[Galvantula]

During the Guiding Star' first job and before the Dark Capricorn/Libra/Cancer battle...

"OK, first off, why in the hell should we even trust you?" Cash lashed out, the same question first and foremost on the minds of Emily and JT as well. "You're not exactly Mr. Congeniality, now are you?"

"It is true that I have had...issues with your world in the past" Vilgax half admitted. "But I was hoping you would be willing to help me out with a problem our universe is having right now. It's name is Ben Tennyson. He has grown arrogant and foolhardy with the power he has received from Azmuth. I take it you know him best, correct?" as he tried to sweet-talk them into joining his army.

"I know that he was monstrous ego problems. I'm amazed Gwen even puts up with him" Emily bitterly recalled the day Ben webbed her to a building as Spidermonkey. It was not the best way to end their date and even since that day she hated him with all her heart. "If you have anything on Ben that we need to know, now's the time" as she rolled towards him, a doubtful look in her eyes.

Vilgax turned on a viewscreen and to their eyes was a scene of absolute horror: The ruins of Vilgaxia were right there in front of them all. JT was too frightened to look away, as Cash and Emily watched on in terror. There was no life left on the planet at all, the buildings having fallen over and the streets were littered with the bodies of the people that once called Vilgax emperor. The sky was a mix of orange and midnight grey, as dark clouds of smoke burrowed up into the air, as fires raged on unchecked. The scene was too much for even Vilgax to take as he turned it off, tears almost forming in his eyes.

"When Ben stole the Ultimatrix and left me for dead, my people panicked over my believed passing. Tensions were rising until civil war broke out and my people destroyed one another. So far I am the only one of my species left. Later when Ben visited the Flame Keeper's Circle he told me with a cheerful look on his face that my empire, MY WORLD, was gone!" He then showed the three the security footage of Ben saying this to Vilgax while he was trapped in the tank. Soon the looks of horror turned to anger, with Emily barely able to contain her rage.

"I knew it. Ben always was a selfish, egotistic brat, but this is too far, even for him" Emily whispered in a hateful tone. She then looked up at Vilgax as her features softened, unsure what to do now. "We'll help you with Ben, but I don't know how I can do anything that'll matter" She hated being stuck in a wheelchair, not being able to run, swim, even go outside on some days. It was like a prison to Emily and she wanted to be free of it, no matter what the cost. Tears were falling down her gentle checks as she recalled the day that she fell ill and was forced into this wheelchair. No matter how much pity or understanding she got from her classmates, she never truly felt like she belonged there with them.

"I don't wish to see you like this" Vilgax soothingly told her as he wiped away the tears to the best of his ability. "I think I may be able to help you with our problem child" as he opened a case with the last three unclaimed Dark Horoscope Switches.

"Just how are we going to use these to stop Ben?" JT wondered. Vilgax then took the time to show them how to use the powers that these Switches gave them.

Not much later...

Vilgax was quite pleased indeed! Now he had all 12 Switches empowered by the dark emotions of their Switchers! As the three new Zodiarts walked up to him he was as happy as he could possibly right then and there. Now he had all the Switches of the Dark Horoscopes under HIS power! But the children wouldn't learn that until it was too late for them..

Cash was the first to master his new powers. His Dark Leo form was gold and brown as opposed to Kou's more silvery white, but there was a world of difference between the two. His mane hung freely on his head, his teeth were inside his mouth but much sharper, the eyes were jet black, and he wore black jeans with black armor on his shins, chest and forearms, with the Leo constellation on his abs. He shared the bulk of his powers with the first Leo, but his Supernova was not the same as Kou's. When he activated it a ten foot tall statue of a evil-looking warrior woman came out of his chest to attack his enemies. Needless to say he was pleased with his new abilities.

JT was the second to fully learn his. His Dark Scorpio form was more of a brass-copper look than Sarina's, and it was much bulkily than hers, with a golden scorpion on his head. His Supernova was able to turn his lower half into a scorpion-like form, with a demonic stinger at the tail's end, and his lower arms became scorpion claws. His face changes into a more evil form, with razor sharp teeth, a smaller tail on the back of his head, and his eyes could fire acid from them in this form. JT was the most effected by what Vilgax told them, but he never felt comfortable with Ben's attitude before Diagon's attack. More than ever he wanted to put Ben in his place.

Emily was a quick study, but having to relearn how to walk, as well as learning about her new powers made her the last to master her abilities. As Dark Sagittarius she wore black pants, spiked armored boots, a armored chestplate with shoulder pads, a bow on each arm, and a helmet that covered all but her mouth and chin, which was covered in a grey mask. On her abs she wore a griddle that had the Sagittarius constellation on it. The overall look was black with purple and lavender highlights, with purple wings to complete the look. Her Supernova lets her control a whirlwind that she can use as she sees fits.

Vilgax was pleased by how fast they learned their new forms' uses! Plus, since they were Ben's friends, or in Emily's case his ex-girlfriend he would not be able to fully fight back, giving them the edge. But little did he know a young boy was watching him right this moment. When he had recorded enough Jimmy Jones ran out as fast as his little legs could carry him. 'Ben is not going to be happy about this' as horrible thought ran along with his internal monolog.

Later in the evening...

JK was able to dodge a bullet that day during the three on three battle that ended in their favor, but he wasn't sure the next ones would be looking up for them. Ben was on his last legs, with noticeable bags under his eyes, paler skin and greasy hair. Plus his jacket, shirt, jeans and shoes have seen better days, as they were on the verge of falling apart, with large holes in them all and in the cases of the shirt and jeans bloodstained as well. As Ben limped to the dinner table JK felt quite bad for the Plumber. "Hey, Ben-san, are you sure you're able to keep fighting on like this? You look worse every day and we're all worried about you" JK's words held more truth than Ben would like to admit. He didn't like the fact that the KRC was tending to each and every little mishap he got into. It wasn't something Ben was used to, as he kept expecting Gwen and Kevin to rip on him for being careless, stupid, that sort of thing.

But deep down he was grateful for their help. "I'm cool. It's not like Vilgax is going to give up that easily. I'm always on call when it's hero time!" His response was more a croak than a heroic declaration and he knew that he was on his final hours of life. The mood was somber indeed as everyone was crying about the cruel fate that Ben was handed.

Still JK needed to do something important and while now wasn't the best time, it had to be said. "I'm sorry about insulting your hard work, Yuki-san, Erin-san. I should have been more thoughtful of your feelings on the matter. Can you ever forgive me?" he asked, his voice cracking from both his guilt and the stress of Ben dying right in forth of them.

"Of course we do! To be honest we weren't too sure about using the waterbear anyway" Yuki admitted to her younger friend. "I wanted to use a bunny rabbit as out mascot, but Erin wasn't sure that Manny would like that idea" She had to stop as she fought back tears, the thought of this poor boy dying before his time was too much for the normally happy-go-lucky teenage girl.

Erin stood up to finish what Yuki wanted to say. With her blessing she continued. " We both want you to know while we admittedly overreacted to your words, you were a tad harsh about our hard work. But friendship is something that, thanks to Gentaro-san, a thing of true beauty and we are lucky that we all had this brave boy to not only both bring us closer together, but bring to light our faults and help us work on them so that we may become better people. I hope we'll always be friends" as Erin and Yuki hugged their friend, which made JK happy for two reasons: One, because he got to be hugged by two cuter older girls and the more important reason was that despite all that happened during the month their friendship was stronger than ever before and he was forgiven for snapping at them, although he never intended to hurt their feelings. He then hugged them back as the emotions came flooding out.

As the three sat down Manny dinged a spoon against a glass to get everyone's attention. "Since I'm not sure Ben's gonna make it past the week I felt we should let him know just how much he means to us all" His tone was somber and serious, a far cry from his normal rowdy behavior. "Gen, I'll let you go first, since you grew closest to Ben" Gentaro got up from his chair and began to give his speech.

"Ben-san, I gotta admit I was acting like a ass when I got here. After seeing how you were before I was so blinded by my anger that I was willing to let my friends get hurt. But after seeing how much you've grown and continue to do so, you became a friend to not only me, but my friends as well." He then swallowed hard, trying to moisten his dry throat and continued. "But although you're not doing well you still wish to help out others and have made all of us welcome in your world. You truly have the soul of a Kamen Rider" By now Gen was crying his eyes out, the final part about to begin. "Saying goodbyes are like fractures of the soul; it hurts for a while, but once it's back together it's stronger than ever before. We're...we're friends. Forever...no matter what" Ben was touched by Gen's word's and finally he felt like they were friends. The both of them got up and did Gentaro's special handshake to show to everyone that now they were more than partners. They were best friends.

