Hey everyone, thanks again for your patience. Well, here we are with the climax to episode 6 of my Avengers of the Multiverse series. Thanks for all your support. So without further delay, let us begin.

Part 3

The abomination that was the amalgam of multiple deceased Mutradi Mega-Beasts gave an ear-splitting roar that rocked the entire sky as it had fully climbed out of the hole it made on the G3 base, standing at the far east end of the floating fortress.

The Avengers in the Quinjet had all been rendered speechless at the sheer appearance of the monster. Even Lance couldn't believe his own eyes.

"Holy crap…." Ben uttered in fear.

"What… is… that?" Illana stuttered.

"It appears to be made of multiple body parts from several of the Mega Beasts that Titan has defeated in the past." Octus replied.

"Uh yeah… I think we can see that." Kim pointed out.

"It's not just Mutradi however." Octus said, getting everyone's attention. "I can definitely sense a great deal of active nanites inside that thing."

"It's an EVO." Rex said with a serious expression. "Van Kleiss made it."

"A giant alien EVO made like Frankenstein." Danny stated. "Yeah this could be a problem."

The Mega-EVO-Beast turned it's dragon-head appendage towards the Qunjet as the dragon-head glared before it shot forward and opened its mouth to fire a large red laser beam from it's tongue. It appeared to hit the Quinjet, causing it to explode.

With a roar, the monster believed itself to be victorious. However, a bright flash of white light that grew to enormous mass caught its attention. The next thing that the monster saw coming was a giant fist across its beetle-like head to send it flying across the deck and off the ship. The monster used its bat-like wings to stabilize itself in the air as it glared at Titan that stood proudly on the ship.

The smoke from the remains of the Quinjet cleared to reveal Danny Phantom and Rex having formed a dual green and blue bubble-shield with Ecto-Energy and Rex's Block Party build. Rex also had his Rex-Ride that enabled Ben and Kim to stand with him.

"Thanks for the save guys." Kim said.

"Don't mention it." Rex and Danny said at the same time.

The Mega-EVO-Beast gave another roar as Titan took a running start along the fortress of G3 before jumping and using its boosters on its feet to fly and tackle the monster, driving it down through the clouds as the rest of the Avengers descended towards the ship. Danny deactivated his portion of the shield and grabbed Rex to turn himself and Rex, as well as Ben and Kim who were still holding on, intangible as they phased inside the base and landed in a hallway where Rex retracted his builds.

"You think they'll be alright?" Kim asked.

"Kim, its Titan we're talking about. They'll be fine." Ben said.

"Yeah, but we just lost our big gun; three of our strongest teammates." Danny stated.

"It's probably what he wanted." Rex said. "Why he made that thing in the first place."

"You think somehow Van Kleiss knew about Titan? How?" Kim questioned.

"Don't know, but it's definitely something he would do. Create a big distraction to take out the enemy's biggest gun before getting what he wants." Rex guessed.

"The guy's a real strategist, I'll give him that much." Danny granted.

"Rex, you know this guy, doesn't he have any weakness?" Ben asked his friend.

"Maybe." Rex tried to think before his eyes widened in realization. "It's nanites! His nanites!"

"What do you mean?" Danny asked.

"Van Kleiss literally lives off nanites; probably due to being blown apart during the original event." Rex explained. "That fancy gauntlet of his isn't just for show, he used it to drain EVOs of their nanites, turning them into stone in the process. Before, he could barley leave his home of Abysus without it's nanite-infused soil; that is until he took my nanites, but even then he still needs a steady supply to keep himself alive."

"But since you cured almost every EVO in your world, that means he now has a limited food source." Danny realized. "And since he's probably been turning people into EVOs left and right here…"

"He's gotta be running on fumes right now. Especially after making that 'Franken-Kaiju.'" Rex said.

"That's taking a pretty big risk though." Ben noted. "Especially considering how smart you said he is."

"Maybe that's why he's here." Kim guessed. "Maybe he's planning on using something from G3 to sustain himself."

"We can find out after we find and beat the crap out of him." Rex said seriously.

"Right." Danny tried to access his communications. "Solomon, are you there?" There was no response. "Solomon?" Still no response. "It's jammed."

"So now what? I mean this place is huge! What are we gonna do, open every door till stumble on him by accident?" Kim questioned. "With Breach he can be anywhere on the ship!"


Five Minutes Earlier

"Report in now!" Solomon ordered as several of his men continued to work the controls.

"We've lost contact with the Omega Lab! All indications point out to it being compromised!"

Solomon looked toward the screens up front to see the Mega-EVO-Beast roaring on the roof of the base and couldn't contain his surprise. This was a nightmare! How could one man do all of this?!

"Where is the intruder now?!" Solomon questioned. However, he received his answer in the form of a swirling red portal opening behind him as all the G3 agents in the room took out their guns and opened fire.

They didn't even get a second to shoot however as several crystal shards shot out of the vortex to scatter many of the agents, including Solomon who jumped out of the way. Skalamander roared as he ran out of the portal, followed by Biowulf as he leapt into the air and lashed his claws at the agents to cut many of them down.

