The boundless night sky glittered with stars beneath a silver moon that hung high, casting soft strands of light across the earth.
Crack!
A bolt of purple lightning ripped through the peaceful heavens. Thunder boomed in its wake, deafening and wild, shattering the night's stillness.
Countless black storm clouds, carrying a sharp, briny scent, swept across the sky, blocking out the moonlight. The wind howled through the air, blanketing the ruined battlefield below.
A fine drizzle, thin as silk threads, fell into the muddy crater.
Within it floated a ghostly figure—skin ashen white, a single glowing violet eye flickering faintly in and out of sight.
"Why... what's happening to my body?" Kevin's voice rasped, hoarse and full of disbelief as he stared down at his hands.
Raindrops pattered steadily from the sky, falling onto his pale palms—yet they passed right through, as if he weren't even solid.
"Ghostfreak." Humungousaur's gaze narrowed. So Kevin had absorbed the power of Ben's Omnitrix after all.
Not far away, inside a cracked phone booth, Ben pressed against the foggy glass, staring wide-eyed at the spectral figure in the rain.
"How is this possible? Why can Kevin turn into Ghostfreak?" His mind reeled in disbelief. He hadn't transformed, and Kevin hadn't drained any energy from him.
Grandpa Max frowned deeply. "Ben, Kevin didn't touch your watch, did he?"
He had seen this kind of power before—and no one understood it better than him.
Ben thought for a moment, then nodded. "Yeah. When Kevin turned into Heatblast, he grabbed my watch and tried to rip it off. But then he got blasted away."
"How did he get blasted away?" Grandpa's face darkened.
Ben shrugged. "No clue. Maybe he ticked the watch off. It released this weird energy wave that threw us apart."
Grandpa Max sighed, shaking his head but saying nothing more.
"Grandpa, you don't think Kevin copied all of Ben's alien powers, do you?" Gwen asked worriedly.
Grandpa Max nodded slightly, his expression growing even more serious as he stared toward the battlefield.
BOOM!
A flash of lightning tore across the sky, illuminating the devastated street in harsh white light. The wind roared like a beast, whipping the trees until their branches bent and their leaves scattered like confetti.
From a corner swallowed in shadow, a dark silhouette flickered past, leaving behind a bone-chilling cold...
In the rain, the towering Humungousaur stood unmoving, its massive green eyes glowing eerily through the darkness.
Streams of water cascaded down its thick tail, rippling through the puddles below and vanishing into the mud.
"No wonder that punch didn't land—you turned into Ghostfreak," Humungousaur said in a low rumble.
Kevin blinked, realization dawning. His purple ghostly eyes gleamed as he rasped, "I get it now... it's that watch of Ben Tennyson's."
"Let's see what else I can become."
He focused, summoning the strange power within him.
Zzzt—!
A sharp, agonizing pain tore through his entire body, as though every cell screamed at once. It felt like millions of ants were gnawing at his skin, forcing a strained groan from his throat.
Before long, his ghostly white body began to shift again—turning solid, crystal-like, and glowing emerald green.
Through the Humungousaur's bright eyes, Kevin's form solidified into the mighty Diamondhead.
"Perfect. I've been waiting for this."
Humungousaur lifted his mountain-sized fist and brought it crashing down.
Caught off guard, Diamondhead was smashed flat to the ground. Sharp fragments of green crystal shattered off his body, scattering across the street in a dazzling spray.
"Damn it! You think I'm that easy to beat?!" Diamondhead snarled through gritted teeth as his body began to change once more.
A layer of molten red magma spread over the green crystal, filling the cracks that ran across his body. Blistering heat radiated outward, scorching the ground beneath his feet until it hissed and smoked.
Heatblast raised both hands, forming two blazing fireballs before hurling them toward the towering Humungousaur.
"Pointless."
Humungousaur swung its massive claws, batting the fireballs aside. They exploded midair, dissolving into clouds of steam.
Then, with a powerful stomp, it shattered the ground beneath its feet and lunged forward like a falling mountain, slamming down on the blazing alien.
BOOM!
The impact echoed like thunder. The entire street shook, buildings crumbling and trees snapping under the shockwave.
Beneath the enormous foot, a small, blue, frog-like creature scrambled out of the rubble. It darted away on quick little legs, fleeing as fast as it could into the stormy night.
"Grey Matter, I see you!" Humungousaur roared, stretching out his massive arm and slamming it toward his opponent.
Just like in the original story, transforming into one of the Omnitrix's alien heroes didn't just change physical traits—it also subtly influenced one's personality.
The hot-headed Wildmutt, the wisecracking Brainstorm, the steady and honest Humungousaur… each form came with its own instincts. In fact, the first time Ben transformed into Wildmutt, he went berserk—attacking everything in sight until someone stopped him.
If it were Lucian's usual self, he never would've shouted before striking.
Thud!
Humungousaur's palm slammed down where Grey Matter had been, but in the next moment, the tiny alien dissolved into a streak of black-and-green liquid that splashed across a nearby Rolls-Royce.
Upgrade!
Within seconds, the liquid form completely fused with the luxury car, reshaping it as sleek green circuitry pulsed across its body. The vehicle's sides morphed into twin green energy cannons, glowing with a cold technological light.
A green lens blinked to life on the windshield—it was Upgrade's eye.
It flickered mockingly as a cold laugh came through the speakers. "Looking for a ride, dumb lizard?"
The words made Humungousaur's blood boil. His tail lashed out furiously, sweeping toward Upgrade with crushing force.
The green Rolls-Royce revved its engine and sped away in an instant, narrowly dodging the blow. Its side-mounted cannons swiveled and opened fire, unleashing a rain of glowing green bullets that tore through the air, each one carrying violent kinetic energy.
And that wasn't all.
Upgrade's eye flashed again, releasing a powerful laser beam that ripped through the rain, cutting the air like a roaring emerald dragon as it surged toward its target.
The barrage struck Humungousaur head-on, sparks flying across his thick hide.
But his body was built like living armor. With a thunderous roar that shook the ground, Humungousaur pushed through the onslaught and charged straight at the Rolls-Royce.
He raised his massive hand and brought it crashing down, smashing the car into a heap of twisted metal.
Upgrade's liquid form spilled across the ground, black-and-green fluids merging with the puddles of rainwater.
"Die!"
Humungousaur roared, grabbing a nearby boulder and hurling it down.
Whoosh!
The pool of liquid suddenly sprang to life, launching forward before transforming midair into a vicious fish-like creature that landed at Humungousaur's feet.
Ripjaws opened his razor-filled jaws and clamped down hard on Humungousaur's foot...