave her a cocky grin. "Good thing, you won't have to worry about that. I'm the only one for you."

"Save the charming lines for after we save the world."

"Now that we're together, this should be a breeze," the Teen Hero stated confidently.

Ms. Marvel shared that sentiment as the pair flew back to the tower while Dr. Animo reached the spire and began to scale it towards him with a bomb.

Astrodactyl made the first attack with an energy beam from his mouth.

The green energy struck the back of Animo's suit, causing him to stumble. His beam singed the fur on the mechanical body, but the thick armor plating seemed to be holding.

Ms. Marvel followed with a yellow beam of her own, striking the mechanical gorilla in the right shoulder.

The mad scientist growled in frustration as he attempted to swat the heroes out of the sky.

His large paw harmlessly missed the two heroes as they danced around him, blasting him with their respective energy beams and slowly weakening the suit as it took more and more damage with each passing strike.

They were so engrossed in their assault that they almost missed the roar of a familiar mutant creature from the sky above them.

Looking up, they saw the shape of a familiar bat creature passing over the sun.

The Alien Teen prepared to engage the beast, only for it to suddenly vanish from view.

Before Astrodactyl could figure out what happened, something shot past him in a blur of black and blue and collided with Ms. Marvel with enough force to send her flying towards Dr. Animo.

The Mad Scientist seized this opportunity and reached out with his mechanical right arm, snatching her out of the sky. Her slim body was tucked comfortably in the giant ape-like hand of the mech.

The blur then circled around and struck Astrodactyl in the wing, cutting the membrane and sending blinding pain throughout his body. The Young Hero screamed as he fell from the sky, his damaged wing throbbing with pain as he quickly slapped the Ultimatrix dial and transformed in a flash of green light.

"BLOXX!" The Gorilla Alien shouted.

Stretching his arm out, Bloxx gripped the side of the building and swung until he landed on the side.

His body was already healing itself from the damage he sustained.

Glaring up at what attacked him was none other than the Omni-Bat, now taken on XLR8's powers. The creature moved at the same blinding speed as the alien speedster.

It zipped around the sky at such blinding speeds that the alien shapeshifter had a hard time following it.

"Okay, Speedy. Wanna make this interesting? Let's go!" he shouted as he aimed his free arm, which quickly morphed into a square-shaped gun barrel, with a chain of bricks stretching from the elbow joint to his shoulder blade like an ammunition belt.

Bloxx aimed his cannon at the Bat and fired a barrage of LEGO brick-shaped projectiles at the beast.

XLR-Bat swiftly avoided the projectiles with ease, dodging each brick as though they weren't even moving. While it dodged, Bloxx began climbing up the side of the building, keeping the Alien Bat distracted by continuing to fire his Bloxx lobber at the creature, forcing it to focus on dodging rather than attacking.

So far, his plan seemed to be working until he reached the ledge of the viewing platform. Then the XLR-Bat shot forth and destroyed his arm, causing him to lose his grip and nearly fall off the building.

Bloxx tried to catch himself, but each time he reformed and stretched his limb, the Omni-Bat would blitz in and shatter it before he could make contact, putting him in freefall once again.

Thinking quickly, Bloxx extended his arms once again. This time, both arms went to two separate points on the building. The XLR-Bat shot towards the arm going towards the higher level and quickly destroyed it, before swiftly changing course to intercept the second.

While it was busy with his arms, Bloxx generated a small hand from his upper torso to tap the dial once again and transform.

A flash of green light and he transformed into Ampfibian. XLR-Bat attempted to speed-blitz the Shapeshifter again, only for the Jellyfish Alien to become intangible, causing the speedy bat to harmlessly pass through him.

The Electric Alien turned to see XLR-Bat stop in the air, turning with a surprised look in its eye.

"Bet that came as a shock to ya?" he jokingly said to the creature as electrical energy formed around his left tentacles. "But not as much as this!"

