Taskmaster tossed the shield aside, only to get engaged once ageing by Agent Danvers, she stuck out with several quick jabs and a swinging kick, but Taskmaster caught the kick and used the momentum to swing her away. Soon after he turned to his other foe, only to be meet with a diamond fist to the face, Taskmaster was knocked to the ground dazed. He picked himself up once again, only this time Diamondhead struck the ground with his fist and diamonds quickly grew around Taskmasters feet preventing him from moving. Taskmaster struggled against his bonds to no avail.
Diamondhead smirked as he approached the villain. "Ya know last time we fought, you caught me of guard." He said, the smirk never leaving his face, "But then I learned something about you." He then leand in close and caught a fist that Taskmaster sent his way, immediately a trail of diamond spread across Taskmasters arm, all the was to his chest and covered his entire body, leaving only his head untouched.
"You can copy my moves. But you can't copy my powers" He finished. He then turned to Carol, who had retrieved her gun and had it pointed at Taskmasters head.
"I think its say to say mission accomplished." Diamondhead confidently, putting his hands on his fist in a heroic pose. Carol rolled her eyes at the act and prepared to contact SHIELD.
"Now ah wouldn't count my chickens just yet partner" a voice suddenly called out. Before Diamondhead could react, a green wave of sonic energy struck him and sent him hurtling him through several crates before coming to a halt. The power and intensity of the blast combined with Diamondhead's natural weakness to sonic attacks, the teen hero was immediately knock out cold. In flash of green light Diamondhead reverted back into Ben, his mask still covering the lower half of his face.
Carol stood in shock at the sight turned to the source of the attack. Out from the shadows can three individuals, each one wearing a suit that covered their entire bodies, including their faces. Carol recognized those suits and new exactly who was wearing them. The Enforcers, a team of mercenaries that work for the Big Man of crime in New York City.
The lead man wore a suit with a yellow and red colour scheme, with yellow on the head and upper body, and red on the arms and lower torso. He had large, round, mechanical gauntlets on each forearm. This was Shocker, leader of the Enforcers
The second man had an much skinnier build and wore a suit that was grey and red. Grey on his face, arms and chest, while red on the head, legs and torso. He was Ricochet, the team's acrobatics expert.
Finally the third mad was a large heavy built man, he wore a suit with the same colour scheme as Ricochet, only his suit included large hydraulic joints on the arms and legs. This was Ox, the muscle of the team.
Carols eyes widened at the sight of the three power suited mercenaries as they walked into the area.
"Looks like you got yerself in a bit of trouble. Ay their Tasky." Shocker said in amusement at the sight of the diamond encrusted Taskmaster.
"If you would be so kind as to free me from this confinement Shocker. We still have business to take care of." Taskmaster responded coldly. Shocker nodded and pointed his right fist at the diamond shell, the gauntlet glowed green with energy and a weak wave of vibrational energy shot out and managed to shatter the diamonds that bound Taskmaster freeing him.
Agent Danvers new she had no chance to take on four powerful mercenaries at once, they had strength and numbers on their side and her own heavy hitter was out cold. She slowly reached for her communicator in order to sent out a distress signal, however Ricochet saw what she was doing and in one fluid moment, he jumped on the ground and shot forward with such speeds that Carol didn't see him coming until he sucker punched her. As she lay on the ground loosing her consciousness, she saw the faint outlines of the others tower over her.
"Tie her up with the shapeshifter." She heard Taskmaster order. Then everything went dark.
Ben awoke with a groan, his vision was blurry and his head buzzed like a miniature Armodrillo had crawled into his ear and started pounding on his brain. He shook his head to clear it, and then he heard a voice.
"X… X." It whispered to him. Ben lifted his head and once his vision cleared, he saw the face of Agent Danvers, who looked worse for ware. She had a bruise on her cheek and she was tied up buy rope. Ben looked down to see that he himself was also bound similarly only difference was that his left arm was tied to a metal pole and his right arm was bound to Agent Danvers left arm.
Ben blush at the closeness he shared with her and was thankful that his mask was still on.
"Carol?" Ben said groggily as his head cleared, "Aw man, what happened, who hit me?"
"That would be Shocker." Carol answered, nodding to the villain in question, who was standing with the others around a table.
"I cant believe you got us caught." Agent Danvers scolded.
"Me? How was I supposed to know he had back up." Ben tried to defend.
"Well if we had done recon like I said, we would have."