Solomon charged directly toward Biowulf who tried to slash at him as well, but Solomon had swerved out of the way and grabbed Biowulf's wrist to throw him directly at Skalamander and knock him down as well. However Solomon just noticed an incoming object out of the corner of his eye and just barley swerved to dodge a certain elongated gauntlet as he jumped back to see Van Kleiss himself stepping out of the portal with Breach and I-Bol close behind him just as the portal closed.

"Get off my ship!" Solomon pulled out a laser-pistol from his jacket and opened fire on Van Kleiss, only for the megalomaniac to duck as he lashed his gauntlet out at Solomon again, only for him to jump over it and directly towards Van Kleiss with a kick, which he was barley able to avoid. Solomon followed through with multiple punches towards Van Kleiss' chest to knock him back slightly. When Solomon tried to deliver a roundhouse kick, Van Kleiss was actually able to catch his foot with his gauntlet before extending it and dragging him along the wall before throwing him across the entire room, slamming hard on the wall before falling down. He tried to pick himself back up, only for Biowulf to pin him down.

Van Kleiss walked toward him with a smug and taunting grin. "I do believe you mean, my ship." He reached his gauntlet to grab Solomon by the shoulder before a yellow light shinned and Solomon began to change and shift. His body grew as his skin became black and he transformed into something akin to a humanoid panther with a single eye on its chest and a second mouth on its tail.

"Master, look!" Skalamander said as he pointed to the screen on the bridge to see Titan standing against the Mega-EVO-Beast.

"So, this is the Avengers' greatest weapon. Titan." He smirked. "Quite impressive." The Pack looked on the screens to see Titan flying and tackling the Mega-EVO-Beast and flying with it away from the ship. "That should keep it occupied. I-Bol, see if you can find Rex and the rest of his comrades. No doubt they are here as well."

The silent EVO walked toward the console and injected a set of claws into it as several different numbers and data-streams were shown on it's single eye-like appendage on its head as the screens themselves shifted to static briefly, before camera images appeared to show Rex, Danny, Kim, and Ben having just entered the hallways.

"They're here." Biowulf stated. "What would you have us do, Master?"

"I would like you to keep the rest of the Avengers occupied, while Rex and I catch up and I-Bol, continues to work. Breach, if you would?" Van Kleiss instructed as the controlled Breach began to open several portals.


"So now what? I mean this place is huge! What are we gonna do, open every door till stumble on him by accident?" Kim questioned. "With Breach he can be anywhere on the ship!"

Right as she said that, a large red portal opened up beneath the group, catching them by surprise.

"Speak of the devil." Kim did not see that coming.

Danny, Kim, and Ben we're both being sucked into the portal; while a smaller portal opened behind Rex as Van Kleiss' gauntlet stretched out and grabbed him by the back of the jacket and pulled him in just as the rest of his teammates we're finished sinking.


A portal opened up from the air as Ben, Kim, and Danny all fell out and landed on the ground.

"Where are we now?" Danny questioned.

"Still looks like we're in the ship." Ben looked around to see the group was now in a massive chamber that seemed big enough to even hold Titan himself.

"But where's Rex?" Kim asked. "He's not with us."

"You should be more concerned with yourselves right now."

They looked upwards to a bridge twelve feet above them to see Biowulf, Skalamander, and Breach all standing in attendance; along with at least two dozen different EVOs all above them on the upper floors that gave all sorts of snarls and roars.

"Oh you've got to be kidding me." Kim's eye lids lowered in annoyance as Biowulf and Skalamander all jumped down, followed by the rest of the EVOs as Kim took a combative stance, Danny readied his Ecto-energy, and Ben transformed into Four Arms.


Rex slammed hard against the wall and groaned as he tried to pull himself up. "You never do cease to disappoint, Rex."

He glared up at his hated enemy as Van Kleiss stood in the middle of the ship's bridge while I-Bol continued to work at the control console.

"Why are you even here?" Rex questioned. "You never go anywhere without a reason. How'd you even get here anyway? Breach might be able to do pocket dimensions, but I doubt she can do parallel earths. You barley managed time travel with her."

Van Kleiss had a bit of half-smirk. "Yes that was rather disastrous, wasn't it? As for your more broader question; let us just say you're not the only one who's made new friends recently."

Rex sighed. "Still playing head games, huh? Fine. How about we play one of my games." Rex formed his BFS. "See who can cry 'Uncle' first!" Rex gave a yell as he charged at Van Kleiss who responded in kind.


Titan and the Mega-EVO-Beast grappled each other as they flew and tumbled throughout the clouds. However, the Mega-EVO-Beast was able to send a charge of purple electricity throughout its entire body that seemed to shock Titan and knock it off. This left Titan open for the monster to shoot a large blue energy beam from the mouth on it's chest, a green energy beam from in-between the horns on it's beetle-like head, and another red beam from its dragon-head appendage. All three beams hit Titan to send it falling hard and crashing along the ground.

Titan crashed and skidded along the empty valley as it tried to stabilize itself. Titan then tried to stand up as it looked to see the Mega-EVO-Beast landing on the ground, the blob portion of its bottom half softening the impact.

"Just look at that thing." Illana said in awe and fear. "It's like every monster that we've faced in the past come back to haunt us."

"We've beaten them all before, we can do it again." Lance stated as Titan formed a sword in its hand and flew right at the monster. Titan tried to slash at it, but the monster raised its larger and bulky black hand to actually catch the sword, while using it's elongated brown arm to slap Titan away and send it rolling back.