He blasted blue beams of electricity at his opponent. XLR-Bat easily dodges the attack once more and speeds towards Ampfibian.

Just as he planned.

Like before, Ampfibian goes intangible, however, this time, when XLR-Bat passed through him, a surge of electricity coursed through its body. Stunning its entire body, freezing up its joints and sending its entire nervous system out of wack.

Ampfibian smirked, or at least the closest he could without a mouth, XLR8's species are extremely sensitive to electrical surges.

"Didn't see that coming, did ya?" He asked rhetorically.

It was a gamble on his part. So far, the Omni-Bat has shown to be quite adept and knowledgeable about its different forms and their capabilities and weaknesses. However, it seems that despite its natural affinity for the forms, its mental state is also affected by each form. In this case, the hyperactivity of XLR8's brain made it too eager to attack and not plan ahead.

Which works out great for him, leaving Dr Animo as the last thing to deal with.

Ampfibian raised his tentacle arms, and his body glowed before converting into pure electrical energy. The blue lightning surged forth and struck the exposed wiring sticking out of a damaged section.

Travelling through the building's electrical system, Ampfibian made his way to the top of the building spire and blasted out of a light bulb, shattering it and turning it back to normal.

There, he came face to face with Dr. Animo as he gripped the spire in his left hand and a dazed Carol in the right.

The two enemies locked eyes as tensions rose. Neither side making a move.

Dr Animo gave an evil grin as Ampfibian raised his tentacles. Electricity is sparking between them.

Immediately, Dr Animo moved Carol so she was right in between them. Using her like a shield.

"It's over, Tennyson! I know a hero like yourself will never do anything to harm a hostage!" He started with malicious glee.

Just as quickly, Ampfibian dropped his tentacles and tilted his head in confusion. "Huh?"

"Do anything to me, and you risk harming the woman you adore!" Animo laughed evilly as he held Ms Marvel tightly. Causing her to stir and regain some awareness.

This only caused more confusion for the Teen Hero. Did Animo really think this is going to work? Did he forget who he was holding?

Ampfibian could blast her without enough electricity to light up the city for a week, and she would be begging for more.

Either he suffered a concussion from all the beatings he took today, or Dr Animo hasn't paid any attention to Ms Marvel and her abilities whatsoever.

"Dude, are you serious right now?" the Shapeshifting Teen asked, genuinely curious at this point.

"I know this course of action is ungentlemanly," Animo admitted. "But desperate times call for desperate measures. You have interfered with my plans for far too long, Tennyson. One way or another, my dreams shall become reality!"

In that moment, Ms. Marvel shook her head and fully regained consciousness, only to see her current situation. Needless to say, she was most assuredly miffed.

"You have got to be kidding me!" she shouted as she glared at Dr. Animo for putting her in this demeaning position.

"Ok, before you start," Ampfibian tried to reassure her, but Carol's blood was already boiling.

"No! There is no way I'm gonna go along with this insulting cliché!" she protested, thrashing in the metal ape's vice grip.

"On the positive side, you fit the role really well." That might not have been the best choice of words.

Ms. Marvel shot her glare in his direction. "And what's that supposed to mean?"

Thinking fast and turning on that Ben Tennyson charm, the Alien Avenger continued. "I'm just saying. Monsters usually go after the prettiest girl. And you fit that description to a T!"

Despite her outrage at the situation, a brief smile and blush appeared on her face. Success.

However, she quickly shook off the compliment and resumed her scowl. "Don't think flattery is gonna change the fact that this is still a tired and outdated trope."

"How about the fact that he's using you as a shield, so I won't attack him?" The Young Avenger pointed out.

Carol's rage immediately evaporated. "Come again?"

Ampfibian nodded. "Yep. That's why he's holding you. He's holding you hostage to get me to back off in case I hurt you."

The Half-Kree Heroine blinked a few times, befuddled. Was that really true? No way.

"Does he not know who I am?" she asked in confusion.

"Apparently not."