Yuki was up next. Batting a lock of hair out of her face she began her part. "Ben-san, when I first came here I was not myself. But after you saved me you took the time to let me heal, both mentally and spiritually as well. You were always willing to help out anyone in need, and you always loved to listen to us when we wish to share our dreams, never judging us and giving us hope that we can make them come true." Yuki was by now having trouble reading as her tears were clouding her vision, but she kept on going. "In fact you still are that kind, loving boy we met that day ago. On behalf of all of us I wish to thank you for saving not only us, but our friendships as well." When she finished Yuki gave Ben a salute of thanks to Ben as did JK and the other former Switchers. Soon Yuki was crying up a storm, as Gentaro stroked her head to try and comfort her. She was thankful she has such wonderful friends, but the fact that one of them was dying was too much for her to take. Erin, Ran, Tojiro and JK were crying as well, the emotional pain being too much for them.

Julie did the final part of their speech. "Ben, when we met during that fateful day I knew you were more that other boys your age. Sure we had some bumps on the way here, but we worked our way though them and grew stronger because of that. I think I speak for everyone here that you have grown up a lot during this time. I wish we had more time together, because I...I...I LOVE YOU! Oh Ben, it hurts too much to think about what's happening to you! Why must it be you and not Albedo?!" She couldn't handle it anymore and tore out of the room in tears, as she fell onto the couch and sobbed.

Ben wanted to go to her, to tell her that things will pick up and that they will have a wonderful future together. But he knew that might never happen now, not with the handywork of Albedo's shoddy work killing him slowly and painfully. As Yuki and Ran went over to try and lift Julie's spirits he got a call from a person he hadn't heard from for some time now. "Y'ello, this is Ben Tennyson speaking. May I ask who's calling?" with a somewhat curt tone in his voice. Soon the caller answered him.

"Ben, it's me, Jimmy! I know you don't like being called during dinner, but I found out something super scary about Vilgax! Come to the computer right away and I'll fill you in on what I found out!" his voice full of panic. Ben knew that Jimmy was trustworthy so he excused himself and went to his room and soon he was on FaceTime with Jimmy.

About ten minutes later...

"OK, so let me get this straight. Vilgax is trying to get people to Switch on these Dark Switches he made from the Horoscope Switches so he can draw upon this...what did you say it was again" Ben loved Jimmy like a little brother, but since he was the one that blabbed about his secret identity he never fully trusted him. Sure he was a big help during that space plant attack, but still what he did was illegal, although he never intended for Ben's life to fall apart like it did.

"I'm telling you, it's really bad! He's trying to gain all the power of the Black Zodiac, the tortured shadowy side of the Light Zodiac!" as he tried to calm himself down, but the words came out faster than Jimmy would have liked. "You're thinking that Vilgax just gave these Switches to random people, but there's a pattern to his madness this time! Each Zodiac sign has a Black Zodiac counterpart. Somehow Vilgax used the last vertices of Diagon's power to empower the Horoscopes Switches so he can get each user to draw upon these dark energies and store them into the Switches, although he never told any of them other than Pysphon. I was able to sneak in from time to time as his base is not too far from where I live, although he knows someone was spying on him by now." Ben was furious and Jimmy knew it.

"You snuck in by YOURSELF?! How stupid are you?! You have no idea how lucky you are right now! Vilgax is dangerous, Jimmy! Please tell me you'll never, EVER, do something like this again!" Ben raged at the younger boy. Jimmy was more than a bit shaken by Ben's outburst, but he knew he had a valid point.

"Sorry Ben. So, here's the info I was able to find on the Black Zodiac:

Aries's BZ version is The Selfish King. People who have this sign are greedy and prone to arrogance. It's represented by Marduk. The selfish king rules in order to receive all victories for himself. Driscoll was the best suited to be Dark Aries as he embodies these traits.

Taurus' is The Slain Demon. People who have this BZ sign are filled with malice and tend to be braggarts. It's represented by Kingu, who was slain by Marduk according to Babylonian myth used his blood to make the first humans. The Slain Demon inflates the truth to gain the upper hand. That fits Zombozo to a tee.

Gemini's is The Viper. They tend to kill with words as well as venom. They're sociopaths and love watching people die slow, painful deaths. That can only be one person: Will Harange!

Cancer has The Snake as its BZ sign. Deceit and treachery are its calling cards. While often underestimated the belly crawling snake takes advantage of others, then during their weakest moments crushes the life from them. Argit fits the profile of the Snake quite well.

Leo is The Lady of Battle. It's represented by the Queen of Satan herself, Lakhamu, warrior goddess of evil! If provoked they can be murderous and they tend to be rather prideful of themselves. Cash is the one best suited to be Dark Leo. I'm sorry, Ben.

Virgo is The Whirlwind. Their fury is directed at all who stand in their way. They destroy out of ignorant will towards all who stand in their way. They also suffer from aggravation and tend to be hypocritical. Charmcaster is a Whirlwind or from what you IM me about, was.

Libra is The Ravening Dog, who represents 666 itself. Accusative as well as insane they attack first and ask questions later or not at all. Psyphon's totally that way.

Scorpio is The Scorpion Man. Suspicious and deadly, their sting can cause a tortuous death. Sinful and abusive they like to attack at the weakest moments they can find and hold grudges like you wouldn't believe! JT is the one who best embodies the Scorpion Man.

Sagittarius has The Hurricane as its Black Zodiac sign. Will Withhold their emotions until they erupt, then they will blindly destroy everything around them! Their hearts are filled with hated toward those they fell wronged them in the past and they're destructive and lacking moral conscience of their darker actions. Be careful Ben, Emily's the Hurricane we're after.

Capricorn has The Fish Man for its BZ counterpart. They draw power from others and their cunning allows them to get close enough to do so at will. They're dangerously powerful and cunning and have leeches as their representative. Aggregor is our Fish Man, or was since he bit the big one.

Aquarius is The Horned Beast. The Horned Beast is abusive and controlling to those dear to him. The horned beast only shows the side of his personality to gain complete control of his minion. Multiple personalities used to manipulate. They're manipulative and confusing like you wouldn't believe! I'd say Darkstar's the best suited for the Horned Best, right?

Finally, Pisces is The Weapon! Blinded by anger, they will attack when their way no longer works. They're narrow-minded and suffer from impulsiveness. Overlord was the best Weapon Vilgax could ask for"

Ben was stunned. Here they all thought Vilgax was picking people at random, but there's a pattern now! Worse Emily, Cash and JT are in terrible danger right now! He had to get the others and save them, both from Vilgax as well as themselves! "Jimmy, stay here. We're on our way over so don't go out until-"

Ben never got to finish his order. A explosion rocked Jimmy's side and then the screen went black. Ben hollered at Jimmy to answer, but in his heart he knew the truth: Vilgax had found out about his little outings and had silenced him with extreme prejudice.

Ben buried his face in his hands and sobbed. It's bad enough that Vilgax was killing off his old foes, but Jimmy and his apartment as well? This was too much, a nightmare he wished he could wake from and start a new day. But Ben knew that Vilgax had gone too far gone to even bother to save. Soon a though went into his mind and although it did frighten him he knew it had to be done.

He must kill Vilgax once and for all.

It was times like this Ben wished Jetray was a little faster. He had no idea what fate befell Jimmy and just the thought of something bad happening to him was too much for Ben. Tearing though the night sky he saw a sight that would be burned into his memory forever.

Jimmy's apartment complex was nothing more than a smoldering wreak, body bags and emergency vehicles were all over the place. As Jetray landed he ran to where a small body bag was. To his horror the tag on the foot read: Jimmy Jones. The manta ray alien cried out in sorrow, into the cold night sky.

Later, when all of the chaos had subsided...somewhat...

Ben sat down and cried for who knows how long. Jimmy was innocent of all of this and Vilgax went too far, even for his standards. Soon Manny landed by Ben, and he stopped shedding tears to see his largest friend.

"I never thought one of my enemies would go this far for revenge. Because of the fact I was the one to stop him over and over again, everyone in that building is dead. All because of me" The words Ben said were of a profound sadness, something Manny never thought possible from the Omnitrix wielder. "I was so ready to have things calm down after Diagon's death. To have life be simple, fun and exciting, not this chaotic scramble. If only I could go back to that simpler time..."

A month ago, when Ben gained the True Omnitrix...

Azmuth was going over all the new features of his greatest work ever, with Ben being all ears. But soon after all the other things were said and done Azmuth had one more thing in store.

"As you are aware of, when you first gained the Prototype Omnitrix it changed you clothing to better suit your alien forms. However this feature was locked when it recalibrated, leaving you with the default forms. This carried over to the Ultimatrix, which has proven to a utter failure! Albedo is nothing but a fool for tampering with forces beyond even my understanding and now you're paying the price for his idiocy!"Azmuth calmed down after a calm speech about the Omnitrix went to his issues with Albedo. Clearing his throat he continued on. "Forgive me, Ben. My behavior was unprofessional. Now then, since my Omnitrix has a customization feature I wanted to know if there was anything you wish to change about the appearance of your alien forms"

Ben was thrilled! "Dude, of course I wanna try it out! Gotta go hero in style, right?" as he fidgeted from his excitement. Soon the two were on at their work, making the new Omnitrix as much a part of Ben as his heroic soul.