"Well maybe if you told me that the tech Taskmaster stole, were three super powered suits, I could have prepared for that." Ben pointed out.
"That was classified information." Carol stated, her authorative voice taking over.
"Oh yeah and look how well that turned out for us." Ben shot back. he then took a deep breath, "Look I know you don't like me that much. But if we are going to get out of this, then you and I are going to have to work together on this, and that means trusting each other. Think you can do that?"
Carol paused for a moment, in a way, he was right. If she had told him about what was stolen, then maybe we wouldn't have let his guard down and get surprised. The sighed and nodded, she looked into Bens eyes and she saw determination burning bright, making her believe that they will get out of this.
"Ok, here's my plan…" Ben began to say before a familiar, chilling voice interrupted.
"Well looks who's awake." Taskmaster spoke out as he looked at the two from across the room.
"It seems our young couple is done with their little nape." Shocker said, his arms crossed over his chest.
Both Ben and Carol blushed at the comment, "We are not a couple!" they both yelled at the same time.
"Aw look at that. They're perfectly in since." Shocker teased.
At that moment Taskmaster walked up to his prisoners and drew his sword. His eyes pierced Ben as he placed the blade on his left arm. Ben could feel the cold metal brush against his skin, as the mercenary used the tip of his sword to push back Bens sleeve to reveal the Ultimatrix.
"During both of our encounters I have been studying the way you fight." Taskmaster said to the teen hero, "and I noticed that your fighting style changed, when you change form. I also noticed that on each form, they had the same symbol on it chest. Just like the one on the gauntlet on your wrist." He then kneeled down on one knee to be eye level with Ben.
"This is the source of your powers isn't it." He phrased as a statement rather than a question.
"Ding-ding-ding. Give the man a prize." Ben said in a cocky tone as Taskmaster rose to his feet, and then turned his attention back to the Ultimatrix.
"This device is unlike any I've seen before. The ability to change ones from one creature to another, gaining a new power and ability in the process. With a device like that at my disposal, nothing could stand in my way." Taskmaster said in awe.
"Yeah sorry to burst you bubble dude." Ben smugly stated as he leaned back as far as he could go. "But the watch and I are kind of attached."
Taskmaster, in response, twirled his sword in his hand and looked at Ben threateningly.
"Oh, I would do that." Ben warned, knowing full well what the villain had in mind. "The watch has a failsafe function, that if it stops receiving my life sign…Boom." He punctuated that threat by closing his hand and opening it wide, as if to signify an explosion.
The Enforcers took a step back at the threat of being blown up, but Taskmaster stood unflinching. He then leaned in close, "Your bluffing."
Ben glared right back into Taskmasters eyes, putting on his best poker face, "Try me." He whispered so deadly that even Carol looked worried.
The hero and mercenary held their gases for what felt like an eternity, until Taskmaster leaned back and sheathed his sword.
"Very well." He said with a little disappointment. "There are more amusing ways for me to get that device." Ben could practically see the sick grin that crossed the mercenaries face.
"Ox!" Taskmaster called out, "Tear this device of him." he ordered. The lumbering giant stamped over to the tied up hero as he looked up at the mercenary with a worried look in his eyes.
"Uh maybe we could talk about this." Ben tried to reason as the muscle man tore of the binds on his arm and wrapped his massive hand around bens smaller wrist. He the put his other hand on the Ultimatrix and began to tug, as if trying to slide the device of his wrist. But to his surprise the gauntlet didn't budge. Ox pulled again harder, but still the alien watch would not move from it current position.
"Come on you stupid oaf!" Taskmaster yelled impatiently.
"Yeah come on Ox." Shocker said, approaching the scene with Ricochet in toe, "How hard could it be, to get one little high tech wristwatch of a kid."
In response Ox pulled even harder, putting more and more strength into getting the device off. As he did so Ben groaned in discomfort, pain was shooting up his arm as the high tech brute pulled at his arm. The pain was getting so unbearable that Ben felt as if his arm was about to be torn from his body.
"I don't care how badly the host body has to be damaged! I just want that gauntlet!" Taskmaster yelled growing more impatient by the minute.
"AHHHHHH!" Ben screamed as the pain became to much for him to contain.
"X!" Carol screamed as she watched her comerad suffer at the hands of the brute.