"ENOUGH!" Dr. Animo screamed, cutting off the pair. "Enough prattling! I am not here to listen to your lovers' quarrel! I will not be ignored, nor will I be insulted!"

He then pulled Ms Marvel close to his face as he gritted his teeth. "Bite your tongue and behave like a good little damsel in distress."

Almost instantly, time stopped, and everything went silent. Those within the area might have heard the slightest sound of something snapping.

Ampfibian immediately pressed his upper right tentacle to his forehead. "Oh no." He muttered.

That was the worst thing you could ever say to her.

Carol's body stiffened, and her expression became emotionless as her golden hair flowed over her eyes.

Dr. Animo felt a sudden pressure building. The air became heavier, and the sound of metal creaking filled his ears.

A yellow glow emanated from Ms. Marvel's body, growing brighter and brighter as the hand holding her started to vibrate violently. Like an earthquake, vibrations radiated from her, traveling through the hand and up the arm, causing the entire suit to shake.

"How dare you?" The words drifted from her mouth, between her teeth like steam from an exhaust port.

Yellow energy surrounded her body, radiating off her with such force that her hair flowed upwards, revealing her glowing eyes, burning with rage as she snarled at him through clenched teeth.

"A damsel? You think I'm a damsel! Some helpless woman that can't do anything herself and needs to be rescued!" The words fired from her mouth like flames.

"Now, now, my dear," Animo said, but that only infuriated her more. He was only digging his grave deeper.

"Don't you talk down to me!" she roared. The metal around her body started to glow with heat as steam shot through the metal plates of the arm.

Warning alarms started blaring from the suit as a nervous expression appeared on Animo's face. Too late, he realized that he had poked a sleeping bear.

With a mighty roar, Ms. Marvel unleashed an omnidirectional pulse of energy from her body, completely vaporizing the Gorilla Mech's right arm.

Dr Animo lost his grip and started to fall from the tower. In a panic, he desperately tried to use his remaining limb to grab the side of the building to regain some stability.

However, before he could even make such an attempt, a light, brighter than the sun, shot towards him, colliding with the suit, tearing through the torso like tinfoil all the way to the neck before grabbing and ripping him out of the cockpit.

Dr Animo could feel his helpless body being dragged through the air, his equipment and gear stripped from his body before finally feeling solid ground beneath his feet.

His knees buckled as he was forced into a kneeling position. His eyes were still blinded by the radiant light that shone before him. He couldn't make out anything, but he could feel the front of his shirt being gripped and pulled tight.

Eventually, the light died down, revealing Ms. Marvel. Anger still radiated off her more than her photon energy, panting heavily as smoke wafted from the grip she had on his shirt.

"I am no one's Damsel," she snarled at him in a grave tone. "Got it!"

Dr. Animo nodded, whimpering as sweat poured from his brow.

"Got it!" she repeated, shaking the Mad Scientist and raising her fist.

"Yes! I understand. Please forgive me!" Animo begged, raising his hands in fear.

For a moment, Ms. Marvel held her fist in place. Energy flowed around it as she looked like she was ready to knock his block off.

Suddenly, a hand appeared out of nowhere and rested atop her fist. Ms. Marvel's head snapped in the direction of the one who did it. None other than Ben Tennyson himself.

Having turned human, Ben gently rested his hand on Carol's glowing fist, not showing any sign of her energy hurting him.

"Ok, MM. You've made your point. He's had enough," Ben said in a calm tone.

Carol narrowed her eyes at him, slightly annoyed. "I have this, Ben."

"I know," Ben said in a calm tone. "You have Animo. No one's going to argue that."

He then pointed his thumb over his shoulder. "But you didn't have the giant, 5-ton mech suit that was falling to the street below."

Ms. Marvel's eyes widened at the realization. Her grip on the Mad Scientist dropped, causing him to fall near the edge of the platform with a thud as she rushed past Ben to look over the edge and search for the suit.