Ben kept Wildmutt, Stinkfly, Grey Matter, Ripjaws, Ghostfreak, Cannonbolt, Wildvine, UpChuck, Ditto, Way Big, Swampfire, Jetray, Big Chill, Chromastone, Goop, Rath, Water Hazard, Ampfibian, Armordrillo, Terraspin, NRG, Fasttrack, Clockwork, ChamAlien, Eatle, Spitter, Buzzshock and Articguana the same. However there were a few changes to the others, apart from Alien X who couldn't be changed.

Heatblast was now more muscular with raised shoulder armor. Diamondhead was no longer was formed from the purple stones that Chromastone shared with him, as he was now wearing a green striped black shirt with black pants and a belt that was formed from the Omnitrix. XLR8 was muscular and all the white parts were now green. Fourarms now wore a green striped black workman's shirt, with the Omnitrix making a belt, with black pants that went around his ankles and he had spikes on his upper arms and head, with a handlebar mustache. Upgrade now was a mix of black, green and jungle green. Benwolf was redubbed Fangwolf and the outfit he wore was no longer white with black highlights, but black with green highlights. BenMummy was now Wrap Star, and the Omnitrix symbol now was on his belt, freeing up his chest for more attack opinions. BenVictor's name was changed to MagnoStein, the Omnitrix was now on his belt, and his pants now had green where there was dull silver before. Eye Guy had the Omnitrix placed back onto his belt, and his pants were now a more greenish-black. Humungousaur was now wearing black shorts with a sash made from the Omnitrix. Echo Echo had green highlights on his headphones, backpack, hands and feet. Spidermonkey wore a harness made from the Omnitrix. Brainstorm had a loincloth on him and his neckbrace was now more high tech and greener, with black and green stripes on his head. Lodestar gained a mouth that opened and closed when he talks. Nanomech became more tech-based in his design. Shocksquatch had changed a lot, as since Ben was near adulthood he had grown to his adlut form as well, being more slim and taller, with yellow fur and more muscle definition, with black shorts held up by the Omnitrix as a belt. Jury Rigg now wore a aviator suit with goggles. Needless to say Ben was quite pleased with the changes, as was Azmuth.

Present time...

But that was in the past now. Ben had no idea what do now and Manny didn't know how to help him, when Vilgax landed right in front of their shocked faces.

"Such a pity about these people. Some hero you claim to be, Tennyson" he mocked the dying hero, a cruel smile forming on his lips. "Oh, and don't worry about your friends Emily, JT and Cash. They will be my responsibility from now on. I won't worry too much about that. You should be more worried about yourself!" as Dark Sagittarius, Dark Leo and Dark Scorpio walked up to Ben, spoiling for a fight. "AH! my dear friends have come to greet me. But it seems that they no longer like you, Ben. I'd be more mindful of what I would say during my next life, but I doubt what I said would have a chance to sink in. Farewell, Ben 10." As Ben was puzzled by his words Vilgax flew out, leaving both him as well as Manny at the mercy of the final three Dark Horoscopes.

"What did he mean by that? What did he do to you?" Ben begged of them to answer him, that Vilgax only changed their bodies and not their minds. But as with a lot of Vilgax's schemes he would have no such luck this time as when he walked to Emily she punched him right in the eye, sending him onto his butt.

"Save it. We know about the cruel thing you're said about the people of Vilgaxia. You always were so full of yourself, too damn proud to admit you're a utter failure as a human being. Now it's time for you to die." Emily stated, her tone a mix of bitterness, sorrow, and anger. Ben was upset that his friends now wanted to kill him! Not joke about it, as Kevin tends to do, but actually do it! He barely had time to find cover before Dark Sagittarius unleashed a storm of Cosmic Energy arrows at his direction. While the rumble did offer some cover the heat of the arrows burned his jacket, setting it ablaze. Ben was forced to rip it off before it burned more that his back as he selected Swampfire, but before he could counterattack JT struck him with a roundhouse kick, making the alien land on the back of his head.

"I wished it weren't true, that you were the hero everyone believes you to be. But the signs were there, clear as day. I can't let you leave here alive, Ben" Dark Scorpio whispered as he tried to sting Ben, but the enhanced reflexes of Swampfire allowed him to roll away, making the stinger strike the ground instead. "You always were a coward! You never wanted to face your problems by yourself and you're still the same way! I'm sick of it!" Ben never heard JT lose his temper like that before. It frightened him so see such a good friend lash out like this.

"It won't do you any good to beg for mercy. Now we know that Vilgax is the true hero" Dark Leo snarled as he brought his sword over his head, but he was kept from killing Ben by a Big Clap from Manny. "WHY DO YOU INSIST ON HELPING THIS FOOL?! HE IS AS MUCH YOUR ENEMY AS HE IS OURS!" he raged at the four armed Plumber's Kid, but Manny replied by firing all four of his laser guns at the Dark Horoscopes, burning them and forcing them to fall back. Manny then turned to Ben as he reverted to normal form.

"I hate Vilgax as much as the next guy, but C'mon, man! That was cold, telling the poor bastard his world was wreaked like that!" he snapped at Ben, causing him to winch from how loud his voice was. Manny chuckled as he didn't mean to hurt Ben like that. "Sorry, Ben. I know you've been workin' hard on bettering yourself, but I have a terrible time controlling my temper. To be honest I've been acting like a ass too. After Piece died Helen was a total wreak. I should have helped her, but it got to be too much for me" He then hung his head in shame as he told Ben the story of how things fell apart between him and Helen.

Two months ago...

"IT'S ALL YOUR FAULT! IF YOU NEVER GAVE HIM THE IDEA TO USE A ID MASK TO GO ON A DATE THEN HE'D STILL BE ALIVE!" Helen exploded at her partner, he features contorted from all her rage. It was just two weeks since Pierce died and even since then things have been quite bad for Manny and Helen. Lately it seemed that they would fight all the time about everything and Manny was getting sick and tired of it all.

"Look Helen! Pierce wanted a life outside of Plumber business and you know it! How was I to know the Forever Knights would attack him like that? You can't lord over him forever, you know!" Manny retorted, causing Helen to fume at the Tetramand.

"I know that he wanted a life outside of what we do, but even if he survived it would have never worked out between those two! But you were always too stubborn to say you're wrong and he paid the price for YOUR stupidity with his life! He was my brother and you just as much killed him as the Knights!" she sobbed. Manny could stand no more of this. He would regret it later, but in anger he slapped Helen to the ground, causing a bruise to form on her left cheek.

"SHUT UP! YOU KNOW I CARED FOR HIM TOO, BUT YOU WERE ALWAYS TOO DAMN BLIND TO SEE THAT! HE WAS LIKE A BROTHER TO ME AND I KNOW AS MUCH AS HE LOVED YOU, HE WANTED TO LIVE HIS LIFE TO ITS FULLEST! NOW I KNOW THAT THE FOREVER KNIGHT THING HAS US ON EDGE, BUT IF YOU DON'T WANT TO FOLLOW MY ORDERS, THEN GET THE HELL OUT OF MY FACE!" Manny then caught himself as he finished screaming at the female raptor alien, and he felt horrible about what he did to her. "Look Helen, I didn't mean that. It's just losing Pierce was just so painful to me as well. Please find it in your heart to forgive me, Helen"

But his apology fell on deaf ears. "Just go. I can't even stand to look at you. Go away and never darken my doorstep again, you monster" Helen's words were filled with venom and it hurt Manny to hear that coming from the girl he loved. Turning away as he was about to leave she snarled "I HATE YOU! LEAVE ME ALONE!" and then sobbed as he left her alone to her thoughts.

Now...

"Wow. That was pretty harsh, dude. So all this time you were avoiding Helen because you couldn't take the pain those memories were causing you. When all of this is over you have to go to her. She needs you more that she lets on. You don't want to do something you'll regret you whole life like I did" Ben calmly told Manny. He was pleased to hear a comforting opinion on his matters with his partner. He would do that for her, IF they can survive the attack from the three Dark Horoscopes.

As they closed in on them Manny started to panic, but Ben was calmer than he normally would be. He welcomed death if it would save his planet from Vilgax's wraith. But to their shock someone knocked them back, giving Ben and Manny breathing room, as the form of Fourze rocketed towards them.

"You didn't think you'd get away that easily. That green flash you when you transform did make it easy for Yuki-chan to track you. We're all sorry about your lost, but you can't do this alone. You need us as much as we need you!" Fourze shot at Ben. Ben was touched that his new friends were always willing to help him out, no matter when and where. Nodding to show he was alright Fourze gave him the thumb's up to show that he would always be his friend, as would the others.

"I gotta admit you guys are smarter than you let on" Ben admitted to the Kamen Rider Club. Ran walked up to where he was and said this to him.

"Age is only part of what makes us wise. It also takes experience and study to make us truly wise in this world. That's what my Aikido teacher taught me. It's also something I wished more people understood" Ran responded. Ben was quite pleased to hear something so kind for this girl. She had been so distant from him he was worried that she hated him. But as it turned out she just needed the time to get to know him better.

JK laughed at the reaction Ben had to what Ran said. "Our Ran's a textbook tsundere, all right" as he placed a arm over her shoulders. To his surprise however she didn't throw him as she normally does.

