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Chapter 30: #30 DC x Ben 10/ Omniverse Earth -38 by choejhulkp9

Link : https://m.fan fiction.net/s/13784840/1/Omniverse-Earth-38

WC : 97k+

Plot : The multiverse is a big, wide open space of possibilities. Think of them like snowflakes: they look similar but they're different enough. This earth is no different. A citizen of earth finds himself wielding the most powerful weapon in the universe. It stuck itself upon his wrist with secrets that it hid. Now he's got superpowers, he's no ordinary kid. He's...well, you get it.

Chapter 1

Omniverse Earth-38 : A gift from another galaxy

October 2007: Midvale, USA

At Midvale High school, it was a normal day just like any other. Students went about their business as usual such as classes and such until it was time for lunch and that's when things got more Lord of the Flies. One of the students got a tray of food and paid the lunch lady when the PA system went off.

"Good afternoon, Midvale High. Friendly reminder for the upcoming football playoffs, led by Midvale's own star quarterback, Jake Howell. Go Stallions!"

Most of the students in the cafeteria cheered but this student didn't care as he got his food and walked over to a table when he saw Jake Howell knock a student's lunch tray to the ground and grab him by the shoulder.

"Oh, Kenny. For someone so smart, you're so clumsy, man. So clumsy." He began messing with him.

"Come on, Jake." Alex Danvers said, trying to get him to stop.

Jake's arm was soon grabbed, and he was pulled off of Kenny and pushed back. "Back off, Howell." Said student was William Benjamin Detmer, Midvale high junior and straight A-student. Son of retired air force pilot/astronaut Robert Detmer, Midvale's own celebrity and champion of the little guy. He was tall, about 6ft tall and lean from his training and time on the school track team. He had on sneakers, blue jeans, a black t-shirt, and his dad's old, customized air force jacket. It was dark blue with two white bands on the right arm and one long white stripe down the left side that encased the number 10, his dad's old lucky number and callsign. "You all right, Kenny?"

Will helped him back to his feet as picked up his tray and the food that didn't fall on the floor. Howell walked over and Will got in his way. "What's your problem, Detmer?"

"My problem is an idiot neanderthal of a jock who makes himself feel better by pushing around people smaller than him. I don't like bullies so if you want to mess with Kenny then you're gonna have to go through me and I beg you to try." Will warned him, ready to use his self-defense training if Howell tried something.

Howell was ready to sock him when he saw a teacher walk over with a discerning look. "Whatever Detmer. Protect the loser for all I care." Howell said as he sat down.

"Smart move for a neanderthal. And you're gonna need it when you flunk out of college and work at Big Belly Burger for the rest of your life." Will quipped causing some of the students to laugh as he helped Kenny and walked over to their table where Kara Danvers was waiting for them.

"Nice work, Will. I hate football players." She spoke.

"So, do I." He sat down and sipped his water.

"They're just chunky sadists. If they only knew the dirt I had on them, they'd be treating me like royalty." Kenny commented.

"What do you mean?" Kara asked.

"It's amazing what people will say in front of you when they think you're invisible." Kenny told her.

"Invisibility, huh? Is that your superpower, Kenny Li?" Kara joked.

"Yeah, but the asthma is what gets me the girls." Kenny told her as Will put him in a playful headlock.

"And this genius brain of yours is what's gonna win you the world." Will joked, rubbing his hair causing Kara to laugh and Kenny to swat his arms. "Just ignore them, Kenny. Everyone knows the smart will inherit the earth. And you're the smartest kid in the school. Thanks to you, I'm acing my classes and my dad isn't giving me his usually stern looks."

"Oh, you mean like this?" Kara made a stern look face, making them laugh.

"No, you need more lips." Kenny joked as he did his version.

"Very cute." Will remarked. "So, Kenny are you testing out my mom's telescope again?"

"Yeah. Thanks again for letting me borrow it." Kenny told him.

"No problem. Just make sure you take care of it." Will replied.

"What telescope?" Kara wondered.

"Kenny's working on a super cool program using my mom's electrical telescope. He's shown me what it can do so far and it's awesome." Will explained.

"Do you want to check it out?" Kenny wondered.

"I'd love that." Kara replied causing him to smile.

"Awesome. Meet me at the Old Creak overpass at 10 o'clock." Kenny told her

After school was over, Will rode his bike to the local library to work on his homework and practice for his SATs. His dad, Maxwell Detmer was a retired air force pilot/astronaut and now worked as a test pilot/engineer for an aeronautics company. His mother was an astronomer who passed away a few years ago from cancer. His dad worked full time and the hours could be crazy so Will was by himself sometimes so rather than head to an empty home he usually kept himself busy at the library, with his friends or sports. After hours of studying and doing his homework, he was biking back home as it was starting to get dark, so he cut through the shortcut in the woods to save some time. The dark red of the setting sun was a nice backdrop as Will biked through the woods. The wheels moving through the dirt and crunched as he rode over branches and dead leaves was the symphony of the fall season.

He rode over a large root buried in the dirt, jumping his bike through the air a little bit as he kept moving when he heard a loud boom which caused him to stop and looked around confused. That boom was loud which signified it was a large explosion but there didn't seem to be anything around unless there was a massive car pileup back on the road. He heard another boom and it was getting closer but was coming from above and that's when he saw what he thought was a shooting star but was instead a falling meteor…and heading straight for him.

"AW CRAP!" He put the pedal to the metal and biked away as fast as he could to avoid being squished like a bug. The meteor came down fast in a flame trail before crashing down in the woods, sending up a cloud of dust and a shockwave that shook the trees and knocked Will off his bike. He rolled from the impact and landed on his front with a mouth full of dirt and his back hurting. "Ow…"

He managed to get back to his feet and saw his bike was trashed. "Oh, great. Dad's gonna kill me." He said to himself before looking back at the area where the meteor crashed down. "Don't do it, Will. Don't be an idiot. Just divert your eyes and walk away before you do something stupid."

He took a few steps away from the meteor when he stopped and groaned. "Damn my stupid curiosity." Mentally and physical slapping himself, he turned around and headed towards the crash site and saw the impact crater. Instead of seeing a meteor or a crashed satellite, he found a large black and grey sphere made out of some kind of black metal. "That is not a meteor or satellite."

He took out his phone and began recording everything when the sphere opened up with a green glow before he saw what it was, and it was confusing to say the lease. It looked like a giant wristwatch, primarily black and grey in color with a grey dial in the middle which housed a green hourglass shape. "A wristwatch? Aliens have watches?" He asked himself as the watch seemed to morph and jumped out of the sphere before it latched itself onto his left wrist and stuck there. "What the—GET OFF!"

He struggled with the watch as it seemed to have super glued to his skin and it wasn't budging. Not even a centimeter of the watch budged as it found a permanent place on his wrist and wasn't moving. "You stupid piece of shit! GET OFF!" He slammed it onto a tree but all that did was break off some of the bark, leaving the watch without a scratch. He picked up a stick and tried to force it underneath the watch for leverage before trying to push it off, but it just snapped. With that not working, he reached into his backpack and pulled out a pair of scissors to cut the damn thing off.

"You've met your match, you stupid watch…" He stated as he opened the scissors and tried to snap the band only for to hear a metal screech. The scissors were chipped and cracked while the watch was fine. "Wow. Space must have some serious watch makers."

He tossed the broken scissors to the ground and looked at the watch with both confusion and curiosity. "Why would aliens send a watch to earth?" He asked himself looked it over before touching the dial and spinning it. It made some noises, but nothing seemed to happen until he pressed the two buttons on both ends of the dial which caused the hourglass faceplate to shoot up. The symbol morphed until it showed a black silhouette of a large creature with two legs and four arms. "Ok, that's new…"

He looked at the dial and inched his finger to press the tube down when he stopped himself. "No, that's stupid. Don't do it." Will touched the two buttons again and the tube retracted back into watch. "I've got to get home."

He took off running through the forest as fast as he could to get home. With his bike toast, he had some running to do. Once he was clear of the forest, several black Sedans arrived and out poured men and women in black tactical gear who began securing the area while scientists in hazmat suits with scientific gear began going over the place. In one of the sedans stepped out the lead agent who looked at the forest with both determination and worry.

"Director Henshaw, we're securing the area and so far, no signs of any radioactivity or unusual readings." One of the agents informed him.

"Good. Send in the drones and I want images of whatever crashed down." Henshaw ordered.

"Director, what if this is just a meteor strike?" The agent questioned.

"Well, the last meteor that crashed down was made of Kryptonite." Henshaw pointed out. "And our scans indicated that whatever came down was metal so it could be a drop ship. Find it."