A sigh of relief escaped her lips once she laid eyes on the mechanical ape suit. It lay comfortably on the viewing platform below them.

The concrete wasn't cracked, meaning it didn't land there. It must have been lowered down.

Carol looked to Ben, who gave her a disappointed look. She couldn't fault him. She lost her temper and focused solely on Dr Animo without considering anything else.

Bowing her head in shame, she found herself unable to look him in the eye.

"Sorry. I just." She said.

She felt Ben take her hand in his.

"I know." He said in comforting tone. Before a smirk spread across his face. "He totally had it coming."

Her face shot up, surprise etched into her face.

"What?"

"Dude, seriously thought you could be taken hostage? I mean, come on, that has to be the dumbest thing I've seen a villain do." Ben chuckled as he held her close.

Ms. Marvel was taken aback by her boyfriend's behavior. Normally, he'd chew her out or mock her for acting so unprofessional in the field. She'd always prided herself on being the mature one in the relationship. Now, Ben had all the ammunition he needed to knock her off that high horse, and he wasn't going to take it.

She didn't know what was worse: her being the immature one, or Ben taking the high road and completely outclassing her on the maturity scale.

A smile formed on her face as she giggled alongside him. "Hehe, you're right. But I'm pretty sure the time Arcade thought he could kill you with his Murder World is up there."

Ben laughed as he recalled those events. "Oh yeah, dude should not have hooked everything together like that. His face when I took control of the whole thing as Upgrade? Priceless."

While the couple continued to reminisce, Dr. Animo took his chance. He jumped to his feet, dashed to his DNA Bomb, smashed his fist on the activation button, and the machine hummed to life.

"HAHA! You fool, Tennyson!" he cried out in joy. "Your lack of awareness has been your undoing! Now my DNA bomb will reshape this city and soon the world!"

The mad scientist raised his arms to the sky and cackled derangedly. He closed his eyes and waited for the detonation that would spark the beginning of a new age.

However, after a full minute of uninterrupted laughing and reviling, Animo noticed that nothing had happened. The device should have gone off by this point. Yet, instead of the sound of detonation and the sensation of mutating, all the Doctor felt was the gentle breeze blowing against his body.

Looking down, Animo saw his device still intact but dead. No lights, no vibrations. Just a cold piece of metal on top of a building.

Confusion plastered on his face; Dr. Animo was at a loss for what had transpired. A snicker caught his ear, and his entire body tensed as his jaw clenched. He turned to the source of the snicker.

Ben Tennyson could hardly contain his laughter, holding his hand over his face as he doubled over.

"Oh man, that was too rich! HAHA! The look on your face. AHAHAH!" Ben roared with laughter like a child who just pranked his teacher.

Ms Marvel watched her boyfriend's display and let out a sigh while shaking her head. But her smile remained. After being taken off guard by his display of maturity, to see his adorable immature side, the universe felt in balance again.

"Wha… What have you done?" Dr Animo demanded. The veins on his head threatening to burst.

When Ben eventually recovered from his laughing fit. He composed himself and put on his signature smirk.

"While Ms Marvel here was delivering her smackdown on you. I took a moment to zap your bomb and fry all the circuits inside it. It's about as useful as a trashcan in a garbage dump." Ben explained cockily.

Dr Animo remained frozen in stunned silence. His mind overflowing with emotions that he couldn't form any rational thoughts other than the desire to jump across the platform and strangle the Teenager with his bare hands.

He despised this boy more than humanly possible and then some. His dreams, his plans, all up in smoke because of some snot-nosed brat.

Lowering his arms and bowing his head. Dr Animo seethed in rage as he processed the information presented to him.

He then took a deep breath and let out a long sigh. "Very well." He said, his tone conveying utter defeat.

This was unnerving to Ben. He's never seen Animo so tranquil. The Doctor would always throw an over-the-top tantrum and vow revenge as he was dragged off to jail.

For him to be this calm and accept his lose. Did he get so mad that his brain snapped? If so, he started to feel concerned for his long time enemy.