In fact she was quite OK with this. " It's not the most flattering statement about me, but it is accurate, JK-san" as she gently removed his arm from her person. "Thank you for willing to learn more about me before judging me. It's been so long since I was able to trust an older student like this. You all are truly kind people" When she finished she smiled her brightest smile, which made the group quite happy.

"Our goal is to make sure everyone can be friends. So that we can all trust and love one another and make this world a better place for all" Fourze happily interjected to Ran's earlier statement. But the good cheer would not last as Ben went onto a knee suddenly as he coughed up more blood.

"Ben-san! Hold on, we're on our way" Yuki cried out as she ran towards the prone form of Ben. He tried to tell her he was doing fine, but his body was telling them the truth: Ben didn't have long to live. "Oh, Gen-chan, what are we going to do? I don't want him to die. Please save him" as she did her puppy dog face. Fourze wasted no time and brought up the Medical Switch, using its power to summon the Medical Module. But no matter what he tried Ben showed no sign of improving. Yuki then started to cry, as Fourze held onto her as rocked her gently as she sobbed. "He's been so kind to us. He doesn't deserve to die",Yuki cried, as Fourze hugged her.

Erin and Tojiro were upset too, as Benn had proven himself over and over about how serious he is about his hero duties. As she looked up into the night sky she pleated, "If there's anyone out there who can help Ben, please, save him!" as she looked up at the star above in hopes that something will save their friend, as did Tojio, JK, Ran and Yuki. It hurt Fourze to see his friends like this. He wished that there was something he could do for Ben. But there was nothing he can do.

Meanwhile, in Earth's orbit...

A purple streak of light tore though the atmospheric layer of Earth. It's only thought was this: 'Hang on Ben. I'm on my way'

Back on Earth...

The KRC wished that the Zodiarts would leave them alone so they could help Ben. But the Dark Horoscopes would give no quarter to the troubled heroes. "If you're done whining about that brat Ben, then get out of our way!" Dark Sagittarius snapped at them, sending them back to reality. "Tell us why he is so important to you all. He's the reason the people of Vilgaxia are dead! Their blood is on his hands!" as she swung her arms out to the sides in fury.

Gentaro could take no more of this. "Vilgax abandoned his people in their time of need. He has killed countless innocent lives in his pursuit of power! He is not your friend at all!" he rebutted. "Friends should care about one another and support their friendship with trust, love, loyalty and understanding. Ben understands that better than anyone. He knows now that what he said was hurtful, but he's willing to make things right. If you can't see that, then you're not his friends at all!" Fourze was close to tears himself. He wasn't sure if his words reached them.

But they did. Emily was taken aback by what Fourze said to them and took a moment to think about what they were about to do. Then she replied, "You're right. Vilgax did attack Earth so many times and Ben always defended it, and he almost never asked for anything in return. I'll admit I always felt like a odd one out due to my disability, so I was desperate to gain any chance to walk again. I hope you can accept out apology, Mr. Fourze" as she extended her hand to shake his.

But Vilgax would have none of that. "How is it you can befriend people so easily?! No matter, I took the time to make sure these Dark Horoscope Zodiarts follow my orders, even until death!" Vilgax then pressed a button on his armored gantlet, sending radio signals that only Emily, Cash and JT could hear. Soon they were in utter pain as Vilgax brainwashed them into becoming berserkers, to the horror of everyone present.

"You are a total bastard! I can't believe you would do this to human beings!" Tojiro shouted in a uproar. " What gives you the right to hurt us like this?"

"EVERYTHING!" Vilgax exploded. "Ben took every chance I had to gain ultimate power. He defeated me over and over, plus he left me for dead. I had to suffer the idiocy of the Flame Keepers, and being a slave to their stupid god, Diagon! I earned the right to this, child! You have no right to tell me otherwise!"

JK went in to defend his friend. "Tojiro-kun has every right to say these things. You claim to be a great ruler, but you're more of a coward than I am" as he flashed him a somewhat cocky smile. That sent Vilgax over the edge.

"KILL THEM! KILL THEM ALL!" It took only these words from Vilgax to spring the Dark Horoscopes to action, D. Sagittarius fighting Ben, D. Leo battling Manny and D. Scorpio taking on Fourze.

"Emily, snap out of it! I know you're a good person!" But Ben's pleads were ignored by the rampaging Dark Sagittarius, as she fired off arrow after arrow of Cosmic Energy power fire. Ben went Heatblast to absorb the fiery arrows, but so far she had the advantage over him. She leapt up onto the buildings nearby and wall jumped up towards the rooftops, with Ben following her as they traded blows on the way there, both badly burning the other. But when they got up she gained the upper hand and heelkicked Heatblast down onto a roof, causing him to skid to a painful halt on his back.

Manny was having no better luck with Dark Leo. "You'd think you would learn your lesson from the last time you played with alien tech, Cash!" But his retort was not answered as Dark Leo slashed into his flesh, while making sure he could not counterattack. But Manny would not give up and slammed all four hands onto Cash's head. The blow did little damage to the lion Zodiart as he fired back with a lion's roar shockwave, making him crash into a building.

Fourze had just enough time to gesture the other Kamen Rider Club members to get to safety. Just when they were able to get inside, they saw that they were lucky enough to dodge Dark Sagittarius's arrow storm. Before she could fire off a second one Heatblast tackled her down and they continued their fight .Fourze breathed in a sigh of relief, but Dark Scorpio was soon upon him, lashing out madly with his clawed hands and tail. Gen placed the Fire Switch into the Driver to become Fire States, but JT was able to jump away from his flamethrower blasts like they were nothing. Dark Scorpio then tried to dive bomb Fourze with his claws, trying to gore the Rider, but his attack failed thanks to the Areo Switch, as the Module it summons allowed Fourze to high jump his way out of the attack's way, causing JT to become stuck on the ground below.

As he fought to free himself JT grunted and groaned like a animal. Soon he was free and angry enough to become his dreadful Supernova form, knocking Fourze away like a ping pong ball. As Fourze tried to get up Dark Scorpio lash out like a wild animal, bringing both his claws and Stinger down in a mad attempt to kill the Kamen Rider, who could do nothing but roll away from him, the attack just baring missing him.

Of course Vilgax knew that the others were helpless without the aid of their friends, so he took the time to knock down the door that kept them from the battle and closed in on them. Yuki recoiled in fear as he walked towards them, as Ran and Tojiro looked at him with hate in their eyes. Erin was the only one able to speak at that moment, since JK was curled into a ball in fear at that moment. "What part of 'We're not part of your insane quest anymore' did you not understand?" she crisply asked of the alien warlord.

Vilgax just smiled and open a box with the Dark Horoscope Switches for Gemini, Capricorn, Aquarius and Pisces. "Is anyone ever not a part of my plans? I know you all missed the power you had from these Switches. Swear undying loyalty to me, rejoin my army and perhaps I will spare your friend's lives" But the answers he got was not the ones he was expecting.

Yuki was first to answer Vilgax. As she swallowed hard she told him this:"It's true that I love space so much. Going to space has been my dream even since I heard these voices calling out to me. I want to go with my friends to greet them kindly, and to share our love with the difference aliens out there. But I want them to be proud of me and what I can do on my own, not with being forced to become a monster to prove my point. I want everyone to see the real me" as she brought her hands together. "I wish to remain myself and become friends with everyone! That's the lesson Gentaro-chan taught all of us!"

Tojiro came up next. "I always loved rock and roll. Ever since I could hold onto a guitar I wanted to share my love of music with everyone. But your Switch forced out a dark side of myself I didn't want to know about. I became willing to hurt others, just so I can get people to love the things I do. But thanks to my good friends I saw the light. Now I know I have to work hard and always strive to better myself, as that's the only way I can share my love of music with the world without hurting anyone. I don't need your 'gifts' now or ever! I'm goin' to be a damn fine rocker and you can't stop me! ROCK N ROLL FOREVER, MAN!"

Erin was the third to share her thoughts with Vilgax. "I was lucky to have a astronaut as a father, even though he never went into space. He is a kind man, with much talent in his field. But he never got to go into space since they thought someone more charismatic would be better suited to go. Ever since that day I never thought much of those who were always so cheerful and joking around all the time. That why went I met Yuki-chan I didn't really like her all that much. But soon I got to know that she shared my passion for space and then we got to know each other better. She also taught me a important lesson that I needed to know. It's not just talent that gets you your dreams. You must be kind and understanding and have a sense of humor, so that when things go wrong you can bounce back from them and become a stronger person for it, something my father never really learned to do." She then placed Yuki's hand in hers as she closed them together in friendship, then turning her face back to Vilgax. "That is why I cannot take back the Switch in good reason. I wish to achieve my goal fairly and without your help" she boldly told him with a stony look in her face.