"Yes, sir." The agent replied as he organized his team and began the search. The armed agents made sure the forest was kept secure while the scientists scanned the area for any signs of radioactivity or harmful compounds.

After an hour of scanning, one of the scientists found the impact crater. "Director Henshaw! Over here!"

The scientists got to work scanning the object and when Director Henshaw and his men arrived, they saw the scientists scanning the opened sphere. "What is it?"

"Whatever it is, it's not made of any material from this planet. No strange energy readings." One of the scientists told him.

"And the object inside the sphere?" Henshaw asked, hopefully they had it.

"There was nothing here when we found it, sir."

"Damn." Henshaw cursed his luck as he rubbed his forehead. "Where could it have gone?"

"Director!" One of his agents walked over with a broken bicycle wheel. "Someone else was here."

"Find them and find whatever was in that pod." Henshaw ordered and his men got to work.

Will had raced all the way back home and stopped outside the garage, leaning against it to catch his breath. It was a long run, but he was thankful he was on the track team or else he would have gassed out half a mile back. The watch was still stuck on his wrist and he noticed that not even his sweat seemed to be able to sneak under it. He used his key and walked inside, taking his shoes off and heard some noise in the kitchen where he saw his dad making dinner.

"Hey, Will. Glad you got home. Dinner's almost ready." Max smiled as he put a plate down of some grilled chicken and rice pilaf.

"Sounds great but dad we've got another issue." Will put his backpack down and held up the strange alien watch.

"You got a new watch?" Max was confused as to why his son was freaking out.

"No, dad it's not a regular watch. It's alien!" He shouted which made his dad got wide-eyed.

"What? What happened?" Max asked, walking around the kitchen counter, and holding his son's wrist.

"I was biking home from the library and cut through the woods like I always do when a meteor came down, so I ran. The impact knocked me off my bike and trashed it, but it wasn't a meteor. It was some kind of container and this was inside." Will explained.

"Why did you touch it?" Max asked, worried and angry at his son's rash decision.

"I didn't. I didn't touch it. It opened up and leapt out of the container before it latched itself onto my wrist. I've been trying to get it off ever since but the sucker's stuck." Will proved his point by pulling at it and it wasn't coming off.

"Come here." Max grabbed his son's arm and got ahold of the watch before pulling with all his strength. "Come on. Get off!"

He grits his teeth and yanked with all his strength, but the watch wasn't budging. When that wasn't working, he placed his foot on Will's stomach for leverage and pulled which didn't work either and was painful. "Ow…OW…OWW! DAD, STOP YOU'RE GONNA PULL MY ARM OUT OF ITS SOCKET!"

Max let go so Will could tend to his arm and saw the watch was still there. "Damn, that thing is stuck." He said when he got an idea. "Be right back."

He left for the garage while Will sat down and nursed his arm, it still stinging from the attempted dislocation. He drank his cup of water and cut up a piece of chicken before eating it when Max came back and held up a pair of bolt cutters.

"Don't worry, Will. That thing won't be on for much longer." Max maneuvered the bolt cutters and managed to find a spot to latch on.

"Wait. Dad, that won't—[Crack!]" He was cut off as the bolt cutters cracked against the watch and broke off the handle. "…work…"

"What the hell?" Max held up the broken pair of bolt cutters with confusion.

"I already tried that with a pair of scissors, and they broke. I even bashed it against a tree and all it did was bash the bark. Whoever made this thing, they made it to not come off." Will told him.

"We'll see about that." Max promised and for the next hour he would use any and all tools he had in his garage to remove it.

Will sat at the kitchen counter, eating his dinner with a fork in his right hand while his left arm was held out. He put some broccoli in his mouth and did his best to ignore the sparks coming from his side. Said sparks were the result of his dad using a belt sander to try and remove the watch, but the sound of grinding steel and clogged gears ended with a broken sander and the alien watch still in one piece.

"Ok, you were right." Max tossed the broken sander onto the floor where it joined a pile of broken knives, screwdrivers, box cutters, saws, and ice picks. "This thing isn't coming off. Unless we try burning it off with the torch."

"Yeah, no. I'd rather keep my arm and not get a third-degree burn, thank you very much." Will pulled his arm away and looked at the watch, amazed it didn't even have a scratch. "Not even a scratch on this thing. Guess aliens don't need insurance policies then."

"Well, if that thing is from space like Superman then I doubt anything we have could remove it, short of cutting your arm off." Max suggested and got a look of horror from his son. "Which we won't do. I promise…unless we have no other choice."

"Dad!"

"Sorry." Max took his gloves off and sighed in exhaustion. "What does it even do?"

"I'm not sure. I haven't found a clock face yet, but I think I figure out one thing it can do." Will touched the two buttons on the side of the dial like before and the faceplate shot up. "See?"

Max walked over to get a better look and saw a silhouetted figure. "What are those things?"

"Considering this thing came from space, I'd go with aliens." Will commented as he turned the dial and the figures changed forms, indicating that there were more than one. "Looks like a character select screen you'd see in a video game."

"Ok, but what for?" Max asked as Will stopped one tiny figure. Max reached over and pressed it down, causing a flash of green light to appear that blinded them both. The watch disappeared into his skin as Will's body began to shift. His hands and arms turned gray and the same hourglass shape dial appeared on his back. His eyes got bigger and turned green before his hair disappeared and his clothing changed into a blue and white jumpsuit. Then his body began to shrink until he was about four inches tall.

When the flash of light was gone, Will sat in his chair now as the grey colored, bug eyes four-inch-tall alien creature. "Whoa…I shrunk…" He said, his voice now changed an octave to sound fitting to a creature his size.

"Even seeing it with my own eyes I still don't believe it." Max said to himself as he saw his son literally change into a tiny grey alien.

"Kind of lame though. You've got Superman who can fly and punch buildings to pieces with his bare hands and yet this guy could fit into a shoe." Will said as he jumped onto the counter and looked at his dad before looking around the room and noticed the television. He then hopped down from counter and ran over to the TV before climbing onto the back and began messing with it.

"Will, what are you doing?" Max asked, a little concerned at what he was doing.

"One second. This wire should go here. And this circuit goes here." Will muttered. "Ha. This is what they call high definition circuit boards. What a rip off." Once Will was done messing with the TV, he jumped onto the cable box and began messing with the wires and internal circuitry. "I think I'm starting to understand what this guy can do. I think he's super smart."

"How do you figure?" Max wondered as his son climbed into the cable box to continue his work.

"Well…I know about as much about the internal circuitry of electronic devices as I do Newtonian mechanics and quantum tunneling physics which I didn't before but now it's as simple as breathing to me." Will climbed out of the cable box before walking over to the table where he began dissembling all the remotes and reassembling them into a larger remote control. "I think this alien is supposed to be super smart."

"Guess size is misleading when it comes to intelligence." Max muttered as Will pressed a few buttons on the remote and the TV turned on to reveal a connection to every media form out there. The TV was now connected to the internet, high quality satellite TV, and premium channels along with up-to-the-second information on global stock markets, sports statistics, and any satellite feed or system they wanted and all in perfect HD picture when before it only got basic cable.

"This guy got us HBO and everything for free so I'm not complaining. I just hope I'm not stuck like this forever." Will said when the symbol on his back began to blink red along and beep before a flash of red appeared and he was back to normal. "Ok, that answers that question."

"It's a shape shifting device." Max stated.

"Yeah, allowing whoever who uses it to change into an alien." Will said, looking at the watch on his wrist. "Cool."

"Yes, cool but also dangerous. What is that thing even doing on earth?" Max asked only for Will to shrug.

"I don't know. It crashed landed in the forest in a container so clearly someone sent it here. Maybe for someone to find and I was just in the wrong place at the wrong time?" He theorized. "I think we need an alien opinion on this. I honestly wish we could go to Metropolis and talk to Superman but it's not like he has a phone number or local address listed."

"I'll figure something out. In the meantime, no more changing." Max told him. "And you're staying home from school tomorrow?"

"Any particular reason?"

"Until we can make sure that thing isn't dangerous, I'd rather not have you around other people until we get some answers. I'll tell them you're sick or something." Max said and Will nodded.

"If you say so, Dad." He sat down on the couch and began seeing what that little guy did to the TV while Max stepped away into his home office. Like a regular office, it had a desk with his computer, shelves of old photos from his time with the air force and as an astronaut along with family photos. He opened a drawer in his desk to take out a high-tech flip phone which didn't have any kind of numbers or buttons except for a thumbprint scanner. He scanned his thumbprint and it turned the phone on before connecting to a blocked number.

"Identification Five-Zero-Tango-Five." Max spoke.

"One moment…" The operator on the other end replied. "Identification recognized. Hello Agent Detmer. What's the situation?"