Titan landed on its feet just as the Mega-EVO-Beast shot another green energy beam from its horns, forcing Titan to create a shield with its arm to block the attack. The monster pressed forward with another blue beam from its chest-head, and yet another red beam from the dragon-head appendage. All three beams condensed onto Titan's shield as it struggled to hold it back.

"Our shield is about to give out! We can't hold back!" Octus exclaimed.

"We need to get some distance!" Lance ordered as Titan threw back the shield, barley avoiding all three beams that shot past it and exploded on the ground far behind them.

Titan took to the air once more and readied a bow-and-arrow construct as it shot an arrow at the monster. However, the blob portion of its lower body began to quickly grow and expand around the rest of its body, incasing it in a dome-like shield that quickly hardened right as the arrow hit and exploded, barley causing a dent in it. Titan tried to lay a volley of explosive arrows while flying around it; after ten or so more arrows, a large explosion erupted that created a large crater. However, the smoke cleared to reveal the hardened shield still intact. The rock-dome began to quickly crack however before it exploded in a large surge of purple electricity as the Mega-EVO-Beast roared.

The wave of purple lightning shot out all around and hit Titan; causing its three minds inside to briefly loose control of its flight, forcing Titan to fall on the ground. Lance, Illana, and Octus tried to regain control as Titan struggled to stand up.

"This is insane!" Lance exclaimed. "Its attacks are not only devastating, but we can't seem to get a good hit on it either!"

"I still can't believe this monstrosity is the work of one man." Illana said. "Rex wasn't kidding when he told us how much trouble Van Kleiss was capable of."

"That may be this monster's weakness." Octus said, catching the others by surprise.

"What do you mean by that?" Lance asked as Titan formed its shield again and ran to move out of the way to avoid another energy blast. As it ran behind the monster, the dragon-head-appendage stretched over its own body and shot another blast, forcing Titan to form its sword to slice and parry it.

"During our battles with all the Mutradi Mega-Beasts, I scanned each of them." Octus began to explain as Titan continued to maintain its distance and play defense from the Mega-EVO-Beast's long-ranged attacks. "Though they are all Mutradi, they are different species, each with its own unique biology. It should be impossible for their different biological systems to cooperate like this. It just isn't natural."

"So how come we're seeing it with our eyes?!" Lance questioned as Titan used its jet boosters to perform a standing-long-jump to avoid another trio of laser blasts and flip over the Mega-EVO-Beast and land on the other side.

"It's gotta be those nanites!" Illana guessed. "There's just no other way."

"Exactly." Octus continued as Titan continued to avoid more of the energy blasts and attacks. "Rex said how Van Kleiss was able to turn living creatures into EVOs and control them; meaning that the nanites he uses are actually programed to obey him. I saw how Rex cured that one EVO when we first met Van Kleiss and I scanned him as he did it. His body actually absorbs many of the nanites and extracts them from the host bodies while simultaneously deactivating and reprograming them. During the process, the energy bonds that keep the system together is broken and repaired separately so that the host can no longer mutate."

"Meaning what exactly?" Lance questioned once again as Titan tried to go on the offensive and shoot an energy beam from its palm, forcing the Mega-EVO-Beast to bring up it's hardened shield again to block the attack.

"I think I may be able to replicate the same sort of process." Octus summed up.

"Wait… you can cure that?!" Illana was so surprised that Titan stopped it's attack, allowing the monster to break out of its own shield before it shot into the air with its bat-like wings and shot down towards Titan.

"Cure what?! It's basically a mashed up pile of Mutradi carcasses!" Lance stated as Titan ran out of the way as the monster crashed into the ground to create a large tremor that shook the area.

"Well I can't exactly cure it." Octus explained. "Only Rex can do that. I can only assume it has to do with his own unique nanites bonded with his own biological systems. But I can target and isolate each of the individual nanites inside that monster's body. Then I can send a powerful electric charge throughout its own systems that should destroy all the nanites."

"And without that, it'll fall apart like a house of cards!" Lance exclaimed as the Mega-EVO-Beast stood out of its pile.

"Octus, how long do you need to have that ready?" Illana asked as Titan stood its ground to face the monster.

"Maybe ten minutes. It needs to be calculated precisely for this to work." Octus replied.

"Until then, we stand our ground." Titan formed its kusarigama weapon, holding the scythe-end in one end and spinning the chain-end around in the other.

The Mega-EVO-Beast roared again as it shot another attack at Titan, who charged directly at it in response.


G3 Headquarters

Several EVOs had jumped down and piled on top of Four Arms, only for him to shoot out all his arms to knock all the EVOs off him. He grabbed one by the leg and spun him like a makeshift weapon to knock back several other EVOs. However, Four Arms wasn't prepared for Biowulf to pounce onto him and slash at his chest, causing Four Arms to yell in pain. He growled as he grabbed both of Biowulf's claws with two of his arms and used the other two to deliver a devastating upper-cut to send him flying upward, but Biowulf was able to catch himself on a railing several stories up before jumping down from platform-to-platform back down towards the battle.

Danny fired beams of his cyro-energy at several EVOs around them in order to freeze and contain them, as opposed to seriously injuring them as they were still G3 agents. Hoefully Rex could cure them later. Danny was forced to turn himself intangible to avoid the crystal shards shot at him by Skalamander on the ground. Danny then flew directly at him and laid several punches across his body before giving a roundhouse kick to Skalamander's already twisted head and knock him down.