Ran was the last to go. " I never cared for bullies all that much. After my upper classmen tormented Haru so much that he was so sad, I closed my heart to everyone else and began to hate my older classmates. But I was smothering Haru with my need to protect him and I made him feel weak, perhaps more so than the bullies themselves. But thanks to the Kamen Rider Club I learned to reopen my heart to others and I was able to save my friend from himself. Soon after I made many new friends and gain a stronger bond with Haru-kun. Then when you kidnapped us and turned us into monsters my heart sank. I was being forced to become something I hated: a bully. But once again the Kamen Rider Club saved me as well as my friends as well." Soon after she said these things to Vilgax she pointed at him with a angry glare. "I wish to stay as I am, a human who loves and cherishes her friendships! I doubt you even know about that or cared about friendship at all, for that matter" she declared.

Their word brought new courage to JK, as he uncurled himself and joined them in their defiance of Vilgax and his false promises of power. "We will never join you, squid face! The Kamen Rider Club stays together, no matter what happens!" JK shouted at Vilgax.

Then all five of them did the "Uchuu Kita" pose and catchphrase that Gentaro loves so dearly. This was too much for Vilgax to tolerate.

"SPACE IS ALWAYS HERE, YOU STUPID HUMANS! IF YOU DO NOT WISH TO SERVE ME, THEN YOU CAN DIE BY MY MIGHTY HAND!" as he fired off a Ruby Ray at them. The poor KRC was too scared to move away from the blast, as they feared the worst was going to happen to them. But the laser never reached them at all. Something blocked the killing blow from reaching them. "What is this? Who dares to defy the rule of Vilgax?" he angrily demanded.

To the shock of everyone there a woman of about 60-ish stood in Vilgax's way. She wore a purple business suit and had her hair in a short style that hung freely in the wind. But the odd thing about her was she held up a purple energy shield like it was nothing at all.

"Who are you and what connects you to Ben Tennyson?!" Vilgax demanded of the odd woman. She just smiled and shook her head at his childish outburst.

"You don't need to know my name, but you do need to know this" Her eyes grew harsh and gained a purplish-pink glow to them. "Stay away from my grandson, you damn monster"

A few seconds later...

The night's calm was shattered by the howls of Vilgax, as he soared though the air in pain, as his body burned with mystical fire, the nine other Dark Horoscope Switches following close by, burning as well. Soon he flew out of Bellwood and out of sight as he crashed into the ruins of Los Soledad.

A few more seconds later...

Everyone was stunned by the power this woman wielded. They were shocked that she held more power than even a Kamen Rider, perhaps more than Kuuga! Soon she turned to the frightened group as her eyes returned to normal. "Don't worry, kiddos. I won't hurt you. It's just I could see that Vilgax is playing around with things he shouldn't be. Diagon's power being the main thing. I couldn't just leave this planet to fall under the Dark One's rule again, so I came back. I'm glad you were able to become friends with my grandson so quickly. But this thing about him dying is something you don't quite understand all that well" she told the group in a gentle tone, with a whimsical undertone to her statement.

The KRC wasn't sure just what this woman was going on about. But she knew ahead of time that they wouldn't know. After all they are guests here in this dimension.

"I know you're not from around here. You can't fool a fully trained Anodite that easily. I can sense your mana is not the same as everyone else's. But don't worry, I won't hurt any of you." She then placed her hands on her hips and continued on. "Now then you're all wondering why I know about Ben's little problem right now. It's simple really" Her face faulted as this was not a memory she wanted to recall. "It's because I've dealt with this before"

Back at the house Ben and the others are staying in...

Julie was worried sick about the others. Ben flew off in a utter panic over Jimmy and the KRC went after him as well, although Gen did call Emoto over so he can watch over the house with Julie. Truth be told, she wasn't too thrilled with the idea, but with Ship with Gwen and Kevin offworld, what choice did she had? Soon Emoto pulled into the driveway and stumbled out of the car, out of his usual clumsiness.

"Forgive my coming at this late hour, but I have those test results you wanted on Ben" he said as he pulled out a disc with Ben's latest medical history. Julie soon placed it into her laptop and was stunned by what she saw. In Ben's blood were these things that look like little landmines.

"Who on Earth could have done this?" she gasped as she covered her mouth in fear. These machines look like something out of a nightmare and there they were, as clear as day in front of their eyes!

Emoto wiped his glasses as he went over the data. "So far all I was able to prove is that these are not from your universe, nor mine as well. But judging by how they're reacting to Ben's DNA they may not be compatible with Ben's genetic coding. It would seem that they react violently every time he changes form, more so when he went 'Ultimate'. I would imagine that after trying to 'correct' Ben for so long their programming has been irreversibly corrupted and are now breaking down his DNA to its base level. Ben was never meant to have these in him at all" he stated, but his face held the same look of horror as Julie's. "Now they are on their final stage. I doubt Ben will live throughout the night. I'm terribly sorry for your lost, Miss Yamamoto" Julie then broke down completely and sobbed uncontrollably on the table.

As he sighed out of frustration out of this hopeless situation he told Julie, " But there's one factor I hadn't counted on. There's alien DNA in Ben's coding, but I have no idea where it came from" as he wiped the sweat off his brow. 'Just what are you, Ben Tennyson?' he thought as he sat by the sorrowing girl.

The Ruins of Jimmy Jones' apartment...

"Wait a minute, you're telling us that Ben's your Grandson? Then why doesn't he have your powers?!" Tojiro exclaimed to the alien woman.

The older woman chuckled and went on to explain what was going on. "First off, I should have told you my name. It's Verdona Tennyson. I'm Max's ex-wife, if that's the answer you needed to hear first. Second, I'm a Anodite, a creature of pure mana. We're capable of reproducing with just about any alien species in this universe, although the chances of the offspring getting our powers is painfully slim. So far only my Granddaughter Gwen has the 'spark' to use these powers, but she needs much more training to use them to their full potential" she monologued in a cheery tone of voice.

However that still left one thing needed to be addressed and again, Tojiro was the one to interject. "If Ben's part alien from birth, then why's he dying now? It that because he lacks this spark?" he asked Verdona in a blind panic.

Again, Verdona had the answer. "No, even if a Anodite's offspring lack the spark they still live full lives. There must be an unknown factor at work here that's causing Ben this much pain, but since we Tennysons don't like to share much about ourselves his condition has been misdiagnosed all this time. But I have no idea what it is that's doing this to my Ben" she choked out, letting them know that she loves her grandson and wishes as much as they do what's causing him this much pain. Then Julie called Yuki on her cellphone and she did not have good new regarding Ben.

"Guys! Professor Emoto found these creepy nanobots in Ben's bloodstream! We think it may be the cause of his problems, but we were able to find only one way to cure him of this." Julie half-screamed into the phone out of panic, but Yuki was able to get the idea of what she was saying.

"What is it then? I hope it's something that doesn't hurt Ben too badly" Yuki whimpered.

Julie sighed out of sadness. "It's far worse than that. We have to kill Ben to purge his system of these things. I hate the idea too, but if they're allowed to simmer in Ben any longer then they'll expel out of Ben and infect everyone on Earth, including you!" Julie then started to cry again, as did Yuki. "I wish there was another way, but there isn't. I know Ben would hate himself forever if he was causing people so much pain and he couldn't do a thing to stop it. He would want it this way." Before Yuki could reply she hung up and began to cry hard, as Emoto was left with no idea on how to help her.

Back to where the KRC was, Yuki was sobbing too. But she still had a job to do. "Julie-chan says he have to kill Ben to stop these nanomachines from taking over every living thing on Earth. Oh Verdona-sama, I'm so sorry about this" as she buried her face in her hands.

"I'm sorry too, kiddo. But Ben is too much like his grandfather at times, always willing to give up his life in the greater good. That's part of why I left him. Knowing that he would die for this universe was too much for me to take. But I'm glad Ben has such great friends like you" as she hugged Yuki. "I hope Ben is able to save his friends before his time comes"

Back with Ben...

Heatblast was losing his battle with Emily, AKA Dark Sagittarius. To think that all this time such a sweet, caring girl had such ANGER in her heart. As he frantically tried to dodge her arrows, a few managing to hit him dead on, he never gave up on trying to reach the girl that he once loved.

"EM! It's me, Ben! Try and fight the hold Vilgax has on you! This Zodiart thing you are, it isn't really you!" he called out, but she was blinded by sheer hated, Vilgax's brainwashing submerging all other parts of her psyche. It didn't help things at all when the Omnitrix timed out, leaving Ben helpless before the wraith of Emily.

Ben frowned at the piece of alien tech he wore on his wrist. "I guess I pissed off Azmuth more than I thought" he thought outloud. Soon he was on the run, leaping from rooftop to rooftop, hoping to stay at least one step ahead of this opponent.

Fourze's side of the battle...