"Connect me to DEO headquarters. I think I found something Director Henshaw is gonna want to see." Max said.

Line Break xxxxx

The next day, Will woke up early despite not having to go to school. Force of habit but he did eat breakfast and got dressed before spending the morning in his room to figure out the alien watch. His dad left early the in the morning and left a note saying that he'd be back later. With his dad gone, he was standing in the backyard with an empty notebook on the ground.

"Ok, now who to be first?" He asked himself as he activated the watch and began looking through the options until he stopped on one that looked like a velociraptor. "Looks good. Time to go Jurassic."

He slammed the dial down which began shifting his body into a new form. His limbs began to elongate and slim down along with his head and he sprouted a tail before his skin began to change color to blue. His eyes turned green and were elongated and slanted like a reptile and his whole new form resembled that of a semi-armored velociraptor, so he wasn't that far off. He had black orbs on his feet and a black conoid helmet with a blue colored torso and the watch symbol on it.

"Whoa…" He looked at his hands which were now talons and at his body and new tail. "Guess dinosaurs are aliens. Conspiracy theorists would love to know that. So, let's see what this guy can do."

The visor came down over his face before he took off in a speeding blur that kicked up the dirt. He raced through the city of Midvale and the surrounding woods with impressive speeds that made him invisible to the naked eye as he passed by pedestrians who only saw a blur and whoosh of air. Said blur raced to the nearest Big Belly Burger and swiped a milkshake before making his way to a clearing in the woods to eat. Just as he did that, the watch timed out again and he was back to normal.

"Ok, super-fast alien dinosaur. This guy I can get used to." Will chuckled as he sipped his milkshake before sitting down on a stump to relax when he heard police sirens. He rushed over to see what was going on and saw the police had set up perimeter around a dead body. The wind rustled and the sheet was blown over and he saw Kenny's body on the ground. "Kenny…"

"NO!" He heard and saw Kara at the edge of the clearing as two officers tried to usher her away. "That's my friend!"

"Kara!" Will rushed over and held her close as she cried into her chest. "Sheriff Collins, what happened?"

"We found his body an hour ago. It looks like he died last night." The sheriff told him.

"Find who did this." Will told him and the sheriff nodded. He held Kara close as both mourned the loss of their friend. A sheriff's deputy took Kara back to school before dropping him back at his house. He was a little numb to the whole thing as he walked like a zombie into the house and sat down on the couch, staying there for what seemed like hours but in reality, was just one. That's when his dad came home and saw his son sitting on the couch.

"Will…you ok?" Max walked over and shook Will out of his funk.

"Kenny's dead, dad."

"What?" Max wasn't sure he heard that right.

"He's dead. They found his body this morning in the woods." Will told him.

"Oh my god. Will, I'm sorry. I know he was your friend."

"Yeah. We've got to find the person who killed him, dad. We need to." Will stood up, angry at what happened to his friend and wanting to bring down the person who did this down hard.

"Whoa, Will calm down." Max grabbed his son so he could look at him. "Look, I get it. Ok, if I were in your shoes, I would probably want the same thing but leave this kind of thing to the sheriff."

"Whatever." He sat back down on the couch in a huff. Max sighed, seeing him like this and honestly wish there were better timing but there never was with this kind of thing.

"Will, Kenny is going to get justice. They will find who killed him and he will rot in jail for the rest of his life. I have faith." Max assured him, earning a small smile in response. "And I know the timing may be bad but the watch on your wrist is still something we need to talk about and for that…I've brought someone here to help."

"Who?" Will asked and in walked a tall dark-skinned man in a business suit.

"Hello, Will. My name is Hank Henshaw. I'm Director of the DEO, the Department of Extra-Normal Operations. The DEO monitors and protects Earth from extraterrestrial presence and/or invasion. That thing on your wrist qualifies." Henshaw said as Will looked at the watch.

"I knew it. I knew there was a secret government agency looking into Aliens. Is Area 51 real? Do you have UFOs?" He asked causing both Henshaw and his father to chuckle.

"I see you're grappling with this truth very easily. You are your father's son." Henshaw told him in an admired tone.

"You two know each other?" Will questioned then realized how. "I'm guessing you don't exactly work for an aeronautics company, do you dad?"

"I did before Director Henshaw recruited me for the DEO." Max corrected.

"Your father was one of the best pilots in the air force and a trained astronaut. I couldn't think of a better recruit and he has been our best pilot and engineer." Henshaw explained.

"At least you don't go out into the field to fight aliens." Will commented.

"No, my expertise is in building and flying, not in field work. Still, the DEO does important work and the second I saw you transform last night I knew it was alien tech so I informed Director Henshaw." Max told him.

"We were already in the area looking into a crashed object that entered our atmosphere yesterday and crashed landed in the Midvale woods. You'll imagine our surprise when we found the crashed object only to find an empty container, a broken pair of scissors and a destroyed bike." Henshaw said only for Will to shrug.

"To be fair, I didn't take it. The container opened by itself and the watch latched onto my wrist with no warning. We've tried to take it off and got a large pile of broken tools and blades as a result while this thing does have a scratch." He held up the watch to prove his point. Henshaw walked over and to get a look and he had never seen anything like it. "The only thing that crashed down was that container. No message or anything so I think you can rule out enemy invasion."

"I wouldn't be too sure. Your father said you can transform into aliens?" Henshaw asked and Will nodded, activating the dial to show him.

"I took it for a test run earlier and there are ten aliens that I can see and not the Superman kind." He was about to show him when he realized he was inside. "I should probably do this outside."

"Good idea." Max told him as Will walked out the back door.

"Ok. Let's do this one more time." He slammed the dial down and his body began changing. His legs disappeared and along with his skull while his arms thinned out and stretched and his hands turned into long claws. The temperature decreased and his torso was switched with a grey phantom/ghost with a gaseous like appearance. His legs were replaced with a ghost tail and he had one purple eye and the hourglass symbol on his chest.

"That is creepy." Max said as Will looked at his hands.

"Whoa…someone better call the ghost busters." Will joked, his voice sounded raspy and like something out a ghost movie. It added to the creep factor. He reached his hand to the door and concentrated before it phased through.

"You're an Ectonurite from the Anur System. The species are born with the ability to alter their protoplasm, allowing them to phase through matter and make themselves invisible like ghosts." Henshaw told them as Will floated up into the air before floating back down and phasing through the backdoor to hover back in the living room. "We don't know a lot about them but they tend to keep to themselves."

"Good to know. This ghost guy may be cool and could scare the pants off anyone, but it feels creepy being in this body." Will commented. "I'd prefer the other alien. Super-fast and looked cooler."

"While I appreciate you have an understanding for the device on your wrist, you know you can't go out in public." Henshaw told him.

"Don't worry. I won't stay like this for long." Will assured him just as the symbol began blinking red and beeping. "Ahh…saved by the beep."

A red flash later and Will was back to normal. "The watch has some kind of timer thing. It happened when Will first transformed and changed him back." Max explained.

"And it happened before as well. Kind of curious to know why someone who make this thing with a timer." Will pressed some buttons and twisted the dial.

"I wouldn't risk messing with it." Henshaw warned him. "We still don't know what that device is capable of."

"I honestly wish whoever sent this thing sent attached an instruction manual if not a freaking note." Will gave it a few more twists and turned before smacking the face dial in frustration which caused a huge flash of green light that made them shield their eyes. He blinked his eyes a few times to readjust and he saw the dial face shift around before beeping.

"Rskjc—sEKCi—Kero—" Words and sounds he didn't understand began to come from the watch, but it did sound like it was his voice. "Command sequence accepted. Omnimatrix internal user interface system activated."

"Whoa…that's my voice." Will said.

"Voice pattern recognized as user of the Omnimatrix. Identification is still required." The watch spoke.

"Uh…William Benjamin Detmer." He answered and the watch beeped.

"Identification confirmed. William Benjamin Detmer identification and biometric data stored."

"It sounds like the watch has some kind of built-in User interface system that was activated when you messed with it." Max said.

"Maybe now we can get some answers." Henshaw pointed out.

"Right. Uh…watch, what are you?" Will noticed the looks he was getting from Hank and Max and just shrugged his shoulders.

"Omnimatrix. A portable library of intergalactic genetic data from various alien species across the entire universe allowing the user to transform into any alien species. Designed by Azmuth, the Omnimatrix was designed with the sole purpose of intergalactic peace." The Omnimatrix stated.

"Uh, can you explain that last part?" He asked.

"Azmuth designed the Omnimatrix to promote inter-species understanding by allowing other beings to experience different ways of life. And as a repository for the DNA of over one million nine hundred and twelve genetic samples, the Omnimatrix serves as a method to persevere any alien species should they be rendered extinct and to restore them to life."