Kim wasn't having as much fun with a trio of EVOs chasing her as she ran toward a large pillar at the far side of the massive chamber. She jumped and ran up the pillar and back-flipped over the rabid EVOs as they ran smack into the wall. However Kim could just barley avoid the portal shot towards her as she looked to the side to see Breach. Kim ran towards her to try and deliver a kick, but Breach opened a portal in front of her, as Kim couldn't react in time as she fell in.

The portal opened all the way to the top of the large chamber as Kim began to fall. However, she didn't fall very far as Danny quickly flew in and caught her before landing close to Four Arms as they were almost completely surrounded.

"We're barley making any progress here." Danny stated with a growl of frustration.

"And who knows if there are any more EVOs in the ship." Kim added. "And we have no idea where Rex is!"

"Probably with Van Kleiss." Four Arms guessed.

Danny tried to think of a strategy quickly. There was little doubt Van Kleiss had all this planned. He created a monster to remove Titan from the area, and he isolated Rex while keeping the rest of the team busy with a small army of EVOs. Danny hated to admit it, but Van Kleiss was actually a brilliant strategist. He looked at Breach as she stood alongside Biowulf and Skalamander as an idea came to mind.

"Ben; transform into one of your fastest aliens and find Rex!" Danny ordered. "Kim and I can handle all this."

"And leave you guys here?! No way!" Four Arms exclaimed.

"I gotta go with Ben on this one Danny." Kim added. "We're just barley holding our ground with Ben's help."

"We might have an extra player here." Danny explained. "If we can get Breach's collar off, maybe she can come over to our side and she can tip this whole mess in our favor! But Ben, you need to find Rex! Van Kleiss wants him for something and I don't want to know what it is! You're the fastest on the team, and you've already built a strong friendship with Rex; he'll listen to you if you help him out!"

Ben realized that Danny was right. Before they even formed the Avengers, Ben already had a solid friendship with Rex. Van Kleiss could definitely get into Rex's head again and play all sorts of mind games and make him loose his focus, but Ben would be able to help him to regain his focus and if they worked together, not even Van Kleiss would stand a chance.

Four-Arms then pressed then Omnitrix symbol on his chest and transformed into XLR8. "Alright, good luck guys." With that, XLR8 zoomed out of the chamber, knocking down several EVOs along the way.

"You know we just lost our most powerful player, right?" Kim asked.

"Yeah." Danny said. "All we gotta do is get that collar off."

"Easier said than done." Kim said before smiling. "But then again, when is it ever easy?"

Danny smiled back. "Let's do it!" Both of them gave warrior cries as they charged right into the larger group of enemies.


Rex swung his massive sword at Van Kleiss repeatedly, only for the mad scientist to dodge each blow. With a vertical-downward slash, Van Kleiss wrapped his elongated gauntlet around the blade before using his own strength to pull Rex in for a punch to the gut, followed by one to the face, before flinging him across the room to the far wall at the back end of the room.

The teenage EVO hero groaned as he pulled himself up. "How are you still going? You made like what three dozen EVOs plus your little wannabe Kaiju! You gotta be running out of nanites by now!"

Van Kleiss smiled. "I'm actually impressed that you remembered that. Unfortunately for you Rex, that's no longer the case." He lashed out his gauntlet again to impale Rex in the chest with his injectors, causing Rex to yell in agony. "After your little 'world-wide cure', there were barley any active nanites left in our world. So, I had to adapt. I won't bore you with details, but I found a new way to sustain myself. I no longer need a constant influx of nanites."

Rex looked beyond surprised as he was, for the first time in a long while, rendered speechless. Van Kleiss doesn't need to feed off nanites anymore?! How is that even possible!?

"However, while I may not need to live off nanites; your Omega Nanite still has value." Van Kleiss continued. "Consider it insurance." Rex then felt an intense pain as Van Kleiss sunk his gauntlet's injectors deeper into Rex to try and pry his nanites out. "It truly is a pity Rex. Had you joined me when we first met, you could have been my right hand! But now, you're going to die as you've always lived: all alone."

Before Van Kleiss could continue however, a blur shot past him as he felt a powerful force smack him in the face; forcing him to let go of Rex while also sending him flying and smacking hard into the wall. Van Kleiss looked in surprise to see XLR8 standing in front of him.

"Too bad for you, he's not alone." XLR8's faceplate closed again as he zoomed at Van Kleiss and hit him repeatedly while circling around him before slamming his tail into his abs to knock him all the way to the other side of the room before zooming right toward the stunned Rex and changing back to Ben.

"Ben I… how did you….?"

"Remember what I said before?" Ben smiled as he offered Rex a hand. "About us kicking his ass together?"

Rex smiled back as he accepted his friend's hand and stood up while the two faced the recovering Van Kleiss.

"And that's why I always shot down your offers, VK." Rex told him. "Why would I be your servant, when I already got all the friends I could ask for."

Van Kleiss frowned as he stood up. "Very well then. Your friends can all die with you!" He shot his gauntlet at them again; forcing Ben and Rex to scatter as the former activated his Omnitrix to transform into Swampfire who shot a large stream of fire at Van Kleiss.