"Doc?" Ben started to say, taking a step forward.

Only for Dr Animo's right arm to whip up and point his finger at the Teens head as the Mad Scientist raised his head. Eye's burning with hatred.

"You have given me no choice but to enact my final contingency!" Dr Animo declared. His rhodomontade back in full.

Ben let out an annoyed groan in response. He couldn't believe he started worrying about this lunatic.

"Oh, give it up already, you Cooke. It's over! Your lab is destroyed, mutants defeated, robot suit in pieces, and Bomb is disabled!" He listed on his fingers, growing more frustrated as he went on. "You have nothing left. It's done. You're done. I'm done. This whole thing is over and done. Now, can you please just go to jail? You should be used to this part by now."

Dr Animo chuckled evilly. "Dear boy. You have pushed me to my wit's end. Time and again, you have deprived me of my victory. But no more. Your victory will ring hollow."

He then pointed to the sky. "Now, my pet! The time has come!"

A roar filled their ears as Ben recognized the Omni-bat. Having recovered from his little electroshock therapy, the beast was back in action.

Ben and Ms Marvel got into fighting stances as they prepared to face the beast. They looked around, but couldn't see the creature. With the number of forms under its command. Invisibility, shrinking or super speed were all on the table for it to use against him.

However, from the way Animo talked, a simple sneak attack didn't seem to be enough to make this a hollow victory.

Ms Marvel seemed to interpret this as Dr Animo making a grand escape, so moved to restrain him, keeping an eye out for the Bat in case it goes for its master.

A faint boom sounded overhead, causing the heroes to look up to the clouds above them.

Suddenly a massive gust of wind hit the tower. Given that they were sanding on top of the spire of the Empire State Building, which is a small circular platform with no guard rails, on a very smooth metal surface.

Ben found himself easily knocked off balance and almost fell off the roof before Carol caught him and pulled him back.

"Thanks." He said. Not that he was worried. Even if he did fall, he'd just transform into a flier and come back. But he still appreciated the save.

The pair looked up as the winds picked up again. Ms. Marvel held Ben tightly as she used her powers to keep them from moving while Dr. Animo gripped the side of the platform for dear life.

A shadow appeared above them as their eyes widened in shock.

A titanic, monstrous bat-like creature passed over them, its wingspan exceeding 200 feet as it glided past and landed in Central Park.

Dr. Animo cackled with glee while the two heroes narrowed their eyes at what they saw.

Ben had no doubts; it was the Omni-Bat using Way Big's powers. The beast was easily 100 feet tall, its wings tucked in as it walked on the ground. It possessed a white body with red feet, wings, and ears. A large red frill, similar to Way Big's, extended from the centre of its head between the ears.

Way-Bat glared at the teen hero as it raised its gargantuan wings and let out an ear-splitting roar that tore through the entire city, shattering every pane of glass for three city blocks.

Ben and Ms. Marvel had to cover their ears from the intensity of the noise.

Dr. Animo, meanwhile, couldn't be happier as he laughed like a maniac and held his arms out as if to embrace the creature.

"Yes, my pet! Fulfil my final desire! Raise this city to the ground! Leave none alive!" Dr Animo ordered. His derangement reached critical mass.

Ben was shocked by the Mad Scientists declaration. He'd really risk taking himself out, and destroy the entire city, just to get back at him?

"You're a certifiable nutjob. You know that right?" Ben commended dryly as he gave the doctor an incredulous look.

"If it robs you of this victory. I do not care!" Animo cried out as he laughed maniacally.

In response to its master's command. Way-Bat glared at Ben and opened its mouth. Blue energy glowed within as it prepared to fire its cosmic ray.

Ben could feel the air pressure and heat from the beast at their distance. But he didn't seem the least bit concerned about it.

He simply turned to Ms Marvel and held out his hand. "Wanna do this one together?" He asked.

Ms. Marvel grinned and happily took his hand.

"Gladly."