"One million nine hundred and twelve alien species?" Will was not expecting to hear that and could barely hold his shock as he looked down at the watch. "Hard to believe this thing can do all that."

"An interesting method for peace keeping. Kind of takes the idea of being able to walk a mile in another person's shoes to its fullest extent." Max commented.

"I also find it hard to believe that an intergalactic library of aliens would find its way to earth." Henshaw added.

"Good point. Omnimatrix, why did you arrive on earth?" Will asked.

"Error. Unable to comply. Memory damaged."

"Uh, can you fix it?" Will wondered.

"Error. Unable to fix damage to memory core."

"Ok, fair enough. What's the last stored memory?" He asked.

"Accessing last stored memory." The Omnimatrix began beeping before the hourglass shifted horizontally like an audio recorder.

"Azmuth log. It's been two days since I've returned from the meeting on Vexium Prime in the Andromeda Galaxy and the news is disheartening. The High Breed have attacked another world and are spreading in that area of the universe. With their species encroaching throughout the Andromeda galaxy, my work on the Omnitrix is more important than ever." The recording ended soon after that.

"It sounds like Azmuth was making the Omnimatrix to prevent the High Breed from wiping out life in the Andromeda galaxy." Henshaw summarized.

"Maybe he sent the watch away before they could get their hands on it?" Max added and Henshaw liked his train of thought.

"Are we gonna have to worry about the High Breed coming here?" Will asked and Henshaw shook his head no.

"I highly doubt that. The Andromeda Galaxy is 2.5 million light years away. Even with advanced alien tech, it would take them years to cross, assuming they were evening tracking the device." Henshaw told him.

"Omnimatrix, can you be tracked all the way from the Andromeda galaxy?" He asked.

"Unlikely. Tracking an energy signature this far away from the Andromeda galaxy is next to impossible even for the most advance species."

"That's good to know. Omnimatrix, can you be removed from my wrist and turned off?" Will wondered.

"Negative. Authorization rights for removal of Omnitrix are damaged."

"That figures." Will scoffed as he looked at the Omnitrix. "What to do with you now is the question."

"Seeing as how we can't that thing off it seems as though you stuck with it." Max pointed out.

"Fair enough but I mean it's not like this thing easily blends in. My life just got a whole lot more complicated." Will said "So, is this the part where you have a whole bunch of men in black come and drag me away to a secret facility to do experiments? Because if that's the case then I'm running."

"I think we can skip the labs this time. Max vouches for you and you have a good head. He'll be watching over you and the watch while the DEO runs all the tests we can on that watch to make sure it is what it says it is and nothing bad is happening to you. Then we'll have a conversation about what you want to do." Henshaw told him and Will nodded in response.

"Well, this definitely throws a spinner in the works for my future." He said as he sat down on the couch.

"We'll take it one step at a time. For now, why don't we head to a DEO facility so they can take a look at the watch." Max suggested.

"Ok, but dad can you do one thing. Call Sheriff Collins and see where they are with Kenny's case and if they found the telescope he was using." Will asked. "I was letting Kenny borrow mom's old telescope."

"Sure thing. I'll call him on the way." Max said as the three got into a black Sedan and drove away from Midvale to the closest DEO facility. It was a few hours' drive to the entrance, which was disguised to look like an old, abandoned copper mine. The car drove to the mine, which was barred and gated but those gates retraced, allowing them to drive through where the ground descended revealing itself as a platform. When the platform stopped, they stepped out to find a highly advanced military base with various agents doing their respective duties. There was a medical lab, armory, and main hub with an advanced satellite monitoring system.

"Wow. This place is crazy." Will looked around as he followed his dad and Hank into base, passing by agents and technicians. "I wonder how people would react if they knew their taxes were going to a secret alien hunting government organization."

"Probably would depend on the person. I assume that many wouldn't like the idea of their money going to a secret organization but then again many would like the idea that the government is working to prevent an alien invasion." Max told him.

"Touché." He replied as they stopped outside a medical room with a chair. There were various monitors, medical machines and table of sharp tools and implements. "This scan isn't going to involve needles, will it? Or probes going into places where probes shouldn't be?"

"Nothing that archaic." Henshaw assured him, opening the door, and letting Will in first. He sat down in the chair and got comfortable as the doctors attached sensor nodes onto his body. One of the engineers walked over and activated a large machine with a tablet that extended out a mechanical arm that hovered over the Omnitrix. "With the alien technology we've kept safe from the public and other interested parties, we've uncovered ways to advance earth's technology in ways that help us."

"This is a Bio-Fission scanner. It's going to scan your device on an atomic level, so we know what we're dealing with." The doctor explained and Will nodded.

"I understood the basics of that. But it's not going to turn me green or make me sprout antenna, is it?" He asked causing the doctor to joke.

"No, the scan won't do anything harmful. You'll feel a bit of heat but nothing damaging or hurtful." The doctor assured him as he moved the arm into place and locked it into position on the armrest. Will put his arm on the armrest and the Omnitrix underneath the scanner. The doctor pressed three buttons on the tablet before lowering the scanner, so it was right above the watch where the mouthpiece opened up and began scanning it. The information on the scans were fed to the tablet where the technician and doctor could go over it and to say it was a mind blowing is an understatement. "This device is astonishing."

"What is it?" Henshaw asked. The doctor walked over to show him and from what they could see, the watch was broadcasting an extraordinarily complex and powerful stream of green energy. The watch was acting like some kind of receiver for the energy as it flowed through every single layer of the watch in a feat of engineering that easily outclassed anything capable of being done on earth.

"The watch seems to be some kind of receiver for an energy field unlike anything we've ever seen or heard about." The Engineer commented. "It's enough energy to wipe out an entire solar system and yet it's being compacted and stored in the watch."

"Well, I imagine transforming into various alien species requires a huge energy source. Maybe that's it." Will suggested. "We are dealing with an alien from the Andromeda galaxy so to them we could be cavemen."

"Fair point. Is the energy dangerous?" Max asked.

"It is but it's safely contained in the watch. That kind of energy could dangerously manipulate any kind of organism's genetic structure if exposed but if this watch does allow the user to change form then the energy is used during these transformations. But it doesn't appear to be leaking or doing any damage to the host." The doctor informed them.

"Let's get another opinion. Omnitrix…" Will spoke and the face plate lit up. "…the energy fueling the transformations, is it dangerous to the host?"

"Negative. The Codon Stream is safely received through the Omnimatrix and using special Omni-energy, it merges the user's DNA with DNA samples encoded in the device. Matter created from energy or reconstituted allows the user to change size, form, shape, and properties but does not alter or mutate the host." The Omnimatrix replied.

"How many aliens are available?" Will wondered.

"10 genetic samples available for transformation. Other genetic samples are locked."

"Well, that's disappointing." He commented.

"Ok, let's try a little deeper scan." Henshaw ordered and the doctor pressed a few more buttons on the machine. The mouthpiece on the scanner then latched onto the watch and began using nano-carbon drills to dig into the watch for a scan when the watch began beeping and released a green energy wave that destroyed the machine, knocked everyone away and sent Will flying off the chair.

Max groaned in pain as he got up and saw his son lying on his front. "Will!" He rushed over and turned him over to see he was alive just dazed. "Are you ok?"

"Ow…that hurt." He said causing Max to chuckle as he helped him back up. "Is everyone ok?"

"Yeah, we're fine." Henshaw replied as he helped the doctor and engineer back to their feet when he noticed the machine and their medical equipment were destroyed. "Can't say the same for our med lab though. What happened?"

"Omnitrix, did you release that energy wave?" Will asked.

"Energy feedback defense mechanism activated when Omnimatrix is being forcibly removed or tampered with by outside sources."

"Good to know this thing has a built-in safety feature." Will muttered. "I'd suggest we don't try that again."

"I agree. I don't need that thing destroying this base. Is the data you took from the Omnitrix still viable?" Henshaw asked.

"Yes, Director. We still have the data."

"Good. Go over everything you can with a fine-tooth comb. I want to know everything." Henshaw ordered.

"Yes, sir."

"Let's see exactly what those aliens of yours can do." Henshaw led Will to a training room while the scientists got to work. Suffice to say that Will had a lot of fun turning into the ten aliens.

Line Break xxxxx

The next day, Will went to school in an effort to resume his normal life but he wore a long sleeve sweatshirt and made sure the watch was covered at all times. He walked in and made his way to find Kara who was at her locker.

"Kara, hey."

"Will, you're back? Is everything ok? You weren't at school yesterday." She said.

"A family emergency. Did the police find anything on Kenny's killer?"