Fire States was doing a good job keeping JT away from the populace, but other than that, it wasn't really helping Gentaro. Dark Scorpio was too wild for Gentaro's tastes, as he wouldn't give him a slight break to switch to another form. Cosmic would be Sugoi right about now. "JT-san, I don't know you all that well, but you are not a savage beast. You're Ben's friend, and deep down you know it too" Gentaro never liked hurting people at all, preferring to settle things peacefully. But Zodiart Switches bring out the worst behavior in their Switchers, leaving him little choice. While he knew the other Kamen Rider Club member hated seeing their classmates get hurt too, he often worried about the odd chance a dear friend would be tempted by a Switch's power, like Tomoko nearly was. That fear came true when Vilgax came to his world and forced not only his new friends Tojiro, Erin and Ran to become mutant monsters, but he strong-armed Yuki, the girl of his dreams into being a Horoscope as well. Worst of all, only Yuki, Emoto-san, Tojiro, Erin and Ran survived the experience. If only JT could see the light of friendship once again, then he could settle things with Vilgax once and for all.

JT, as the brainwashed Dark Scorpio, kept lashing out in his Supernova form, missing due to the simple fact that since he could no longer think for himself he really can't plan his attacks out. To make things worse than they already were, he was in danger of self destructing from overuse of his Supernova powers. Though Vilgax failed to inform JT of that factoid, and so he kept at his dark duty, trying to kill Kamen Rider Fourze. A strong tail whip knocked Fourze out of Rider form and back to being Gentaro Kisaragi, the boy who wishes to make friends with everyone at school. Though he was human now, his fighting spirit was the same as always as he charged right at the monster that was JT, willing to continue the fight.

Manny's side of the battle...

Manny however was doing quite well on his side. Dark Leo missed a killing strike on his head, letting the Plumber's Kid get some good hits on Cash. With a steady stream of jabs, uppercuts, body blows and haymakers he forced the Dark Horoscope back against a wall. Taking advantage of this development he held Dark Leo's arms with his lower arms and kept punching D. Leo's face with his upper ones. "Aw yeah, who's the big cat now, huh?" as he went about punching Dark Leo's face more. He was so engrossed in this that he failed to pay any mind to a giant finger tapping his shoulder. Turning around to see who it was when it got to be too much for him he shouted "WHAT?!" but soon turned pale when he saw the giant form of a evil warrior amazon. Swallowing hard he meeped out "Crap" as the Supernova power of Cash threw him down into the sewers.

Now that he was free, Dark Leo went about attacking Manny, this time flanked by his Supernova's ability to summon a energy based statue of the Queen of Satan herself, Lahamu. Manny was angry that his energy pistols had overheated, leaving him no long ranged attack to level the playing field. He didn't like running away from a fight, but he knew when he would lose a fight and turned tail and retreated until his guns cooled down. As his heart beat against his chest he cursed the fact that Dark Leo and his crummy statue were able to keep up with him. So he ran for his life with all he could still muster, but he knew he couldn't run forever. Whining out "CCCcccrrrraaaapppppp!" he sprinted as fast as he could, the two monsters clipping at his heels.

Back to Ben's side...

It was times like this that Ben admitted to himself that he HATED Gwen and Kevin at times. Sure they always were looking out for him and they can be nice at times, but they were more often than not critical of his choices. Plus they weren't very focused on hero duties as he was some of the time, preferring to kiss and cuddle. How he wished for a better partner that those two! The Kamen Rider Club was a great help, but they weren't able to fight the things Ben has to battle with. Julie was a good fighter, but that was in part of Ship's powers allowing him to form a suit of armor for his girlfriend and he was offworld with Gwen and Kevin. As was it tended to be with his luck the Omnitrix recharged just when he ran out of rooftop to go to. As Dark Sagittarius closed in he tried to dial in Magnostein, but with his vision clouding he selected something new. It looked like a gorilla made of building blocks, its colors being red, yellow and blue. Looking at his hands he muttered "OF all the times to shake down a new guy!" Ben shrugged it off and went into a fighting pose as he boomed out "All right, Emily. Let's see you play with Blox."

Emily fired off two arrows at Blox but while parts of him were knocked off he felt no pain as he regenerated the damaged parts. Smiling about the world of possibility he had with this new alien, Ben quipped "What's the matta? Don't wanna play with Blox?" Emily tried to punch Blox in the face, but he reformed into a crude rug of sort as he shifted her up into the air then twirled around in a mock tornado of sort with his shape shifting ability, then when he over her he went back to his default form and with a two handed punch sent her back down to the cold concrete below.

Turning the Omnitrix off to recharge Ben smiled at how awesome Blox turned out to be! "I am so going to write Azmuth another thank you note! This is perhaps the best Omnitrix ever!" he sing-songed in jubilation. Of course being the hero he is he called up the KRC to see how they were holding on so far.

Kamen Rider Club, ground level...

Yuki's phone rang loudly with the offvocal version of her popular song "Hayabusa-kun". Since they were in hiding right now she answered right away. "I'm sorry, but I can't talk right now. Could you call again at a better time?" she polity asked of the unknown caller.

"Yuki, it's me, Ben. I was able to get Emily off my back. How are you guys doing?" Ben asked, wheezing as he was out of breath at the moment. Even just talking on the phone was taxing on his already frail body.

"We're doing OK, I guess. Someone saying she's your grandma is here with us. To be honest she kinda scares us" the space otaku whimpered. There was something a bit odd about this woman and it frightens the Kamen Rider Club to no end. Still Yuki was able to hand Verdona the phone.

Instantly her mood improved as Ben was her second favorite grandchild and it's been so long since she talked to him. "Heya kiddo! I really wish I could call you at a better time. From what Julie told your friends we have to kill you to get rid of these nasty little buggers in your bloodstream" Verdona sighed sadly about this horrid news. It's never easy when you know you'll outlive your grandchild and Verdona knew that well. She collected herself and asked Ben a important question. "Just where did these nanites come from, Ben?" her tone being inquisitive.

Ben went on about how Alpha Nanite attacked Ben's home dimension and how both of them were sucked into Alpha's homeworld during their fight. Soon Ben met with Rex, a former agent of Providence, a taskforce assigned to contain or kill harmful EVOs, creatures formed from faulty nanites. Ben continued on about how Rex could cure these mutants, turning them back to normal. While their first meeting was rocky they soon hit it off and were able to contain Alpha once again in the Null Void. What Ben didn't count on what how angry she got over this latest news bit.

"You mean to tell me that these people made nanites that they couldn't fully control? And that you were infected by them during your stay? How dare they be so foolish to fool with things beyond their ability to understand!" her voice shaking from her barely contained anger about this injustice. "I'm going over to Rex's dimension and settle their hash!" as she crushed the phone and teleported to Rex's world, leaving the Kamen Rider Club at the mercy of Dark Scorpio, who had managed to give Fourze the slip. As the giant monster that was once JT approached the terrified club members they were all wondering one thing and that thing only:

Is Gentaro alright?

On the rooftops...

Ben didn't like that Verdona left the KRC undefended and that she was going to attack Rex for something that was beyond his control. But he soon had more pressing matters as he heard the bloodcurdling howl of Dark Sagittarius as she activated her Supernova, rocketing upwards in a dark hurricane at Ben. Panicking he dialed up Terraspin and flew as fast as the turtle could fly. Ben could only just stay away from Emily as her hurricane threw debris at the Geochelone Aerio, as he weaved in and out of openings in the cityscape, trying his darnest not to get hit by any of the objects Emily was not hurling at him out of sheer malice due to Vilgax's brainwashing. He couldn't counter her attacks, as that would mean that he would have to stop to blow the items away, giving Dark Sagittarius the chance to knock him out of the sky and to his death.

'This is gettin' me nowhere. I gotta land and think of a better plan than play tag with Emily' Terraspin thought to himself. Taking a sharp turn downwards he swerved back and forth as he went to land on the ground, hopefully getting a edge against the Horoscope Zodiart. Dark Sagittarius kept on attacking in a blind rage, her voice nothing more than wild shrieks and roars as she forced the hurricane to propel her feet first into Terrspin's kick hit him dead on, as he landed hard onto the ground by the unconscious Fourze. Bringing his head up he saw that Gentaro was unable to battle right now, leaving him alone to deal with Dark Sagittarius. "Aw man! Can't a turtle catch a break here?" but neither Fourze nor Emily payed any mind to his complaints. Soon she would approach the two and blow them away. Ben would not allow that to happen.

Twisting the dial of the Omnitrix he went with an old favorite: XLR8. Clicking his visor into place he sped circles around Emily's hurricane, trying to dispel the dark force. As he ran around and around the twirling winds began to wobble from the strain Ben was placing on them, as Emily fought to stay upright in the increasingly violent storm. At first XLR8 thought nothing would happen, as the hurricane kept its steady pace despite his effects to hinder it. His hard work began to pay off as it started to break apart...into two side eddies.

"Aw Dammit!" the Kineceleran swore as he now had TWO hurricanes to deal with! While both were not heading toward Fourze they were causing more damage that the singular hurricane was doing on its own, as one went left and the other right, ripping vehicles, windows, litter and puddles of water into the air as the cocktails of fury span nonstop. 'The media is going to have a field day with this' XLR8 bemoaned in his mind.

