Victory of Vilgax Overrided

Gwen, Kevin and Max are taking prisoner aboard Vilgax's ship when Vilgax Overrided shows up

Vilgax Overrided: well well well, look what we have here, the Tennyson team but where's the so called "hero"

Gwen: he's not coming because you broke him

Vilgax Overrided: (laughs) so what chance do you think you have without your hero?

Gwen: with this!

Gwen shows Vilgax Overrided the Ultimatrix

Vilgax Overrided: Another Omnitrix?!

Gwen: yeah, that's right and it's called the Ultimatrix and I'm gonna kick your butt with it

Gwen transforms into Spider monkey then twists the Ultimatrix symbol and turns into Ultimate Spider monkey then breaks the bars

Vilgax Overrided: what?! I have never seen an Arachnachimp that looks like this!

Ultimate Spider monkey: that's because I'm an Ultimate Arachnachimp

Vilgax Overrided: Ultimate? It seems that to take over the universe I don't need the Omnitrix, I need Ultimatrix!

Ultimate Spider monkey: sorry but you're not having it

Vilgax Overrided: We'll see

Vilgax Overrided runs to the central command centre of the ship

Kevin: hey get back here!

Gwen, Kevin and Max run after him and see that he has himself linked to a computer along with the Omnitrix

Max: what're you doing?

Vilgax Overrided: I'm giving myself ultimate power

Vilgax presses a button that absorbs All the DNA from the Omnitrix and transfers it to him transforming him into a Chimera like creature

Max: Vilgax Overrided, what what did you just do to yourself?!

Vilgax Overrided: I have absorbed All the DNA from the Omnitrix, now I'm the most powerful alien In the universe

Kevin: whatever, we're still gonna kick your butt

Vilgax Overrided: be my guest, attack me however you wish

Kevin: okay

Kevin transforms into Bashmouth and punches Vilgax Overrided multiple times but does nothing

Bashmouth: what the heck? How did that not do anything?

Vilgax Overridedv what part of "Most powerful alien In the universe" don't you understand?

Max: okay, how about this?

Max through mini bombs at Vilgax Overrided but it doesn't even give Him a scratch

Max: that was the equivalent of 10 tons TNT how did you survive that?!

Vilgax Overrided: (laughs) I am invincible

Gwen: I have an alien even more invincible than you!

Gwen transforms Cannonbolt and twists the Ultimatrix symbol and turns into Ultimate Cannonbolt and rolls at Vilgax Overrided at the speed of Mach 2 but he stops it with just one hand and throws her away as she transforms back

Gwen: ugh, how are we gonna beat this guy?!

Vilgax Overrided: you can't

Vilgax Overrided blasts Gwen, Bashmouth and Max out the ship as they fall from 500 feet In the air

Bashmouth: hold on guys

Gwen and Max hold on to Bashmouth as they keep falling but Bashmouth Shields them with his body then when they fall to the ground Kevin transforms back

Gwen: Kevin, are you okay?!

Kevin: yeah, I just need to rest for a while

Gwen: Grandpa, what're we gonna do?

Max: I don't know

Just then Vilgax Overrided transmits a message to all the TV's of the world

Vilgax Overrided: people of Earth, previously when I tried to take over your planet I was defeated by Ben Tennyson, the self proclaimed hero of Earth but now I have all his powers and now there is no one who can stop me!

The transmission ends

Max: you know... He might be right

Gwen: but I thought that Azmuth said that the Ultimatrix was supposed to defeat Him

Max: Maybe you aren't the right one to use it

Gwen: well who is?

Max: ...Ben