"No, not yet." She told him. "They can't find the telescope either."

"My mom's telescope. Damn." Will sighed in frustration. "Where do they think it is?"

"They don't know. They couldn't even find Kenny's laptop. Alex and I…" Kara stopped herself from talking because she realized what he said.

"You and Alex found his laptop?" He wasn't expecting to hear that but Kara shaking her head no and her forehead crinkle told him all he needed to know. "Where was it?"

"It was in the forest. Hidden under a bundle of moss and leaves like he was hiding it. It turns out that Kenny had encrypted files on it and his email had a letter to Mr. Bernard. It had pictures of him and Josie together." Kara told him.

"Oh man. If Mr. Bernard found out Kenny had proof on him about an affair, then it would ruin him. Talk about motive." Will and Kara spoke as they walked down the hall. Alex was talking with Josie about Mr. Bernard so now they had possible evidence and a possible suspect. After school, Will was heading home but on the way, he used the Omnitrix and turned into Ghostfreak to grab Kenny's laptop and take a look at it for himself. Kara was being unusually possessive about it. He phased through his room with the laptop in his clawed hand before tapping the Omnitrix symbol on his chest, turning him back to normal.

"Egh…" Will shuddered and shook his head before opening up the laptop on his desk. "Still feels freaking to go Ghostfreak."

During the training session at the DEO where they saw what all his aliens could do, he not only named them so he wouldn't just call them by their species classification but he found out that he could switch through aliens and turn back to normal by pressing on the symbol. Of course, it turns out that the more he used this quick-change function between aliens it sped up how fast he timed out. He could stay in one form for about ten minutes or so before he timed out. He talked with the UI system in the watch and found out the recharge mode was mainly to prevent alien DNA from attaching permanently to the host. With some time and maybe some tinkering, it was possible to get that time extended so he could stay transformed longer but that was in the future for now.

"Ok, Kenny. Let's find out what were you hiding." He opened up the dial and turned it until he found the right alien before pressing it down. His body began morphing into a metallic black creature with green circuitry lines running through him and a green circle on the head to act as an eye. It was a Galvanic Mechamorph he named Upgrade. He was completely made up of billions of tiny nanites and could interface with any kind of machinery or technology and become one with them and upgrade it, hence the name. He shifted his body into a more liquid form and began merging with the laptop, making the Omnitrix symbol appear on the monitor before Will began decrypting all of Kenny's files and sorting through them to find out everything.

He stopped at one file in particular before leaving the laptop and slamming the symbol, turning back to normal. The files that were open on the laptop were pictures of Sheriff Collins packing up drugs for distribution.

"Son of a bitch." He muttered under his breath before closing the laptop and activating the Omnitrix before changing into the blue armored alien dinosaur, nickname XLR8. "That guy is going down."

He super sped away out of his house with the laptop in his talon and raced to find the sheriff. Collins would be at the high school later that day for the big game but that wasn't until tonight so he was heading to the sheriff's station. Sheriff Collins was sitting at his desk doing some paperwork with his deputies outside at their desks when a huge whoosh of air blew past them all, scattering papers all over the place. That left them confused, thinking that maybe a huge breeze came through so they got to work on gathering their papers when they noticed Sheriff Collins was gone. That's when they heard one of their car sirens go off so they walked outside to see Sheriff Collins tied up and dangling from a flagpole with his cruiser right below him. A laptop was on the dashboard and playing a slideshow of the damming evidence on the sheriff's drug activities and a note.

One of the deputies walked over and the note said, a gift from a good Samaritan. Even the police need some friendly help every now and then-Superman.

The deputy smirked as they got to work on taking the sheriff down and putting him in cuffs while XLR8 watched from afar. "And that takes care of that." He said to himself before speeding away.

When Max arrived at home, he saw Will sitting on the couch filling out some paperwork with two laptops on the table and his mom's telescope in a bag on the floor. "Hey, did Sheriff Collins find your telescope?"

"Not exactly." Will turned his laptop to show him the sudden news article about Sheriff Collin's arrest for drug trafficking and the murder of Kenny.

"Wow. I was not expecting that." Max knelt and read through the article. It said that Sheriff Collins had been trafficking drugs coming down from Canada and that photographic evidence was found on him which resulted in him killing Kenny who tried to oust him. "Can't believe Sheriff Collins could do this?"

"Well, goes to show that everyone's got a dark side. I'm just lucky that Kenny knew to hide his laptop. He was always the smart one." Will commented.

"It also says that Superman was the one who stopped him. Left a note along with the images. Kind of small fry for the Man of Steel, don't you think?" Max asked, rhetorically before giving his son a look but Will just kept filling out some paperwork.

"Well, I might have gone XLR8 on his butt to nail him but as far as anyone else is concerned, Superman gets the credit and I'm fine with that." Will told him.

"Will, you know what Director Henshaw told you. No changes with the Omnitrix. It's too dangerous and it's not a toy." Max reminded him.

"I know that. And I've gotten a good handle on the thing but I need to learn more if I plan to use it like it's supposed to be used. Which is why I want to show you this." He handed him the papers and Max saw it was a form for a transfer to another school.

"You want to transfer to another school?" Max was confused.

"A school that's closer to a DEO facility so I can train. Or I can always homeschool at the DEO until I go to college but you get the point." Will explained.

"You want to train at a DEO facility?" Max asked and Will nodded.

"I've been giving this a lot of thought ever since the Omnitrix latched itself onto my arm and we found out what it's for. A tool for peace with potentially unlimited power in the hands of a 17 year old kid. Sounds like the plot for a cartoon show." He joked.

"A fun cartoon show." Max chuckled as he sat down next to his son. "Will, are you sure about this? This is a big decision. You're essentially saying goodbye to the life you have now."

Will's response was to hold up the Omnitrix. "I think this thing did that the second it latched itself onto me." He looked at the watch and ran his finger across the dial. "And you know what…I think I'm ok with that. Using the Omnitrix and taking down Sheriff Collins felt good. It kind of felt like being Superman or Batman. I want to learn how to use this thing to really help people and the DEO helps protect the planet from alien threats. Makes sense that an alien device for peacekeeping should be used to protect the planet. I know it sounds crazy but I think this is what I want to do."

"Will, I'm proud of you wanting to use the Omnitrix for good reasons but maybe you should think this over more." Max cautioned him. "I mean, you've got your SATs to think about and college. I don't want you to miss out on a huge opportunity for your future."

"Or maybe it helps me facilitate my future now?" Will suggested. "I've been kind of afraid to tell you this but I've been terrified of what's next. Besides taking the SATs, I've been lost on what I want to do for my future. My friends and everyone else in my grade has some kind of idea on what they want to do for their future whether that's college or whatever and I've been stuck."

"I didn't know that." Max said. "Guess keeping things close to the chest runs in the family."

"I was going to tell you eventually but I've been scared of not knowing what I want to do in the future. Maybe this is it? I mean, that's what drove you to the air force, right?" He asked causing Max to chuckle.

"Partially, yeah. The other reason…to fly insanely fast aircraft but doing my part to help people as well." Max joked. "I'm proud that you're considering something like this but maybe you should give this some time and really think it over. I'll let Director Henshaw know that you're considering this and see what he says. We'll see if you still think this after we visit your Grandma Vera in Arizona this weekend."

"Oh, I forgot about that. Do we still have to go?" Will wondered only for Max to slap him upside the head. "Ow!"

"We're going and you're gonna like it. My mom loves you." Max reminded him.

"And I love her too but she pinches my cheeks too much even now that I'm older. Not to mention that it seems kind of a bad time to visit her considering what's going on." He pointed out.

"Which is why we're gonna see her before something else goes wrong." Max told him as he got up and left while he slumped into the couch.

"Great. Shady Acres Arizona here we come." Will grumbled.

Shady Acres retirement community, Arizona

One plane ride later and Max and Will landed in Arizona. One car rental at the airport and an hour drive to the idyllic Shady Acres Retirement Community. An enclosed community of homes for the elderly complete with everything they could want from recreational activities like tennis and golf to security and friendly neighbors. Will sat in the passenger seat as he looked out the window. Same design house after another after another as old, retired couples walked down the street, tended to gardens, or talking with their neighbors. They waved at the car as it drove by at the same time which was a little weird.

"You'd think that making all the houses here look like one another would be a bad idea. It's got to make it confusing." Will commented as he looked at one of the houses and saw an old man having climbed a ladder up to the roof to fix a satellite dish. You'd think that this place would have people to do that for them. That's when the saw the old man slip but instead of falling down, he backflipped off the gutter and landed in a superhero landing. "Whoa."