Dark Sagittarius was having trouble keeping track of both hurricanes at once. Her mind ached from the mental strain of trying to control two hurricanes at the same time. Her anger getting the best of her she tried to call them back but the feedback from doing so was too much for her to take, knocking her on her back and on the ground. Spewing a feral battle cry she fired off Cosmic Energy arrows at XLR8, but he dodged them with a awkward ease as he jumped up and bicycle kicked Dark Sagittarius, staggering her backwards. Before the Omnitrix could time out he changed to Jetray, grabbed her in his tail and flew up into the sky, then rocketing towards the ground below. Before he could hit the earth he stopped, let go of Dark Sagittarius and blasted her with both his eye lasers and tail laser, making her hit the ground hard enough to make a crater as her Zodiart from blew up from all the damage it took during her fight with Ben.

As the Omnitrix timed out as he landed, Ben ran to where Emily was laying. Trying to get to where she was by sliding downwards but falling down near the end of his descent, Ben scrambled to get up as he fought to get by her side.

"EMILY! Hold on, I'm coming to get you out of there!" the Wielder of the Omnitrix hollered in absolute terror, hoping that he didn't hurt her too badly. Thankfully she began to stir from her short slumber as she saw Ben knelling by her side, holding her hand as tears streamed from his eyes.

Emily awoken, her eyes fluttering as she got up on her feet to Ben's pleasant surprise. "Muti-tasking was never my strong point" she groaned as she held her head in one hand, Ben holding the other to support her as they got out of the crater. Emily wasn't too pleased with herself as Ben let her sit down by Fourze's sleeping form. "Oh Ben, I'm so sorry about all of this. I should have never have let Vilgax trick me like that! What'll Gwen think of me now?" as hot tears of shame flowed from her tired eyes.

Ben placed his arms around her and allowed her to get all the pain out. "I'm sure she'll still see you as her best friend. What Vilgax did will never change how she feels about you, Em. Plus I acted like a jerk back there so you do have a valid point about me" as Emily hugged him back. "I take it you still hate me. I'm OK with that. After the way I acted I can see your point" Emily just smiled and kissed his forehead, leaving Ben quite stunned by her actions.

"I wasn't truly being a good friend myself. Let's just be friends from now on, OK?" a bright smile forming on her face as Ben did Gentaro's special handshake to cement their newfound trust in one another. Soon after she kissed him on the lips and whispered, "Godspeed, Ben" in his ear. Now that the Omnitrix recharged AGAIN Ben did something Emily wasn't expecting.

"You wanna pick my next guy? Think of it as a way of saying I trust you" he beamed.

Emily got a goofy grin on her face. "Anything but Spidermonkey, Kay?" she giggled as she selected Humungousaur. Ben gave her a enthusiastic thumb's up as he went underground, looking for Dark Leo, who he guessed went into the sewers last time he saw him. "Good luck, Ben" Emily wished but Ben was long gone by the time she said that.

The sewers of Bellwood...

Manny was furious! His pistols still have not cooled down enough and both Dark Leo and his Supernova 'girlfriend' were pissing him off like nothing else! "You both are workin' my last nerve! Can't ya lay off for one measly minute?" he begged, but both parts of Dark Leo kept on attacking him with nonstop fury. Manny thought this was his end, dying alone and unloved. He welcomed it as he didn't want to face Helen's wraith again.

Ben however ran up and decked the giant amazon right in the face as he roared out "Humungousaur!" Not stopping there he punched the giant in the stomach twice, then uppercutted her into the air and before she could land Ben grasped both hands together and slammed Cash's Supernova ability into the water, dispelling it to Dark Leo's utter outrage.

D. Leo's roars echoed across the old chambers of Bellwood's sewer system as he tried to decapitate Humungousar, but as the Forever found out he was very agile for his size, ducking into a tunnel then kicking him in the butt, sending him down on his face.

"Consider this payback for kicking my ass with Techadon powers!" Ben laughed as Dark Leo leapt up and tried again. This time Humungousaur caught his claws in each hand and broke them like they were chocolate bars. Of course chocolate bars don't scream in pain when you break them. Ben wasted no time and kicked him away from him then pressed the Omnitrix symbol on his chest. Nothing happened.

"Oh, right. I can't go Ultimate anymore" he nervously laughed as he dusted his hands off. "Guess old habits die hard" then stomped hard onto Dark Leo, blowing up his Zodiart form and knocking Ben out of Humungousar from. Ben landed on his back, his clothes torn up even more now from the blast. His shirt was now without a left sleeve and his jeans' pockets were no longer usable.

"BEN! You alright there, buddy?" as Manny leapt to where Ben was right now. Ben was in a bad state, blood flowing from his nose and bruises everywhere on his body. "Ben, please let me finish off the last of the Dark Horoscopes! You're going to die if you keep this up any longer!" he ordered. Ben would have none of that as he got up and assented the ladder back onto street level. "I'm going to die either way. Might as well go out with a bang! Keep a eye on Cash for me, will ya?" Ben asked as he pried open the manhole cover and went off to where the Kamen Rider Club members were at the moment.

Manny crossed his arms and huffed out "Leave it to Ben to make a Tetramand babysit some punkass loser" But he smiled as Ben went off to die a hero's death. He wished he had his bravery. "Go give Dark Scorpio Hell!" he wished.

Where our KRC heroes are now...

So far Dark Scorpio was just standing there, in his Supernova form, swinging his tail back and forth. Nethertheless it freaked the KRC members out a lot! As JT hissed at them, hoping one of them would be willing to stand against him, Yuki prayed for help. Her wish did come true, but it did not come in the form of Gentaro. It came in the shape of Rath.

"LEMME TELL YA SOMETHIN, JT! RATH DON'T LIKE STUPID SCORPIONS TRYIN' TO HURT HIS FRIENDS! IF YOU WANNA TANGO WITH SOMEONE, THEN TANGO WITH THE RATHO!" knowing full well that did not rhyme at all. But as Rath, Ben couldn't care less as he grabbed Dark Scorpio's tail and threw him out of sight, and away from the Club members.

"Thanks, Ben! But where's Gentaro-san?" Erin asked of the tiger alien.

"Um, Rath doesn't know where Gentaro Keystotheferrari is right now. But he's with one of Rath's buds, so we're cool, right?" His wording was odd to say the least, but his meaning was clear as crystal.

"Ben-san, are you alright? Please don't overwork yourself too hard" Ran begged of Rath, but he just shrugged.

Yuki went over to where the tigerman was and looked at him with pleading eyes, hands held over her heart. "Ben, someday we will find a way to help you. I hope that when we do go into space you'll join us there! Because you're more than a friend to us. You're a dear friend to all, not only us but all of Bellwood. Thank you Ben-san" she happily stated to Ben, as Ran and JK nodded their approval, Tojiro gave his thumb's up and Erin grinned cheerfully at Ben. Rath was moved to tears by their fondness of him, as well as their commitment to bettering the lives of all they know.

Dark Scorpio took the time Rath was busy with the KRC to stab him in the back with his tail, but that only made Rath angry.

Grabbing his tail and ripping it off Rath roared "Stinging me. Is. Not. Cool. At. ALL! Let's see how you like getting you tuscus whooped, Dark Scorpio!" as he jabbed both claws into his chest, destroying the form of Dark Scorpio and returning him to being JT. "That's what ya get for messin' with Rath!" he spat at the trembling JT. JT tried to run, but he ran right into Manny, who was holding Cash on his shoulder.

"I think you both need a time out!" as Manny grabbed JY, placed him over his free shoulder and walked off to parts unknown.

As the KRC cheered Ben as he returned to being the boy they knew and loved, he felt better than he did in a long time. Not only did he have new friends that rock out loud and supported him, unlike Gwen and Kevin, he had a better relationship with Julie as well. Things were starting to look up for the Omnitrix holder. But the good cheer was shattered by a evil laugh that pieced the night.

Floating above them was Vilgax himself. But he was in a bad state, with his upper armor utterly destroyed, leaving his arms and chest bare, his sword broken beyond repair as it hung by his side and his pants were looking threadbare. His body was covered in oozing sores and his right eye was gone, the hole that held it sealed tight by his Ruby Ray, leaving a terrible burn scar on his face. But he looked like a kid in a candy store, as Yuki, Erin, JK and Ran recoiled at the sight of him.

"Aw, good! You know to fear me, like good children! But It's too late for all of you! For now I hold the ULTIMATE POWER! Behold all 12 Dark Horoscope Switches!" as he indeed had all 12 floating in a circle around him, glowing purple in the black winter night sky. "Soon I will rule over all with Diagon's power!" he proclaimed as he opened the Dark Nebula over his head.

"EVERYONE, GET BACK INSIDE AND FIND COVER! I'll deal with Vilgax!" Ben shouted at them. They didn't need to be told twice as they went to find cover as Ben activated his last transformation. Soon Way Big was on the scene as he charged right at Vilgax, but he was repelled by his dark power.

Vilgax chuckled and turned into his true form, a giant alien octopus. But now it was about Way Big's size and in each tentacle it had a Dark Horoscope Switch embedded in it. "Time to die, grandson of Max!" he snarled as he whipped Way Big with mindless anger. Way Big fought back with all his might, punching, kicking and slashing at Vilgax, but he was losing this fight and he knew it. Soon he was able to get the upper hand when Vilgax missed his head with a tentacle, letting him get some distance away from the former ruler. Vilgax wrapped four tentacles around Way Big's arms, but he was able to fire off a cosmic blast, sending Vilgax recoiling in pain and freeing himself.