The attack hit him dead on as he used his own strength to pry the metal from the floor to act as a shield; but this left him open for Rex to come in with a Funchuck in his right hand as he bashed Van Kleiss back with it who tried to lash his gauntlet out again, only for Rex to form his Block Party shield in his left hand to block it.

Swampfire then came charging in and punched Van Kleiss across the face before following through with several more slugs. However, Van Kleiss was quick to recover as he punched Swampfire back before grabbing his head with his gauntlet and stretching it out to slam Swampfire into Rex. Unfortunately for the mad scientist, Swampfire had already transformed again, this time into Rath as the stronger alien grabbed the gauntlet right as he landed on his feet and pulled it and Van Kleiss into a powerful fist that sent Van Kleiss crashing into the ceiling before falling down.

"Let me tell you something Van Kleiss, self-proclaimed leader of all EVOs!" Rath began. "You may be a scientist with a big brain and an even bigger ego, but Rath's fists are even bigger than that!" He roared as he raised both his fists and brought them down onto the ground just as Van Kleiss rolled back and tried to pick himself back up.

"Heads up!" Rex called out from behind as Van Kleiss turned around to see Rex's punk busters kick him into the air like a soccer ball, where Rath met him in the air to deliver a devastating kick of his own to send him crashing and breaking through the wall.

Rex chuckled a bit. "Almost forgot how good of a tag-team we make."

"Let me tell you something Rex Salazar!" Rath exclaimed. "Rath and Rex don't make a 'good' tag-team. Rath and Rex make the best tag-team in the history of tag-teams! Now give me a high-five so we can tag-team this guy's ass into oblivion!"

Rex laughed as he high-fived Rath before they both charged directly at the recovering mad scientist.


Danny flew at high speeds directly towards Breach as she disappeared into her own portal before reappearing behind Danny to land a kick; as he was barley able to avoid a claw slash from the EVO that was recently Solomon by turning intangible. He saw he was quickly surrounded by several more EVOs.

"Can't get to Breach like this. Gotta get some breathing room." Danny uttered to himself as he flew straight up into the air, he didn't get more than thirty feet high as another Breach portal opened up and she tried to punch him, but he flew backwards only to almost back into another Breach portal where she kicked him across the face. Danny found himself surrounded by several more portals as Breach continued to punch and kick him; while Danny simply guarded himself in order to find a good opening.

Meanwhile; Kim leapt onto the head of one EVO and bounced from head to head, heading directly for Skalamander who tried to shoot a hail of crystal shards at her, but she jumped from one EVO's head and higher into the air to avoid the attack where she flipped multiple times before landing both her feet hard into Skalamander's face and using it as a springboard to propel herself straight upward, the force knocking Skalamander down onto the ground.

Kim was able to make three stories up where she grabbed the railing along a side platform and pulled herself upward with a flip. However, she didn't have enough time to rest as Biowulf had already leapt up to her and slashed towards her, his claws easily cutting through the railing as she slid away from him.

The young spy noticed some stray rods on the ground from the railing Biowulf sliced up. She quickly picked two long pieces up and spun them around like a pair of batons before taking a battle pose.

"What do you say, fido? Shall we dance?" Kim challenged.

Biowulf growled in response as his own eyes glowed red before charging at her with his claws. She was able to block and parry each of his claw strikes with her make-shift weapons before she spun her left rod to knock back one of his claws and strike Biowulf across the face before she jumped into the air above him while he was disoriented and swept her feet to knock him down. She was about to bring both her rods down on him, but Biowulf caught them in his claws before pulling back his feet and kicking her back.

Kim could only watch in shock as Biowulf sliced her makeshift weapons like they were made of tissue paper. He glared at her as her skills reminded him of a certain green-suited man from Providence that he had a personal grudge with; giving him all the more motivation to slice her up.

"I'm going to enjoy cutting you to pieces."

Kim laughed nervously. "You didn't have all your shots before you turned, did you?"

Biowulf said nothing as he leapt at her again with his claws, forcing her to cartwheel back and avoid his onslaught.

Meanwhile; Danny was able to keep himself steady, fully bracing for Breach's continuation of punches and kicks from multiple portals. He just had to keep this up. Wait for the right moment. That moment came when both of Breach's enlarged arms shot towards him, as Danny caught both of them.

"You tried that trick before. Guess being programed doesn't account for adaptability, does it?" Danny said as he charged his cyro-Ecto-energy through his arms to her body, causing her arms to freeze as the ice traveled through her portals. Breach's own body soon revealed itself as the upper half of her body was almost completely frozen up to her neck, where her collar was.

Breach's blank look appeared to fade as one of resistance was being formed. Danny concentrated his ice powers to the point where the collar was completely frozen.

"Sorry about this." Danny apologized as he charged his Ecto energy through the ice and into the collar, causing it to short circuit and break apart. Breach then screamed in pain as the collar broke off and she lost consciousness, and her grip over her powers as she began to fall.

Acting quickly, Danny flew in and caught her bridal-style before flying toward an upper level and setting her down gently as her eyes began to flicker open.

"Hey, are you okay?" Danny asked.

"I… is… is this real?... Or a…dream?" Breach stuttered.

Danny was a bit surprised before he gave a reassuring smile. "It's real; don't worry, I'm a friend. My name's Danny, I work with Rex."