"Starting to like this place, huh Will?" Max asked, having kept his eyes on the road as he was driving so, he didn't see what Will saw.

"Uh…not exactly but there's something in the water here because I don't think senior citizens should be able to move like ninjas." Will told him as they arrived at Grandma Vera's house which looked just like all the others. They got out of the car and even though it was October, the sun beating down on them was hot as was the air. "Geez, even in the Fall Arizona is hot."

"At least it's not a humid hot like Florida." Max pointed out and Will had to concede that.

"Fair enough." He replied when noticed Grandma Vera's neighbor, an old bespectacled man was looking at him through the window and judging by his facial expression he wasn't happy. He seemed to screech at him before twisting his neck and closing the blinds. "Wow, I feel so welcome."

"Just watch your cheeks." Max told him as Grandma Vera opened the door.

"Max! It's so good to see you!" The elderly woman rushed over to hug her son who hugged back.

"It's good to see you too, mom." Max hugged her before separating so she could see Will.

"Oh, look at you my little Will. All grown up!" She pinched both his cheeks and shook his head.

"Ow…" Will muttered.

"Come on in. I can't wait to chew the fat with all of you." Vera led them into her house filled with regular knickknacks a grandma would have. Pictures of kids and grandkids, paintings, and in Grandma Vera's case dozens of stuffed or fake birds. She was a retired ornithologist. They talked, drank tea, ate cookies and around dinner time she made her famous meatloaf.

After eating three servings because Grandma Vera kept serving him despite him saying he was full but she said he was too skinny. After dinner, which ended at about 5pm Will decided to go take a walk to burn the three servings of meatloaf and mash potatoes he was force fed. He walked down the street when he smelt the delicious aroma of a fresh baked apple pie and saw one resting on a window sill. He walked over to get a better smell and saw an elderly woman trying to swat a fly when it landed on the roof. That's when she jumped up and stuck to the ceiling like a spider and ate the fly.

"Ok…I was not expecting to see that." He backed away and turned to leave when he saw Vera's neighbor drive down the street in a golfcart. When the lawn sprinklers turned on, the old man panicked and went out of his way to avoid the water at all costs like he was afraid of it. "And so, the plot thickens. Where are you going?"

He followed the old man to the garbage recycling center and saw him elongate his legs and jump over the locked gate. Will hid behind the wall and peaked his head out through a bar in the gate to see the old man push a dumpster that was covering a secret door in the ground. "What the hell is going on here?" He took out his phone and began recording everything when his hand bumped against the chain on the gate by accident, alerting the old man of his presence. The old man responded by twisting his head around like in the exorcist. "That's not normal!"

"AAAHHH!" The old man let out an unholy and inhuman like screech before twisting his body around and charging at him. Will put his phone away and got onto the old man's golf cart and began driving as fast as he could back to Vera's. That's when he saw the old man running after him, not falling behind at all when he was having the cart go 15mph. The old man's arms then stretched and grabbed onto the sides of the cart and tried to pull him back.

"Whatever vitamins they have these old people, they need to seriously change them." Will grabbed one of the golf clubs in the bag and hit the old man's left wrist, slicing through it like it was jelly. This allowed him to keep moving when the Omnitrix began beeping and blinking green.

"Alien DNA signature detected." It spoke and he realized it must have scanned the old man and provided him with an answer.

"Figures." Will muttered when he heard a thud on the roof of the cart and it was the old man, hanging on. He swerved the cart to try and get him off when he saw the water fountain in the middle of a roundabout. "All right, old man. Let's see how you like to get wet!"

He veered towards the fountain and bailed at the last second, rolling on the concrete as he saw the old man scream in horror. The golf cart crashed into the fountain, sending the old man into the water fountain where he screamed in agonizing pain before shrinking into a yellow slime-like creature. Then he finally dissolved into nothing.

"Guess Signs wasn't such a stupid movie after all." Will quipped to himself before running back to Vera's house, unaware that he had the gaze of multiple senior citizens whose eyes glowed. Will slammed through the front door where he saw his dad and Grandma Vera talking at the kitchen table over some tea.

"Will, there you are. You've been gone for a while. Are you all right?" Vera asked.

"Will, everything ok?" Max wondered, seeing his son rush in like something bad happened.

"Dad, I need to talk to you. Outside." He urged his dad who nodded and excused himself as the two talked by the car.

"What's wrong?" Max asked.

"Aliens, dad. They're here in Shady Acres." He replied and Max wasn't expecting to hear that. "Ok, when I was out for my walk, I got distracted by an apple pie when I saw an old lady trying to swat a fly. When it landed on the roof she jumped up and ate the fly like a frog. Then there's Vera's next door neighbor."

He took out his phone and showed his dad the footage, full exorcist head turn and scream. "That is terrifying." Max said.

"Yeah, how do you think I felt. The Omnitrix picked up alien DNA so we're dealing with aliens but lucky for us they hate the water. I crashed it into the water fountain and it withered away but I highly doubt there are only two." Will pointed out.

"All right, I'll call Director Henshaw for some backup." Max took out his phone and contacted DEO headquarters.

"Dad, even if they can get here soon, they could be walking into a trap. We have to assume that everyone besides Grandma is an alien and we have no idea what they're planning but I know where we can learn. The alien was heading to a secret door in the garbage yard." Will told him before holding up the Omnitrix. "By the time Director Henshaw gets here it could be too late."

"Ok. Just let me tell Director Henshaw what's going on." Max told him before heading inside to grab his gun he had in his suitcase. He told Director Henshaw what was going on but it would still take at least half an hour for the nearest strike team to get close so Max and Will would secure the scene. Thankfully, Grandma Vera fell asleep while Max cleaned up and tucked her into bed. Will used XLR8 and super sped to get something.

Max grabbed his tactical gear which consisted of a pistol, a thigh holster for his gun and a chest rig to hold a knife and spare ammo. He heard a sonic boom and saw a blur stopped in front of the house along with a flash of green. Max opened the door to see Will holding up a large bag of water guns.

"Seriously?" Max thought that this was stupid.

"What? I said the things hate water so it's time to introduce them to Nerf and its Super Soakers." Will smirked before filling them all up to their max. Once they were ready, they each had a large super soaker rifle and two water pistols on their hips.

"I feel ridiculous." Max commented.

"I know, isn't it great?" Will asked as he pumped the water gun. "Let's do this."

They took Aunt Vera's golf cart to the garbage yard and with their water guns they honestly looked funny and Max felt ridiculous. He drove past an old couple playing shuffleboard and kept up a smile but when they saw his water guns they growled before slinging the shuffleboard pucks at them like bullets.

"Shit!" Max swerved the golf cart to avoid the pucks as they bashed against the cart and one was thrown hard enough to knock off the roof cover. As they drove down the street, senior citizens from every home on the street walked out of their door and began screaming like the aliens in Invasion of the Body Snatchers before running after them.

"Oh, this is so not good." Will fired his super soaker and began squirting the aliens as they got close along with Max but it wasn't enough water to kill them. With the amount they fired it just made them recoil in pain and hiss at them. He thought the super soaker idea would work but now he needed a new one and that's when he saw the water fountain up ahead. "Dad, head for the water fountain!"

"What's your plan?" Max asked as Will activated the Omnitrix and began cycling until he found Upgrade.

"Turn Shady Acres into a water park." He slammed the dial down and his body began morphing into black and green nanobots and nanites until he turned into Upgrade at which point, he began merging with the golf cart. Max held on as he saw Upgrade merge with the golf cart, turning it into a slick and fast super car which sped past the aliens and slid in front of the water fountain. Then tubes extended out into the water fountain and the cart changed again into a stationary gunner station with four main guns or more accurately super-sized and powerful alien water cannons. The driver wheel turned into the gunner seat of a fighter jet with a high-tech targeting system. When the alien old people saw the new weapon, they all froze in fear while Max smirked.

"Ok. This I can get behind." Max rested his hands on the trigger grips as Upgrade's face appeared on the screen next to him.

"Time to get wet and wild!" The four water cannons unleashed a torrent of water equal to that of a hurricane force ocean wave that washed over the alien shapeshifters causing them hiss and scream in pain. They tried to run away or escape but the water hit them like cannonballs and it wasn't long before they were all dissolved. After enough water, Will changed the water turret back into the golf cart before demerging with it and slamming on the dial to turn back to normal.

"They picked the wrong planet to invade if they hate water." Will commented before getting back into the cart and heading to the gate unaware that several of the alien shapeshifters had survived and were now following them.

They arrived at the garbage area and pushed the dumpster to reveal the secret door which just opened up to reveal a large and deep hole. "Well, that doesn't look suspicious at all. And I don't have any climbing gear." Max said.