But Way Big was not strong enough to take on the Black Zodiac empowered Vilgax. He was able to slash some bits and pieces from Vilgax, but overall Vilgax held the upper hand as he whipped Way Big with no mercy nor remorse. As a tentacle coiled on his throat, crushing his windpipe Way Big tried to call for help, but he was only able to moan in pain, unable to form a word nor a sentence.

Vilgax smiled evilly and prepped a killing blow as his eye glowed a ominous purple. "Don't be so sad, Ben. Soon you'll be with your friends, The Galactic Enforcers. I killed them without even breaking a sweat" he taunted the To' Kostar. But his word awoke a fire that he should not have unleashed.

Five years ago...

"Do you think I'll ever be as big a hero as you guys?" young Ben asked Ultimos, looking at his heroes with childhood awe. They were nice enough to visit Ben during his summer vacation and Ben was quite pleased to have them around.

"Of course, young man! You have a hero's heart beating in your chest! You'll do us proud!" Ultimos stated as he rubbed Ben's hair.

"If only Tetramands has your willpower, Ben" Tiny admitted to Ben as her boyfriend Synaptak floated nearby. Ben was on cloud nine at that moment. He would always treasure this memory.

Present day...

The fact that Vilgax killed the Galactic Enforcers, but also brag about it was too much for Ben to take, as he regained his strength and tore the offending tentacle off of Vilgax, leaving him howling in pain. Way Big was too enraged to even think straight as he punched the dark ruler with the force of a earthquake with each blow, trying to stop his greatest foe once and for all. Stopping to catch his breath he thundered "This is for everyone you ever hurt!" as he went about starting his sure kill attack. Vilgax lashed out with utter rage as Way Big swatted his tentacles away. Knowing that this was his last chance at killing Ben he floated over his head and twisted his tentacles into a drill, trying to gore Way Big. But his last attack came out too late for Vilgax as Way Big fired off a mighty beam of energy from his arms, crossed in a X over his chest as the powerful light poured out of them, hitting Vilgax and engulfing his body in the light of Ben's final attack. He was forced far away from Bellwood as he exploded in the night sky. Way Big roared in triumph as his victory shout set off every car alarm in the city and upset just about every dog there as well.

Soon after...

Fourze groggily got up to see Emily's face looking at him. As he sat up with some difficulty he murmured "Is Ben-san OK? Dark Scorpio was tougher than my Scorpio ever was" as he stood up, his legs buckling.

Emily got up and help Fourze steady himself. "I don't know. I heard screaming coming from a few blocks ahead, but it would take some time to get there on foot" she huffed. Fourze for once thought ahead and activated the Water Switch in his Driver.

"Water on!"

A stream of water flowed from the Water Module, making a makeshift river of sorts. Removing the Water Switch he placed Board in and brought its Module to life.

"Board on!"

Emily was impressed with Fourze's gear. "Do you mind if I tag along, Mr. Fourze?" she squeaked out of pure joy. Fourze nodded and she jumped into his arms, as he surfed his way over to where the action was. But something was on her mind. "I wonder where Cash and JT went off too?" she pondered as she furrowed her brow.

Bellwood Youth Center...

A small mob of teenage girls was assembled before the auditorium. As Manny tapped his microphone he said "OK, I bet you're all wondering just who's to blame for helping Vilgax. As it just so happens I have the two with me now" as Cash and JT went on stage wearing diapers and bibs. As he smiled at their misfortune he asked of them "Can you tell these cuties just what you are?"

"WE'RE POO-POO BABIES!" Cash and JT sobbed as they danced around in their diapers as the cute girls there all laughed at them.

"That's what ya get for letting Vilgax trick you so easily, boys!" the Tetramand laughed as he crossed all four of his arms.

Around the same time as Manny is mocking the two former Dark Horoscopes...

The final battle between Ben and Vilgax shook the city like Hell itself wanted to come up. Thankfully no further damage was done, though everyone but Erin was spooked by the mock earthquake.

As she dusted her skirt off she wondered just why her friends were still shaking in fear. "C'mon guys, it wasn't as bad as we first thought it would be!" she grinned, hands on her hips.

Yuki regained her composure and went over to Erin. "The buildings in America aren't up to code on earthquake safety as other counties! We're lucky that we weren't crushed" Yuki scolded as her hair flew freely in the wind. Nearby Ran and Tojiro were helping JK find a bathroom, as all the fighting scared him enough to pee his pants.

Erin shook her head at Yuki and looked her in the eyes. "Look, I know the buildings in America aren't like the buildings elsewhere, but they can't be that bad, right?" as she flashed a unsure grin. Surely enough Way Big stomped his way towards the group, causing plaster to fall down in dust clouds. Erin gromped Yuki in fear as she mewed "Gomen" in apology

"It's OK. We're just not used to this kind of architecture, Erin-san" as she stroked her hair, hoping Erin will calm down. Although that won't happen soon as the KRC saw Way big smiling down on all of them.

Ran was the first to see the Omnitrix symbol on his chest and recognized him as another form of Ben. "Ben-san, I can't believe you're a Ultraman! How impressive!" as she grasped her hands together out of happiness.

Yuki and Erin were ecstatic about this. "Ben's an Ultraman! Ben's a Ultraman!" they screamed in total fangirl mode, jumping up and down happily while holding hands. The two love space and they both know Ultramen were known as great protectors of the universe back home. While Way Big wasn't a true Ultraman he looked close enough that he could pass as one, given that one pays no mind to his Omnitrix symbol. Tojiro and JK were looking at him in total awe, too starstuck to say anything, but their faces were looking quite pleased with this new bit of info.

Way Big chuckled and powered down as Fourze and Emily approached them and Emoto parked his car, getting out with Julie. "I get that a lot when I go Way Big" he admitted to his friends, as Julie hugged him close, sobbing. "I'm sorry too, Julie. I wanted to live my life for you, but all I was able to do die for you. Some boyfriend I turned out to be" he bitterly remarked about his impending doom.

Emoto walked over to the two and gave them words of comfort. "Ben, you did more in your life than most men do with theirs. You are indeed the hero Mt Ohsugi says you are" Ben was happy to hear that, though he had no idea who this person was.

Fourze placed Emily back on her feet and powered down, crying. Running towards Ben he hugged him and broke down completely. "I wanted to help you, but in the end I couldn't do anything at all for you. I need to improve as a Kamen Rider. I also need to say how sorry I am for trying to hurt you" Ben hugged him back and said this to him.

"Don't stress over that. We both needed to work on improving ourselves" as they fistbumped, being the greatest of friends as Julie and the Kamen Rider Club cheered them on. But that happiness was not going to last as soon after Ben fell to the ground, dead, as the nanites leaked out of him in a silvery cloud, though they crumbled to dust soon after, the strain of trying to keep up with Ben being too much for the tech that made them up. As the entire group was horrified by this terrible news, they were unable to pay attention to a black cockroach looking machine as it crawled out of a gash in Ben's chest, heading out to parts unknown,

Until now, that is...

Vilgax was never going to walk again. He knew that deep down in his heart. Pieces of his arms and chest were gone, his skin was burned with second and third degree burns and his legs were shattered. But his spirit was as strong as ever. As he laid on the ground by Los Soledad, the broken Horoscope Switches laying all around him, he pondered what to do with his life now. His last eye caught a glimpse of a black bug combining with a mass of others into a beautiful Latina girl, a cruel smile on her face as she held George's sword.

"Lord Diagon was not pleased with how much you begged of him to share his power. He knew that you planed on killing him, so when he extended his reach over this world he placed a spell that would split his power into three equal parts. One for you, one for me and the last one went to Julie Yamamoto, though no one else is the wiser about that" as she kicked Vilgax in the head. "Still you don't deserve to live in that shattered husk of a body and I, as the Hivemind of the Nanochips, NEED a stronger body to take my, no, our revenge on both Ben and Julie" she growled as a wicked smile formed on her lips. "It was easy for the Decoy Queen to place a sleeper agent in Ben during our first attack, and when Ben broke our heart we activated his body's self-destruct function, though neither the Plumbers, nor these dimension hoppers were the wiser, plus thanks to Alpha Nanite throwing a hissy fit over Ceaser, Verdona will destroy Rex's world, leaving Ben with no allies strong enough to stop Diagon's revenge from beyond the grave. But you will not be here to see that" she purred as she somehow was able to open the Dark Nebula with the shattered Horoscope Switches and with dark magic casted Vilgax's soul into its depths, not caring where the Hell it ended up.

Soon she combined with his ruined body, as the thought stuck her like lightning. As a new eye formed in the eye socket she realized the truth.

"Ben Tennyson is DEAD" as she smiled. It was going to take some time to get Vilgax's body up and running again, but she had that time and soon, time would run out for everyone on Earth...