Suddenly, just when Ben thought he was going to pass out from the pain, the Ultimatrix started beeping wildly. This caught the attention of the mercenaries, who leaned in close to inspect the noise. Then the gauntlet device started to glow and a massive green pulse of energy erupted from the Ultimatrix. The blast was so powerful that all for villains were sent flying to the other side of the warehouse.
Once the light died down, Carol looked over to Ben and saw him leaning over panting heavily with his left arm hanging loosely to his side. She stared at him wide eyed, even while tied up this boy was able to blast for people away, exactly how much power did he posses.
Ben then stretched his arm and arced his back; "Well it took you long enough." He then spoke to the Ultimatrix, "Geeze I thought my arm was going to be pulled of before the safety feature kicked in."
Agent Danvers looked at Ben confused. "Safety feature?" she questioned.
Ben looked over to her, "Whenever someone tries to forcefully remove the Ultimatrix from my wrist, it releases a blast of energy to force them away from me." He then crossed his arm over his body so his right hand could reach the device.
"I'm just glad I was able to convince those idiots to try and take it." He said cockily, "Otherwise I might have had to get him monologing. And who wants to hear that noise."
Carol stared at him with a dumbfounded expression. "So you planned on him trying to take your watch?" she asked in disbelief.
"Yep and they fell for it." Ben chuckled as he finally managed to reach the watch, "What a bunch of losers."
Suddenly a groaning sound came from were the villains were sent and the Agent and Avenger could see the mercenaries rising to their feet.
"Well those losers look like they want to kill you." Carol said sarcastically.
Story of my life. Ben thought as he activated the Ultimatrix, "Its Hero Time!"
He pushed the dial down and in a flash of green light, Ben transformed. The new alien looked like a gorilla made out of building blocks. It had three main colours, which are red, blue and yellow, with black lines all over its body. It's mostly red and yellow with some spots of blue.
"BLOXX" the alien cried.
Due to his sudden change in size, the bonds around his and Carol's arms were severed. Bloxx then grabbed the roped binding Carol and tore them off. The two then looked at their opponents that were charging straight for them.
Bloxx looked to Carol. "Ill take the Three Stooges. Think you can handle Taskmaster?" He asked.
Agent Danvers stared at his stunned, "Are you kidding Taskmaster knows all my S.H.I.E.L.D training he can predict my every move!"
Bloxx then gave her a hard look. "Then be unpredictable." He said as if were simple. He then offered his hand too her. "Do you trust me?"
Carol looked into his green eyes, while he acted immature at times and could sometimes get on her nerves, he had never given her any reason not to trust him. With a fierce look of determination, she put her hand in his.
"Yes."
With a nod Bloxx then swung Agent Danvers around, building up momentum, and then launched her straight into Taskmaster. The Agent of S.H.I.E.L.D torpedoed into the hooded mercenary with a flying double kick to the chest, knocking him down.
Bloxx then turned his attention to the Enforcers, who were closing in on him. He cocked back his right fist, and then his arm stretched out, extending more than ten times his body length, and collided with Ox's head, making the high tech brute fall on his back.
Seeing his teammate fall down like that, Shocker aimed his gauntlets at the building-bock alien and fired a concentrated wave of vibrational energy at him. The blast shoot straight through the alien, leaving a large hole in its stomach. Shocker grinned under his mask, thinking that he had ended this fight. But to his shock, the wound quickly held like nothing happened.
Bloxx gave a confident smirk at he extended his fist at Shocker, punching him into the side of a crate. Bloxx the saw Ricochet out the corner of his eye, and whipped his already extended arm at him and batted the acrobat away. However, unlike his partners, Ricochet could not be knocked away so easily. His suit was designed to use kinetic energy to allow him to move at super speeds. So when his bounced of the wall, he bounced of like a rubber ball and continued to bonce off several more object before slamming right back into Bloxx, knocking the alien to his back.
The transformed teen got back up and tried to extend his limbs in an attempt to hit the bouncing villain, but Ricochet proved to be to quick for him. The bouncing villain slammed into Bloxx's chest, forcing him into a crate, denting it in the process, and just as quickly rebounded off the hero at surprising speeds.
Bloxx hunched over on all fours, he looked up to see Ricochet bouncing across the warehouse like a human sized jumping bean. No matter how Bloxx tried to angle it, the way the speedy villain moved was to random for him to predict. Then an idea came into Bloxx's mind, instead of predicting were he was going, make him go were you want him to go.