That caught Breach's attention. "Rex?" She tried to stand up. "Is he here?"

"Yeah. Listen, I know you we're just being controlled and all, but we really need your help." Danny said.

"Control…" Breach's eyes widened before a scowl appeared on her face. "Van Kleiss."

Biowulf lashed at Kim's back, causing her to scream in pain as the impact sent her falling off the railing and landing down hard onto the ground, breaking her right arm in the process as it took the brunt of the impact. She groaned in pain as she felt her broken arm while gazing up at the many EVOs that surrounded her, including Biowulf who jumped down and landed alongside Skalamander.

"No one can help you. You're all alone now." Skalamander stated

Almost in direct response to his statement; several red portals opened up along the floor as all the EVOs fell in before the portals disappeared and a salvo of Ecto-beams blasted both Biowulf and Skalamander back as Danny came flying in while grabbing both of then by their necks and flying straight up before tossing them into the air and shooting them even higher up with powerful Ecto-beams from his hands. They were propelled upward right into a large red portal as a second one opened along the ground and both were shot out and crashed hard into a wall before falling unconscious.

Danny flew down towards Kim as Breach appeared via a portal next to her. "Kim, you okay?" He helped her up.

"Aside from a broken arm and a large dog scratch on my back? Yeah, just peachy." Kim joked with a grunt.

"Hang on." Danny was quickly to apply a thin icy-coat to her scratch-wound as well as her arm a bit and spread a thin layer of ice while not entirely freezing her arm. "It should seal your wound so it doesn't get infected as well as numb the pain, a bit of a makeshift cast for your arm to. It's not much, but it should hold till we can have Octus or a doctor look at it."

"Thanks." She looked towards the other individual in the room. "Breach, right?" She nodded silently. "I should say thanks to you to. What happened to all of them?"

"I put them in my safe place. They won't be a problem." Breach said.

"Well, at least till Rex has a chance to cure them." Kim said as Breach looked at the two of them with one simple question and a hate-filled look in her eyes.

"Where is Van Kleiss?"


Titan flung the chain end of its kursagami weapon to entangle the dragon-head-appendage before planting its feet firmly onto the ground and heaving forward, pulling the Mega-EVO-Beast forward as Titan lashed out it's scythe weapon to cut off both the dragon-head-appendage as well as the elongated arm before the monster skidded to a halt past Titan.

The creature roared as it picked itself back up before black goop began to fill in the holes where its missing limbs were before the goop lashed out at Titan. Its weapon couldn't slice through any of this and Titan was forced to loose it as the Mega-EVO-Beast sent a charge of purple electricity through its goop-arms and into Titan; causing Illana and Lance inside to yell in pain.

"We can't take much more of this!" Illana exclaimed.

"We don't have to! Everything's ready now!" Octus stated.

"Then it's time we end this!" Lance shouted as Titan formed dual blades in both its hands to cut away the goop ensnaring it; forcing the Mega-EVO-Beast to retreat its limbs just as Titan activated its feet boosters and shot at the monster with intense speed. Titan then grabbed the monster by the head.

"Initiating nanite destruction charge now!" Octus yelled as a surge of white energy shot from Titans arms and into the Mega-EVO-Beast, causing it to roar in absolute agony.

The energy surged through nearly every molecule of the monster as it worked at an a microscopic level. The nanites were all hit by the energy as every single tiny machine throughout the creature's body was overcharged with a surge of energy before each individual nanite began to explode; causing a chain reaction. Titan backed let go and flew away as several small explosions erupted all across the Mega-EVO-Beast before it went up in a flash of light.

*BOOM!*

Titan covered its face as the explosion shook much of the area. When the bright flash cleared, there was nothing left but a crater of where the monster once stood.

"Let's see him make an EVO out of that!" Lance stated with a confident smirk on his face.

"Great work Octus!" Illana congratulated.

"Thanks, that may have been the toughest battle we've had yet." Octus stated.

Titan stood for a bit before a red portal opened a bit away from it, up on the same level of its head as the giant hero turned to see Danny fly out of it and wave to Titan.

"Hey guys, looks like you're all done here." Danny said. Titan nodded in response. "Good, then let's finish this."


G3 Fortress – Bridge

Van Kleiss was sent flying by a punch of Rex's Smack Hands right towards Wildvine as he lashed out his tendrils to ensnare Van Kleiss while in midair, and used the momentum to slam him hard onto the ground for a more painful impact.

"Oooh, that's gotta hurt." Rex did a fake wince with a cocky grin, as he was glad to see his archenemy in such pain. However, said enemy wasn't done yet as Van Kleiss lashed out his gauntlet again and grabbed Rex by the throat as he swung him across the room and slammed him hard onto Wildvine to knock him back.

Van Kleiss seemed to completely loose his patience as, while still holding Rex, stretched his gauntlet far to the other side of the control room and heaved him to slam Rex's body hard onto Wildvine before retracting his gauntlet.

The maniacal EVO breathed heavily as he was still in a great deal amount of pain before standing up straight. He slowly and menacingly walked towards the recovering Rex and Wildvine, the later was able to stand up easier.

"Come on Kleiss, we can do this all day." Wildvine said with a smirk.