"I got this." Will dialed up his Omnitrix and pressed it down, morphing his body into a large alien bug with four insect-like flat legs with two arms and seemed to be wearing a white colored jumpsuit with blue stripes. It had four pedunculated eyes on the side of his huge head where the Omnitrix symbol was located, two large wings and a tail. This was a Lepidopterran or as Will called him, Stinkfly. Why? Because of the smell. "Hop on."

"Oh, great. It had to be this one." Max climbed onto the back of the alien bug and held his nose as Stinkfly flapped his wings and began hovering down the hole. It took a while as the hole was at least a half a mile long but they eventually touched down into a large chasm with tunnels heading all over the place. Stinkfly hit the symbol and turned back to Will.

"Wow…they must have either been here for a while or are serious worker bees to build a tunnel like this." He said. "What do you think they were doing?"

"I don't know. But considering how they pretty much infected most of the people here then it's nothing good. Trouble is, where do we go from here?" Max asked. "Think Wildmutt can give us a hand?"

"Sure thing. Just don't yank on the fur." Will activated the Omnitrix and slammed the dial down, changing into a large orange furred dog-like ape with no eyes, ears, nose, or tail. It had a black shoulder pad with the Omnitrix on its left shoulder, a pair of sharp claws on its front paws and a protruding pair of bottom fangs. It did have a pair of gill-like nostrils on each side of the neck which allowed it to use its enhance sense of smell to navigate the area. Wildmutt began sniffing around the ground and air like a hunting dog on the track for its prey when it began growling at the cave heading south so Max climbed on, allowing Wildmutt to race there as fast as it could.

Even with Wildmutt running fast it took a couple of minutes before they arrived in a tunnel that was slowly being covered in a strange grey/yellow goo like the alien shapeshifters. Wildmutt followed the goo until they arrived at a boarded up part of the tunnel which he barrel through with ease and saw they entered an underground cave system but that wasn't the weirdest thing they saw. At the bottom of a ravine, they saw hundreds of green pods and a huge purple UFO.

Max got off of Wildmutt who slapped the Omnitrix symbol and turned back to normal. "Whew. This really is turning into invasion of the body snatchers."

"Come on." Max drew his regular pistol and a water gun and led the way. They climbed down the ravine and walked through the literal field of green pods. Will walked over to one and saw they contained the real senior citizens from Shady Acres. "They've abducted almost everyone from Shady Acres."

"What do you think their plan is then?" Will asked, walking over to the UFO.

"Either as some kind of slave labor to take off this planet or food. Either way, it's not good. I'm calling Director Henshaw." Max took out his phone to call him but wasn't getting a signal. "Dammit. We're too far down."

Will touched the side of the ship which opened up to reveal the interior of the ship and even more pods. "What are they going to do with them all?" He asked.

"Food, of course." They heard and turned to see four more senior citizens walk towards them. Max aimed his guns at them while Will readied the Omnitrix. "We need to eat and these humans were ripe for the taking."

"Earth isn't a grocery store. I suggest you leave now or else." Max told them.

"Feisty, just how I like my food." The aliens then shifted into their true forms which looked like giant yellow ameba-like alien blobs. "Now we'll eat you too once you marinate long enough."

"Sorry but we're not on the menu." Will activated the Omnitrix and slammed the dial down, morphing his body into pale green crystals. Will grew up to about 8 feet tall with a black and blue jumpsuit and the Omnitrix symbol over where his heart used to be. His body was now made of crystals with an angular shape to the back of his head, yellow eyes, and crystal shards on his back. A Petrosapien or as Will called him, Diamondhead. "And you guys are going down just like the rest of invaders."

He held his hands out and fired barrages of crystal shards like a machine gun which would have devastated any piece of machinery, concrete structure, or any other alien. And it did slice through them like butter but their bodies just reformed. The aliens then turned into piles of goo and merged together into an even larger goo monster.

"Whatever you are, you just made a mistake. Us Limaxes can't be beaten by Petrosapiens." The monster shouted as it lashed out a goo tentacle at him but he quickly rolled out of the way and slammed his hands down, creating a crystal shield that blocked a tentacle swipe before pulling it off the ground and throwing it at the monster like a tire. That's when he saw a water pipe on the ceiling by some stalactites so he quickly fired three crystal shards that pierced the pipe and caused water to spray down on the alien which made it shriek and hiss in pain. "NOO!"

"Sorry but you picked the wrong planet and species to eat." Diamondhead told him when he heard the UFO's engines power up. The alien blob managed to slither away onto the ship as the door closed as part of its escape. "Oh, I don't think so!"

He rushed forward and slapped the Omnitrix, turning into Upgrade where he quickly jumped onto the ship and began merging with it. Within seconds, Upgrade spread throughout the entire ship and had it under his control, stopping the launch and force ejected the Limaxes out of their vessel where the water that rained down on them did its job and dissolved them into nothing. Once that was done, he shut down the ship for good and morphed out before the timer on the watch blinked red and turned him back to normal.

"As Will Smith said in Independence Day, Welcome to Earth." Will quipped only for his dad to shake his head. "What? It was perfect."

About half an hour later, the first DEO team arrived and then more to help take inventory of the alien UFO and remove the senior citizens from the pods. Director Henshaw arrived soon enough with his team to see the situation with his own eyes. He looked at the ship in both admiration and frustration. "How did our scanners not pick this up?" Henshaw asked one of his agents.

"I can answer that, sir." Will raised his hand but Max lowered it because he looked foolish. "Uh, I interfaced with the ship as Upgrade to stop them from leaving. It's got a class-10 stealth system, one of the most advance stealth systems there is in the universe. There's no way anything from earth could have picked this up."

"Well, that's not comforting." Max pointed out.

"But I did get a lot of data on the system so I might be able to use Upgrade or Grey Matter to adjust your satellites to be able to pick those systems up from now on." Will suggested and Henshaw nodded, liking that idea.

"What else can you tell me about them?" Henshaw asked as they walked through the cavern and passed by agents who were working on removing the senior citizens from their pods.

"Limaxes, from the planet Limaxia. Think of them as more advance versions of the Blob alien from the horror movie. They can impersonate anyone they see but they come from an extremely hot and dry planet so water is their Achilles heel. Probably why they came to the middle of Arizona. And they eat or assimilate other species to grow their own like parasites." Will explained, knowing all of this from the download he got from the ship.

"Any more of them here?" Henshaw wondered.

"No. Throughout the rest of the universe, probably but this was the only ship on earth. They came here a few weeks ago to eat and found this isolated community perfect for them. Dad and I took down all the Limaxes in the area before they could feast." Will answered. "The people in the pods should be ok. They've essentially been asleep this whole time so they won't know what happened."

"Excellent work, Mr. Detmer. You handled yourself fairly well for a civilian." Henshaw praised him and Will smiled.

"Well, I've got good genes and a stubborn attitude. Plus, I've watched a lot of alien movies and killed plenty of aliens in video games. With some actual training, I'm hoping I can do a lot more." Will hinted and Henshaw nodded.

"If your serious about this…our main DEO facility is in National City, California. It's hidden, fortified against aliens and we have a desert facility about 100 miles away where you can train with the Omnitrix. Not to mention that by staying in National City you'll be able to go to school and college. I highly doubt your father would be ok with you just dropping out." Henshaw pointed and Max nodded.

"I figured." Will replied.

"I do have you warn you though, once you take this route you can't go back to your normal life." Henshaw warned him only for Will to hold up the Omnitrix.

"Who wants a normal life? I'll start packing my bags and filling out the paperwork when we get home." He replied before walking away.

"That's quite the son you've got there, Max." Henshaw remarked and Max chuckled.

"Yeah, I'm lucky." Max replied. "I know this seems less than ideal but after seeing how Will handled himself…I think he could do some good."

"He's impressed me so far but he still has a long way to go." Henshaw reminded Max.

"And I'll be there to help him." Max promised.

"See that you do." Henshaw told him before leaving. Unbeknownst to Max, Henshaw's eyes glowed red for a brief moment before they turned back to normal.

Midvale

Kara Danvers was sitting in her room with her sister Alex hanging out before bed. While the Kenny situation didn't go or end as they thought it would, it did bring them together. That's when they heard a knock on the door and they knew it was Eliza.

"We're turning off the lights, mom. I swear." Alex told her as she walked in with a familiar looking telescope in one hand and a sealed envelope in the other.

"I just came to drop this off." Eliza said as she handed the telescope to Kara.

"This is Will's telescope. I heard it was in the Sheriff's car. Why do you have it?" Kara asked.

"I heard the doorbell ring and this was on the front step along with a note to give it to you and Alex." Eliza handed the note to Alex who read it over.