Ben smiled as he briefly let go to access the Ultimatrix and slammed down the dial.

"FEEDBACK!"

The alien hero and half-Kree joined hands again as Way-Bat unleashed a powerful beam of blue cosmic energy from its mouth.

Aimed right at them, the energy beam sliced through the air like an unstoppable force. Its power could be felt all across the city and beyond.

But the two heroes stood their ground, tightening their grip on each other. Feedback raised his right hand while Ms. Marvel raised her left.

The cosmic beam struck their respective appendages at full force. Air blasted behind them as Dr. Animo once again found himself holding on for dear life, the pressure threatening to blow him off the building.

Feedback and Carol stood tall as the energy flowed into them. Electrical energy arched up Feedback's arm while Ms. Marvel's body glowed with yellow energy.

Neither showed any sign of strain or discomfort while absorbing the colossal beast's energy beam.

After a few moments, the beam eventually stopped as Way-Bat closed its mouth and narrowed its eyes at the two heroes.

The heroes stood unfazed, their bodies radiating with power after absorbing the energy.

Baring its fangs, Way-Bat extended its wings to their maximum height as it prepared to launch itself at the heroes.

A creature of that size, with a wingspan larger than a cargo ship, could generate enough wind pressure to flatten half the city in a single flap.

They had to take this beast down before that happened.

"Carol," Feedback said to the golden-haired heroine.

"I'm on it," she responded, understanding his plan without needing an explanation. She took to the sky, leaving him to face the creature head-on.

Feedback narrowed his eyes as he took a fighting stance. He placed his hands together and cupped them. Electrical energy flowed from the plugs on his fingers, converging into a ball of blue energy.

He poured as much energy as he could, condensing it as the sphere grew larger and brighter.

With a huge grin on his face, Feedback looked his opponent right in the eye. "Looks like I'm up to bat!"

With a mighty shout, Feedback thrust his arms forward and fired a massive beam of blue energy from his hands, focusing all his power to keep the beam condensed as much as possible.

The energy beam tore through the city sky like a lance of light, straight for the gargantuan creature.

Way-Bat roared as it took its first step towards the building, just as the beam struck the frill atop its head.

The Colossal beast froze as electrical energy arched over its body. The creature becomes stiff as a Statue. Its eyes are wide as it screeched in pain, with its body unable to move.

Feedback only wished he could capture the look on Dr. Animo's face right now. The mad scientist's jaw had dropped so far, it was practically falling off.

Turning back, the Teen Hero watched as the Way-Bat started tipping over. Its massive bulk fell towards the city and the people, threatening to crush them all.

Only for Ms. Marvel to fly down and catch the beast. Her body was supercharged with cosmic energy thanks to the Way-Bat's cosmic ray, boosting her already incredible strength and allowing her to easily push the gigantic bat alien away from the buildings and innocent people, safely lowering it down in the open area of Central Park.

"H-How?" Animo gasped in shock. "How is this possible!"

Feedback gave him a condescending look. "You tried using my aliens against me. Did you really think I wouldn't know their weaknesses? Doofus."

Dr. Animo looked at the Teen with complete befuddlement. His master plan ruined, his contingencies foiled and his dreams dashed once more.

Rage would be putting it mildly for the emotions he was feeling.

"CURSE YOU BEN TENNYSON!" He screamed to the sky, shaking his fists for all of heaven to see.

"I WILL GET MY REVENGE! IF IT'S THE LAST THING I DO! MARK MY WORDS! YOU HAVE NOT SEEN THE LAST OF ME!"

After his declaration, Dr. Animo dropped his arms, his shoulders hunched as he panted heavily. He seemed He felt slightly dizzy, no doubt lightheaded from screaming his lungs out and his blood pressure spiking to beyond a healthy level.

"Whatever, dude," Feedback replied as he turned back into Ben. "You can come back as many times as you want. I'll be right here to kick your butt."

The Mad Scientist started grumbling incoherently, so angry that he could hardly form words at this point.