They wouldn't need to however as a red portal opened up to Van Kleiss' right side and a large fist courtesy of Lance's Manus Armor slammed across Van Kleiss body to send him realign to the furthest side of the room, close towards the main door. But that wouldn't be the end of it as Danny, Octus, and Illana in her Corus Armor, all came through and shot a combination of an Ecto-beam, white electricity, and a blue energy blast right at the recovering Van Kleiss to completely tear the wall down and have the rubble pile on top of him.

"Huh, what took you guys so long?" Rex cracked as Wildvine transformed back into Ben.

"Sorry, had a bunch of rabid EVOs to fight off." Danny joked back as Kim herself walked through the portal and joined everyone else, still supporting her broken arm with the ice-cast Danny made.

"Yeah well, we took care of the big boss so, you're welcome." Ben cracked as he and Rex shared a fist-bump.

"Yeah-yeah." Kim waved with a grin and a shake of her head.

Rex noticed her arm and his smile faded. "Kim, you okay?"

"I'll live, nice to have you back Rex." She said honestly as it seemed his happy and cocky attitude returned.

"Glad to be back." He nodded as he turned toward the swirling red portal with a knowing smile. "Glad to have you back to, Breach."

Breach herself was the last one to walk out of the portal before it closed and she smiled at Rex. "Hey, what are friends for?"

They all heard a groan as they saw the injured Van Kleiss try to pull him out of the pile of rubble. Lance was the first to point his armor's machine-gun cuffs at him.

"You better not move if you know what's good for you." Lance warned.

"Here. I don't want these anymore." Breach outstretched her hand as a portal opened up in front of her and the unconscious bodies of Biowulf and Skalamander landed next to him.

"Once again, epic fail Kleiss." Rex taunted. "Now we got some questions for you, and you are going to answer them. So, you wanna do this the easy way, or the fun way? Please say the fun way."

"How did you get here to this Earth? What do you want?" Illana questioned as well as everyone kept their eyes trained on him.

Van Kleiss was on his hand and knees as he took multiple deep breaths before he looked past them. It would seem that not one of them, not even Ben or Rex who we're fighting him the entire time, noticed I-Bol in the room still at the main control console. The silent EVO had finished its work as it turned to its master and nodded.

"'What do I want'?" Van Kleiss said with a slight chuckle. "I already have it!" In a sudden flash of inhumane speed, Van Kleiss had lashed his gauntlet out straight towards Octus. His injectors pierced not only Octus' outer body but also even his central unit as his body began to surge, shifting between his normal form, and his holographic disguises of Newton and Dad.

"Octus!" Illana exclaimed in shock as none of the other Avengers saw that coming. Using this surprise, Van Kleiss pulled Octus back with his gauntlet and wiped him outward to knock all of them back before he grabbed I-Bol and pulled him back towards himself and his downed Pack members.

"Rex." Van Kleiss said as the teenage EVO hero turned to his enemy. "It was good to see you again. And I'm looking forward to our next meeting." He pulled out an odd device and pressed a button before a white flash blinded the entire group. The flash subsided as Danny, Lance, Rex, and Ben we're ready to attack only to find Van Kleiss and his allies had all vanished completely.

"What just happened?!" Danny questioned in surprise.

"Where did he go?!" Lance questioned in frustration.

Rex however glared and gave a slight growl. "Not again." He groaned.

Ben turned around to see something that caught his immediate attention. "He can wait, right now one of our friends is down." The group turned around as Lance deactivated his armor and ran to the downed Octus with everyone else, while Kim and Illana we is already there. Breach stood nearby as well, but kept her distance.

Octus body continued to glitch a bit between his hologram disguises. "Octus! Octus! Come on, don't you dare disappear on us! Not again!" Illana pleaded as it looked like she was almost ready to cry.

However, that would not come to pass as Octus stopped shifting and his natural body slowly began to stand up. "I'm alright. I'm alright."

Illana and Lance both breathed a huge sigh of relief as everyone else looked just as relieved as well.

"Octus, are you okay?" Lance asked.

"Yes… I should be fine." Octus assured them.

"Do you know what he did to you?" Ben asked.

"I'm not entirely sure." Octus stood up fully. "I am not detecting any sort of viruses or malicious programing throughout my systems. Although, I did detect a small energy drain during contact; not enough to be fatal however. I should be just fine."

"Well, I'm just glad you're okay." Illana said with a smile before giving one of her closest friends a hug.

Rex smiled to before turning toward Breach who looked a bit awkward, feeling like the odd one out. "Hey, you okay?" He asked her.

She nodded. "You've got questions for me, don't you?"

"Yeah, but that can all wait." He gave an assuring smile. "Right now, let's get this place cleaned up."


It took several hours; but Breach was able to pull back all the EVOs she stored in her pocket-dimension, and Rex was able to cure every single one of them, Solomon included. They and Kim also received the proper medical attention. Due to G3's advancements in technology and medicine, her scratch wound and broken arm were mended almost good as new, though her arm would still be sore for a couple of days. Once that was all done, the Avengers escorted Breach back to the Mansion as they all sat in the Assembly Hall to ask her some questions about what Van Kleiss would have wanted.

"You don't remember anything?" Illana asked with surprise.

"I remember everything and nothing." Breach said with regret.

"So… that's a 'no' then." Lance assumed, only to have Illana give a slight elbow to his side.