"Will's moving to California." Alex read out loud.

"What? Why?" Kara wondered why her other best friend was leaving.

"It says for family reasons but he wrote that he wants you to have the telescope, Kara. He knows you'll take care of it like Kenny would have." Alex explained. "And he says to read what's in the envelope."

Kara put the telescope down and opened the envelope to see printed out photos of the night sky but a fast moving blur was captured as well. It was Kara and Kenny must have captured them. Kara, Eliza, and Alex were beyond worried when Kara read his message.

"I found these on Kenny's computer marked under important and secret. It took me a while to figure out why but then again, he liked you Kara so it made sense. I wiped the hard drive on Kenny's computer and smashed it to pieces so don't worry. Kenny was my friend as are you so your secret will always be safe with me. Hopefully, we meet again one day in the future but I'm leaving Midvale and I won't be coming back anytime soon. Take care and tell Alex I said goodbye as well. -Your friend, Will." Kara read out loud. "He found out about me."

"But he said he'll keep your secret and we know Will. He would definitely do that." Alex told her and Kara nodded.

"I just wish I could have said goodbye." Kara muttered.

"Maybe you'll see him again one day, Kara. Who knows?" Eliza told her before giving her daughters a hug.

Line Break xxxxx

November 2007: National City, California

National City was a huge Californian hub much like its sister cities of Los Angeles, San Diego, and San Francisco. Housing a population of over 4 million people and as a global epicenter for fashion, it was home to several important corporations like CatCo Worldwide Media, a Luthor Corp office location, and the growing hub of Lord Technologies but it also housed the DEO headquarters disguised as a regular skyscraper. But while the headquarters was located in the middle of the city, its desert facility about 100 miles away hidden in the Anza-Borrego Desert Park was where many of the aliens the DEO apprehended were held prisoner. It was in the desert and they were able to make a large enough facility hidden under ground to make sure they didn't get out. And it was able to house the large military vehicles and helicopters that couldn't be housed secretly in the city.

Director Henshaw, Max, and a lot of other DEO technicians and agents were at the main computer hub patiently waiting as Grey Matter was diligently going about his work. Between squeezing through the various computer and machine components, he was doing his job to enhance and upgrade the DEO's computer system beyond what was capable from earth's engineering. This would make it so that from now on they'd be better prepared and able to detect even the most advance stealth systems of incoming space ships and the unique signatures of interstellar warp-drive engines.

"Almost there…" They heard Grey Matter say as he finished building the last piece of detection tech and installed it into the main system before climbing out of the back of the computer and walking over. "…and done. The upgrades to your system are operational."

Agent Vasquez took a seat at the computer and activated the system which showed everyone a far more advanced interface and detection system then before. "Wow, this system is unlike anything I've ever seen."

"And it'll do what you say it will?" Henshaw asked.

"Yup. With the upgrades to your system, you'll be able to pick up incoming alien signatures coming to the planet in ways that you couldn't before. And I modified the operating system so it's running 123% smoother and the inbuilt quantum entanglement microchip will be able to gather all necessary data that you'll need for whatever situation. And it has an easy to use interface system." Grey Matter explained before the Omnitrix began beeping and after a flash of red light Will appeared sitting on the computer. "Sorry."

He got off the computer so the other technicians could get to work. "Well done, Mr. Detmer." Henshaw told him.

"Thank you. To a Galvan, this may as well be a baking soda volcano. With the long list of modifications you want, it's gonna take a while since I can only use Grey Matter for maybe fifteen minutes max." Will pointed out.

"Then we'll use every second you can spare when you're not training. Speaking of which, it's time for your next session." Henshaw told him.

Will was escorted into a training room where he continued his combat training in order to become a future DEO agent. He has some basic self-defense lessons from his dad growing up but now he was really learning how to fight. It started off with basic boxing and MMA training but would eventually encompass even more as he got older. He would learn everything a DEO agent did from the technical aspects to everything to the biological to the physical. And along with training how to use the Omnitrix and its aliens to do some real good.

After several hours of training in combat and some sessions as Diamondhead, Will was a sweaty mess. Sprawled out on the training floor drenched in sweat and breathing heavy, he was content to just lay there as long as he could. That's when a cold bottle of water was place down next to him by his dad.

"You're getting better. You're remembering to keep your left hand up to your face." Max said as Will opened the bottle and guzzled the entire thing down in a few seconds.

"Yeah, well after enough times of getting punched in the face I think it finally set in." He replied, managing to sit up as he wiped his forehead of sweat. "Is this what everyone went through?"

"Pretty much. The DEO requires rigorous physical and psychological evaluation from all prospective field agents. Not to mention the slew of other tests Henshaw is gonna prepare for your aliens. You'll need to know everything about them both strengths and weaknesses if you really want to be able to use them in the field." Max told him.

"I've done pretty well so far." Will said.

"True but so far we've gotten lucky. A lot of the aliens the DEO has taken down aren't like the Limaxes with such an easy weakness." Max cautioned him.

"I'll be ready, dad. Promise." Will swore when the alarm on his phone went off reminding him to finish his homework. "I think that's enough today. I've got some homework to finish for tomorrow."

"I'll give you a ride back to the city since Director Henshaw wants you to limit using the Omnitrix in the open." Max told him, helping his son off the ground. "How's the new school treating you?"

"Fine. Easy adjustment and I've been keeping up with everything as best as I can. Helps to have a Galvan there to help when you need it." He replied only for Max to shake his head.

"You use Grey Matter to help you with your homework?"

"Only the Calculus and Physics problems I have trouble with. To him it's like walking and besides, when I'm at home I've been using him to design a whole bunch of things for the future." Will told him.

"Oh, really? Like what?" Max wondered.

"Well, for starters there are the items that Director Henshaw requested but consumer tech like a small communication system you wear on your wrist to new modes of transportation and even advanced computer tech. After college, I could start a small tech start-up or even sell the designs to another company and make a small fortune to make a nice nest egg." He explained only to see his dad give him a look. "And set up something nice for you so when you retire you can get a nice cabin with a lake view."

"Nice save…and nice idea. So, what else has Grey Matter designed?" Max asked as the two made their way home. Their home being a modest three room apartment in the city. Close enough to the DEO headquarters skyscraper and a bus ride from Will's school and National City University. Nice thing about living in National City was that they also had a great college as well.

The next day, Will walked out of his high school and waited at the bus stop by the curb. That's when he noticed a flyer on the lamp post for Zombozo's Traveling Circus of Laughs that had been in town the past two days with its final showing tonight. He took the flyer but once he saw the creepy looking clown on it, he immediately put it back. He hated clowns. He heard some weak chuckling and saw some of the students huddled together with almost drained expressions on their faces. They didn't look good and despite the waking and pleas of their friends, they seemed stuck like that. Even some of the teachers were acting like sloths. Granted he wasn't complaining but something was going on. Whatever their drained state was, it even made them delirious as it made one male student walk off the sidewalk and into the street where a car was heading straight for him.

"Hey!" Will rushed over and pulled him back just in time to avoid getting hit as the car swerved to a stop. "What the hell were you thinking? Were you trying to get yourself killed?!"

"Heh…Zombozo was funny…heh…everyone loves the circus…heh." He muttered, almost like a zombie. Some teachers rushed over as Will snapped his fingers and shook the dude but nothing. Something was seriously wrong and maybe that circus freak was responsible.

Will headed to the DEO base after that using XLR8 since his dad was already there. He walked into the DEO desert base and passed by the agents who already knew who he was and saw Director Henshaw at the computers as his technicians were reviewing all suspected alien activity.

"Mr. Detmer, you're early for your training. I thought I told you to limit the use of the Omnitrix. We don't need pictures of aliens showing up in National city." Henshaw reminded him.

"XLR8 can go Mach 50 on a slow day so he's basically a blur on camera and practically invisible to the naked eye. Besides, I needed to get here fast and people could think it's just Superman." Will reached into his backpack and handed him a notebook of Grey Matter drawn designs for the DEO upgrades including body armor, weapons, and containment systems. Unbeknownst to both of them, the Omnitrix's face dial turned from green to yellow, indicating it was capturing a new alien. "By the way, here are some of the designs you requested."

"Excellent." Henshaw handed them to an agent. "Get this to the lab right away."

"Yes, sir." The Agent left and Henshaw thought the matter was settled when he noticed Will was still next to him.

"Is there something else I can help you with?" Henshaw asked.

"Yeah, is there any alien activity going on in National City?" Will wondered.

Henshaw wasn't expecting him to ask that and wondered what happened. "Not that I'm aware of. What is it?"

"I think something is going on in the city. At school, a bunch of students and even some of the teachers are acting like zombies." Will put it bluntly.


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