"Oh, and one more thing," Ben said, drawing the Scientist's attention.

Ben then delivered a powerful right hook to Dr. Animo's jaw, hitting him hard enough to knock him off his feet, landing on his back in a heap.

"That's for insulting my girl," he said, rubbing his knuckles.

Dr Animo let out one last groan before falling unconscious.

With the conflict finally over. Ben let out a sigh and sat down on the platform. Another successful day of heroing.

Looking out over the city. Ben couldn't help but Marvel at the sight. Even after all this time, he is still amazed by this world.

He reached into his pocket and pulled out his Avengers ID Card. The small card glinted in the light of the sun as he looked at the logo on the side. A smile appeared on his face.

The memories of his life in this world passed through his mind. All the highs, the lows, the friends and enemies. All of them precious memories he cherished.

Before coming to this world, he thought that his life as a hero was over. That there was no point in going on. But this world gave him a new purpose.

They, gave him a new purpose.

Every day, he is proud to call himself an Avenger.

He pressed his thumb against the button. The A logo lights up as the call goes out.

A few seconds later, the screen in the top right corner blinks, and Wasp's face appears on it.

"Hey, Ben. I was just about to call you," she said in a cheerful tone, with a bright smile.

"Hey, Jan. Just checking how things are going down there," Ben said with an equally cheerful tone.

"Oh, we're doing great," Janet responded. "All of Animo's monsters are down for the count and locked up. Hank's shrinking them all down right now for transport. How about you?"

"All done here," Ben stated. "Animo's down. His bombs are disabled, and the big bat is down for the count."

"Great job, Ben! We'll be up soon to help with the cleanup," Wasp informed him. "How bad's the damage?"

Ben looked up at the sight of the unconscious titan currently taking up half of Central Park. A nervous look appeared on his face.

"Um... How many cranes do you think the city has?"

"There are several ways a story can begin, just as there are several ways it can end. For Ben "10 and the Avengers, there are still many stories to tell."

With that, the book closed, and Ben Tennyson looked over the kids' faces.

"What did you guys think?" he asked his adorable little crowd.

"AWESOME!" the kids erupted in chorus.

"Shhhh," Ben quickly said, placing his fingers to his lips.

Immediately, the kids settled down as they noticed a few of the younger members of their group had drifted off to sleep.

"Did Dr. Animo come back after that?" one of the kids asked.

Ben chuckled. "Oh yeah, he did. That wasn't the last time Animo tried to take over the world."

"How did Animo even get to this world?" another one asked, sparking the curiosity of the others.

"That's a story for another time, I'm afraid."

"Aww," the children groaned, causing Ben to snicker.

He then stood up and started herding the kids to the door.

"All right, now a deal's a deal. Bedtime. All of you. Go find your parents and say goodnight." He ordered them.

Some really wanted to protest, but he could see several of them yawning and rubbing their eyes. They were tired, and they knew it. So, they headed off without much protest, wishing the Hero of Heroes goodnight as they did so.

"Night, Uncle Ben."

"Goodnight, Uncle Ben."

"Night, Uncle Ben."

"Night, Ben."

"Goodnight, Uncle Benjamin."

"Night, Uncle Benji."

"Goodnight, Dad."

"Night, Daddy."

"Goodnight, Uncle Ben."

"Night."

Ben smiled as each one passed him on their way out the door to go to sleep.

Once the last one was out the door, Ben turned back to his bookcase, ready to put his storybook back on the shelf when he noticed that not all the kids had left.

One boy remained behind, looking up at the shelf at all the books that lined it.

Ben walked over to the boy and kneeled next to him.

"Hey, slugger. What's on your mind?" he asked.

The boy continued to look at the shelf in awe.

"So many," he said, his tone full of wonder, which caused Ben's chest to swell with pride.

The little boy then turned to Ben, and he could see some concern in the young one's eyes. "Will I ever get as good as you?"