Bloxx crouched low and waited for the right moment, as Ricochet came in for another strike. Bloxx shapeshifted his body into a large box-shaped tunnel, and since Ricochet could change his direction mid-flight, he had no choice but to bounce down the tunnel that Bloxx had become. Bloxx formed his body so that the tunnel was far ahead of the bouncing villain, twisting and turning until he seamed to have form a labyrinth with his own body. The tunnel seemed to go on for forever – Bloxx making sure that he angled himself so that Ricochet couldn't go back the way he came – but just as the bouncing mercenary thought he would be trapped in an eternal bounce the end of the tunnel came in the shape of an open cargo crate. The second Ricochet bounced into the tunnel, Bloxx grew his arms out of either side of the wall and pushed the doors the crate closed and locked them. The sound of Ricochet banging against the side of the metal crate was heard from the out side, but event thought the suit was design to use kinetic energy to increase his speed, it did little to increase his strength, meaning that, for now, Ricochet was trapped.
The labyrinth quickly contracted back into Bloxx, who was panting heavily after creating such a big construct. "Ok… One down…two to go." He said between breaths. He then looked around the room. "Now where did Cyber Kong go?"
At that moment the crate behind him exploded and Ox sprang forth, tackling Bloxx from behind and put him in an Arm Bar, before slamming him into another crate opposite him.
"There he is." Bloxx groan from his position as Ox tightened his hold. However the brute was about to quickly learn that you can't pin down Ben 10. Suddenly Bloxx's arms bent at an odd angle until both fists where positioned right above Ox's head. They then both took the shape of a pair of hammers. The transformed teen then proceeded to bash the hammers straight onto Ox's head; the cyber brute released his grip and grabbed his ringing head as he backed up.
Once Ox got his baring's back he glared daggers at the Ultimatrix wielder. Ox then charged straight at the building-block alien like a steam train, hell bent on crushing the teen. In response Bloxx stretched out his arms, which then folded out until they reached the floor, and formed himself into a fifteen foot tall wall. However while Bloxx is incredibly strong, he is not as durable as most of Bens forms, as such Ox collided with the wall, smashing right through it like it was made of lego bricks.
But once he stepped onto the other side, Ox saw that he was standing in a large bowel with the same colour scheme as Bloxx. Ox then looked around and saw a large framework of constructs around him and a long flat brick pole that connected the bowel to the frame. It didn't take long for Ox to realize that he was standing in a Catapult made out of Bloxx's body. The alien's head then grew out of on side of the bowel, a mischievous smirk plastered on his face.
"Lets see if an Ox can jump over the Moon." Bloxx quipped; the catapulted then launched Ox straight through the roof of the warehouse, leaving a hole very close to Ox's outline. Bloxx then shifted back to his original form, feeling even more drained from his constant shape shifting.
Bloxx only got a moment to breath before a blast of vibrational energy blasted his arm off. Bloxx quickly regrew the appendage as he turned to see Shocker walking towards him, somehow his suit didn't show any sign of the beating Bloxx had given him.
"Just cause you got the drop on me before block-man, doesn't mean your gonna get another chance at it." Shocker said as his vibro-shock gauntlets charged up.
"Bring it on you walking vibrator." Bloxx said, giving Shocker the 'come get me' gesture with his hands.
Shocker narrowed his eyes and growled with annoyance at the transformed teen. Bloxx then charged the leader of the Enforcers, Shocker fired a blast of vibrational energy at Bloxx, successfully shattering the lower half of his body, but Bloxx continued his charge by running with his arms, extending them so they would allow him to have a better stride. Bloxx pulled back his right fist and delivered, what would have been, a powerful right hook but Shocker crossed his arms infront of him and his entire body was surrounded by the green glow of vibrational energy. When Bloxx's fist made contact, it shattered from the energy that now protected Shocker.
Bloxx pulled back, his legs fully restored, and looked at the villain with a surprised expression. It seamed that Shockers suit could generate a vibrational field that protected him from most attacks, making Bloxx's weak body structure completely useless against him.
"Looks like the tables 'ave turned in mah favor." Shocker stated confidently as he aimed his vibro-gauntlets at the Ultimatrix Hero.
Meanwhile Carol was having a more difficult time dealing with her opponent, even thought she put on a brave face when she said she would take on Taskmaster, in truth she was terrified. While she was a highly trained S.H.I.E.L.D operative, she had never faced someone as powerful as a super villain before, that was usually left for the more experienced agents such as Black Widow or Hawkeye (before his betrayal), she was usually put on scouting and recon due to her age and agility. But even with her training she was supremely outmatched by her opponent.
