"No!" Grandpa Max shouted, thrusting out his aged hand as if trying to grab something.
But outside the spaceship, there was nothing but the howling wind.
"Cuz!" Gwen's heart twisted painfully as she watched him disappear before her eyes.
Four Arms lowered his head and let out a heavy sigh.
Moments later, he lifted his gaze again, resolve shining in his eyes. "This ship is about to break through the atmosphere. We need to find a way to bring it down."
"That's right. We have to stay strong." Grandpa Max stood up firmly. "Lucian is incredible—he'll be fine. He must've turned into a flying alien and escaped Vilgax's grasp."
Four Arms opened his mouth to respond, but before he could speak, a dying Spider Drone nearby twitched violently. A crimson laser shot out from its core like a viper striking from the dark, slamming straight into Four Arms.
The light faded, and the drone went completely still.
Sizzle!
The blood-red beam, scorching and charged with immense kinetic force, blasted Four Arms clean out of the spaceship, sending him hurtling downward at terrifying speed.
"Ben!" Grandpa Max's eyes widened in shock, nearly losing consciousness.
In just a few minutes, both of his grandsons were gone—whether alive or dead, he didn't know.
"The spacecraft is about to enter outer space. Please prepare accordingly."
The cold, mechanical voice of the onboard AI echoed through the command center.
"Grandpa!" Gwen clung tightly to him, her voice trembling. "Stop the ship from ascending! Ben and the others will be fine!"
She had already lost Lucian and Ben; she couldn't bear to lose her grandfather too.
Tears welled in Grandpa Max's reddened eyes. Gritting his teeth, he rushed to the control console, forcing himself to focus as he wrestled the ship's systems, desperately trying to steer it back toward Earth.
...
The wind howled violently around them. Humungousaur slammed his fist into Vilgax's chest, forcing him back.
Crackle!
A surge of chaotic energy rippled across Humungousaur's body, transforming him into Upgrade.
Now black and green all over, he stretched his flexible body wide, forming a parachute-like shape that slowed his deadly descent.
Drifting gently, he landed against the side of President Stone Mountain, clinging to it like a thin sheet of paper before drawing his body together and reverting to normal.
Boom!
A dark figure streaked down from the sky, crashing into the ground before him with overwhelming force. The impact sent sand and stone flying, a thick cloud of dust swirling into the air.
"Kid, hand over the Omnitrix!" Vilgax's booming voice rang out as he emerged from the smoke, his massive arm sweeping aside the haze.
The green circle on Upgrade's head flared with brilliant cyan light, unleashing a searing laser that scorched across Vilgax's chest.
But Vilgax didn't even flinch. Step by step, he advanced, his towering form unfazed by the onslaught.
Just as he was about to grab Upgrade, his vision blurred—and his massive hand closed on empty air.
"I'm over here."
XLR8 stood atop a nearby statue, eyes filled with mocking defiance.
"Don't even think about running!" Vilgax roared, kicking off the ground and charging forward like a cannonball.
XLR8 became a streak of blue light, darting back and forth. To him, Vilgax's movements looked painfully slow, like an old movie playing in slow motion.
Easily dodging each of Vilgax's furious strikes, XLR8 flickered behind him and unleashed a barrage of blows. His dark claws tore through the air like a storm, slashing viciously at Vilgax's back.
Slash! Slash!
Each strike sent sparks flying across the metallic hide of Vilgax's armor.
With a furious bellow, Vilgax spun around, lightning-fast, and caught XLR8 in his massive grip. With a single swing, he hurled him through the air with crushing force.
XLR8's slender body flew backward. Mid-flight, he transformed into Swampfire—his feet extending into green roots that stabbed deep into a stone statue with a sharp crack, anchoring him firmly in place.
"Methanosian? You really are full of surprises." Vilgax's gaze turned cold. The Omnitrix was too powerful a weapon—he had to claim it for himself.
Swampfire raised his palm, unleashing a torrent of blazing flames that surged forward like a roaring dragon, engulfing the enemy in an inferno.
Feeling the intense heat, Vilgax squinted, shielding his chest with his massive arms as he pushed forward through the raging fire.
Seeing this, Swampfire freed one hand, forming several glowing seeds. With a forceful throw, he scattered them at Vilgax's feet.
Crash!
Thick, powerful vines erupted from the ground, piercing the stone beneath and intertwining with crushing strength, binding Vilgax tightly in place.
Retracting his flames, Swampfire charged straight toward him, his green, bark-covered fists hammering against Vilgax's face again and again. The furious blows sent the alien warlord reeling, roaring in anger and thrashing against the bindings.
"You overgrown squid, thought you were so tough?" Swampfire's strikes were relentless, each punch packed with ferocious power. Vilgax's face twisted with pain, humiliation burning deeper than the flames themselves.
"You little brat—I'll make you regret this!" Vilgax roared, muscles bulging as his massive frame expanded. With a surge of brute force, he tore through the constricting vines, shattering them apart.
Swampfire hurled fireballs as he backed away, but Vilgax's mind was lost to rage. He powered through the blasts, his skin blackening under the heat as he shattered the incoming flames and seized Swampfire in his grip.
Then came the pounding. Vilgax slammed his fists into Swampfire over and over, even after he hit the ground, striking until shards of stone scattered and dust filled the air.
It wasn't clear how long the onslaught lasted before Vilgax finally stopped, panting heavily.
When the dust began to settle, Swampfire lay in pieces, scattered among chunks of broken rock.
"Let's see you come back from that," Vilgax growled between ragged breaths. "No one crosses Vilgax and lives to tell the tale."
Clatter...
The shattered green fragments began to tremble—then moved. They gathered rapidly, merging and intertwining as if alive, until Swampfire's body reformed completely before his eyes.
"This... this can't be!" Vilgax bellowed in disbelief. He'd just destroyed his opponent, and now it was standing there again, good as new.
Swampfire shrugged, crackling with energy, and in an instant transformed into Buzzshock.
"Hehehe..."
Buzzshock flashed out of sight, reappearing behind Vilgax to tap him on the shoulder.
Before the alien could react, Buzzshock appeared on his other side, sticking out its tongue. The taunt sent Vilgax into a frenzy, his entire body shaking with rage.
Zzzzt!
Buzzshock extended a small hand, firing a bolt of brilliant green lightning that sliced through the air and struck Vilgax head-on.
A wave of searing, numbing pain swept through his body like a tidal surge.
"Argh! I'll kill you!" Vilgax roared, clenching his fists as his voice echoed across the battlefield.
But Buzzshock was too fast, darting and weaving around him like a streak of living electricity—untouchable.
As the fight dragged on, Buzzshock's playful attitude faded. It focused completely, unleashing its full electrical might in a storm of lightning.
Blinding flashes filled the air as Vilgax roared in fury, stumbling backward, battered and scorched.
Even so, Buzzshock's attacks could only hurt him—Vilgax's hide was far too tough to destroy.
Zzzzt!
Another energy pulse flared, enveloping Buzzshock's body as it shifted forms once more—into Grey Matter.