"All I do remember, is Van Kleiss putting that collar on me. Everything else is a blank, a nothing with no end." Breach said.

Despite the odd phrasing, the Avengers seemed to get it. "And since the collar was destroyed, we got no way to trace it back." Octus assumed.

"Solomon and the rest of G3 searched all over their base. They came up empty. No sign of Van Kleiss or his pack." Kim informed.

"I don't think he's gonna show up anymore." Rex assumed. "I think he got what he wanted, whatever it was."

"And you said he doesn't need nanites anymore?" Ben asked.

"That's what he said." Rex said.

"Maybe he was lying." Danny guessed.

"No, he was going at me all out." Rex replied. "And that was after he made all those EVOs and that super-sized alien EVO to."

"Well, looks like we got one more major bad guy to add to the list." Kim said.

"So Breach… what are you going to do now?" Danny asked her.

"I don't know." She said honestly. "I really don't know."

Most of the Avengers shared sympathetic expressions, even Lance looked a bit softened, till Illana smiled an idea came to mind.

"Why don't you stay here, with us?" The princes offered, catching Breach by surprise. "Stay at the mansion. You'd have a nice warm bed to sleep on, people to talk to, plus it be nice to have another girl around."

"I'm all for that." Kim seemed onboard. "And from what we've seen, you can definitely handle yourself in a fight."

"You… you want me… to be an Avenger…?" Breach had no idea what to say.

"If you want to." Danny told her. "And you don't have to join the team if you don't want to. You can just stay at the mansion if you just want a place to crash."

"This place is rather big so you won't be imposing on any of us." Octus seemed on-board.

"Anyone who's a friend of Rex's is a friend of ours." Ben said with a smile. Lance meanwhile said nothing, but thought this was a good idea. Even if she didn't join the team, in which case her own powers would make her a valuable ally, they would at least be able to keep an eye on her.

"You can stay here if you want, but if not, we understand." Rex said. "Breach, I told you before that I don't quite understand you, but I still want to help you. We can give you the one thing Van Kleiss never could: friends. Real friends."

Breach was truly speechless. She was once an enemy to Rex, while it was true she was able to form a friendship with him, she hadn't expected everyone else to open up so quickly. Providence would never have treated her with this sort of respect, yet they all were, despite all she'd done. Her eyes welled up as it seemed like tears were about to fall down her face. She used one of her large arms to wipe them away.

"Thank you… but no."

Most of them looked in surprise at that response, save for Rex who had an understanding look on his face.

"It all sounds very nice… but I don't know if I'm ready to be with another group. Not yet. I… I think I just need some time to myself." She looked towards Rex with a natural smile. "I think… it's about time… I try to clear my head."

Rex nodded. "That's fine. Like we said, you don't have to join us if you don't want to."

"You've probably been through a lot." Ben added. "So if you want to take some time to yourself, go right ahead. Take as much time as you need."

"And whenever you feel you're ready or you need help, just give us a call." Kim added.

"You'll always be welcome here at Avengers mansion, Breach." Illana said with a warm smile. "You can consider this to be a home for you. We'll leave the door unlocked."

Breach smiled before she ran over to Rex and gave him a quick hug before opening a portal behind her and jumping in.

"You sure that's okay? Letting her go like this?" Lance asked.

"She'll be fine, don't worry." Rex assured.

"She seems like a pretty good person. A bit… odd… but who isn't?" Kim said.

"I do hope she comes back. All she really needs is friends, and I'm sure we can all give that to her." Illana stated.

"Either way, I think we found a new ally." Danny said. "But getting back on track, you sure Van Kleiss didn't leave anything in you Octus?"

"I triple checked all my systems. There is no trace of any damage whatsoever." Octus replied.

"So what did he want then?" Lance asked. "He shows up in our universe, attacks G3, all for what?"

Rex had a serious look on his face. "I don't know, but I got a bad feeling that we're gonna find out soon."


Meanwhile; in an unknown location, Van Kleiss stood at a computer console alongside I-Bol as the silent EVO began to off-load the data it absorbed.

"That was certainly eventful." Van Kleiss said. "Rex has indeed found powerful allies, so I think it's best we remain with our allies for the time being as well." He looked towards the screen on the console as the data was being uploaded and schematics appeared. "We may have lost Breach, but I believe we have gained something even more valuable."

Van Kleiss looked at his gauntlet as he can see the small energy he took from that robot. The unique energy source that powers such a unique and marvelous machine, all while looking at the screen with a malicious smile as he saw the fully downloaded schematics of Octus.

Done.

Again, thank you for your patience. So good news: Breach has become an ally to the Avengers (though she hasn't officially joined the team, yet). Bad news: Van Kleiss got what he wanted. But what could he want with Octus? Mysteries began to pile up as the Avengers continue to face more of their foes.

One thing I'd like to say. There will be a small break until my next Avengers episode. Sorry to do this to you, but I have a fic that I've been planning to write that I intend to start as soon as I can and I have been wanting to write it for quite a while. Don't worry, I still plan to continue with my Avengers series, so I once again ask for your patience as I continue to work. I'll try to have more episodes uploaded as I work with my other stories as well, but don't expect the next one for a couple of months or so.

I love you all 3,000 :p

See you next time! AVENGERS ASSEMBLE!