His eyes drifted down as he raised his left wrist, pulling back his pyjama sleeve to reveal the Omnitrix on it.

Ben smiled as he reached out and scooped up the young boy.

"Kenneth Maxwell Tennyson," he said to his son as he stood up, Ken resting on his right forearm while his left slipped the book back onto the shelf. "You will be even better than I ever will be."

Ken giggled as his father ruffled his head and gave him a warm hug.

"What about Mom?" Ken asked, with a slightly cheeky smirk.

Ben laughed as he playfully tickled his son, causing him to giggle. "You know we don't try to compare ourselves to your mother."

He then looked around as if checking to see if the coast was clear, then leaned down close to his son's ear. "Yes," he whispered.

Ken giggled as the pair walked out of the room.

The end of another day, with a new adventure to start tomorrow.

And there it is, ladies and gentlemen. I hope you have all enjoyed this anniversary special. I had so much fun writing this as I wanted to show you all just what this story means to me and how grateful I am to all of you.

There are a few people I want to thank. First up are the people who inspired this story in the first place. Incredible Muffin, your story Ben 10 Unlimited was the first official fanfiction I ever read. It's what started me on this journey, and I am forever grateful for your work.

Next is Ultimate10. While I only found you after you adopted Ultimate Fairy from Muffin, your work on that story really deepened my investment in writing and blending Ben Tennyson into a new world. Your creative spark further inspired me to give my own writing a go.

Up next are those who I have been fortunate enough to meet over the years and who have provided aid and support to myself and this story.

Masamune X23, the man of a thousand questions. Our talks have really pushed me to deepen my understanding of various characters and topics. And I will always be grateful for the work you put in to help me when I was stuck on a fight scene for one of my chapters. Thank you for everything you have done.

Next, I'd like to thank bcarandang1 AKA Jade the Babe AKAAKA Jade-Q-and-Cupcake. While you have given up writing fanfiction to focus on your life. You are still an important person to me and this story. You helped introduce me to so many new things about writing and inspired me to bring out my creative writing. But, most importantly, you introduced me to someone who has become invaluable to not only this story, but to me as well.

JustQ. There are not enough words to describe how grateful I am to have met you. I don't think I could be here right now if it weren't for you. All the years we spent talking and exchanging ideas got me through some tough times, and you were never afraid to call me out when I made a bad decision. You are my dearest friend, and I am honored to have you as my friend and writing partner. I look forward to all the adventures we will have in the future.

Also JustQ has created some brilliant artwork to celebrate this milestone. You can find it on Deviantart at IAmJustQ. Please check it out and give Q some support.

Finally, I would like to thank someone who has been by my side since day one. The first person to reach out to me through this site, the one who gave me the first suggestion that I incorporated into one of my chapters and the one who has been my friend for through thick and thin.

StarSaber21. Buddy, I honestly don't know where I'd be without you. From the moment you reached out to me, I knew I'd be part of the story for the long haul. Our chats have evolved over the years as we've exchanged ideas, shared video clips, and just had fun together. While it feels like we don't talk nearly as much these days, you will always be my first friend on this site. Thank you for reaching out to me that day. I am honored to have met you.

Honourable shoutouts to CupecakeLover7 and DBZpower197. You guys are semi-recent but still important friends to me and I have enjoyed talking and working with guys. Thanks so much for being apart of this.

Ok, got a little mushy there. But can you blame me? This story has been a huge part of my life and I haven't even finished the first season of EMH! XD

Even though there are some I didn't mention, please do not think for a moment that you are not important or valued. I took this opportunity to highlight those who have had the biggest impact on me and this story.

While I am not certain what the future will hold for me. I promise you this. I will not give up until I finish EMH in its entirety. Whether I go beyond season 2 is uncertain. But I will not abandon this story. Not until it's finished. I owe it to all the people who have stuck by this fic.

Thank you all for your support and I hope I can rely on all of you as we enter the final arc of season 1.

Until next time. CaptainRex75 out!