Taskmaster landed another swift kick into Carol's abdomen, forcing all the air out of her lungs, and she collapsed on the floor gasping for air. Taskmaster paced around the downed agent in a Mamore similar to a predator circling his prey.
"I must say for a S.H.I.E.L.D agent I expected a little more of a challenge." Taskmaster taunted. "But I guess I'll consider you a warm up until I can deal with your shapeshifting friend."
At the mention of her partner Carols mind recalled what he had said to her. 'Then be unpredictable' Carol realized that he was right, if she was going to beat someone who could copy her moves, then it was time to come up with some new ones.
Taskmaster was now in striking distance from Agent Danvers, he drew back his fist, ready to split the agents skull, when Carol pulled a small container from her belt and tossed it up infront of the masked villains face. The device then cracked open, releasing an intense light and a sound of thunder at point blank range directly into the audio and visual receptors of the mercenary.
Reeling back from the effects of the flash-bang grenade, Taskmaster groaned in pain as he used his left forearm to cover his eyes. With her opponent temporarily blinded, Carol wasted no time in gaining the advantage. She quickly delivered a spinning kick to Taskmasters face, then quickly followed with a flurry of strikes to the masked villains unarmored areas.
Taskmaster grunted in pain, he tried to lash out to where Agent Danvers stuck from, but due to her small stature she was able to maneuver around the sluggish blows. After another couple of strikes from the Agent, Taskmasters eyes began to come back into focus, while his vision was still blurred, but he was able to make out shapes and that was all he needed to catch Agent Danvers next kick, catching her off balance and unleash a devastating left hook to the stomach, winding her.
"An impressive display." Said Taskmaster as he cracked a few tensions in his neck and joints. "I could never have predicted that from you."
Carol looked up at him and smirked, "Don't worry. I've got a few more tricks up my sleeves." She then proceeded to sweep her leg, catch Taskmaster by surprise when his legs suddenly gave out from under him. Carol then leaped onto her feet and assumed her fighting stance as the fight continued.
Back with the Ultimatrix wielder, Bloxx was having a tough time fighting his current opponent. Shocker proved to be far more powerful than he originally thought, his shock waves shattered Bloxx's body every time the alien hero attacked, now Bloxx was pinned down by Shocker, the vibration-villain firing a continuous blast of vibrational energy from his Vibro-gauntlets, breaking Bloxx faster that he could fix himself.
Shocker grinned begin his mask as he reduces the hero into nothing but a pile of multi-colored bricks. Bloxx new he was in trouble, the shock waves tor through his body and prevented him from reforming, making him nothing more that a conscious pile of bricks. Bloxx rattled his brain to find a way to defeat this guy, how could he fight some one who's mechanical suit prevents any harm from coming to him. Wait, Mechanical? An idea quickly formed in the teen hero's mind.
Bloxx focuses as hard as he could and was able to make a single brick from the pile fall and land directly on the Ultimatrix symbol, a flash of green light blinded Shocker, who then ceased his attack. When the light faded Shocker widened as he saw the new being infront of him.
It was a humanoid blob like creature with black exterior and green stripes that resemble circuitry all over it. Instead of a face it had a green circle on its head. The Ultimatrix symbol was on its chest.
"UPGRADE" the being yelled in a synthesized version of Ben's voice, the circle on his head lighting up whenever he talked.
Shocker's shocked expression quickly faded as he aimed his gauntlets at the alien infront of him.
"You can change inta any form you want boy. But as long as I'm in this here suit, ya can't touch me." Shocker said confidently.
Upgrade crossed his arms an a nonchalant manner, "Oh, I know. But I figure if you cant beat them…Join them!" at that statement Upgrade leaped right at Shocker, however instead of tackling the villain like he expected, Upgrade became more blob-like and enveloped the vibrational villain, seeping into every mechanical part of the suit until he was fully merged with it.
To anyone watching the scene, it looked like Shocker was now covered in a black suit with green circuitry running along it, however it had some alterations. His mask now had a V shaped visor and glowed green, the armor adopted a more bulky look and his vibro-gauntlets now looked like armored gloves with the green vibrational generator on the upper arm. Behind his mask Shockers eyes widened, he was suddenly stuck, he could not move one inch.
"What the?..." Shocker grunted as he struggled against the prison that used to be his suit. "What in tarnation is goin on here?"
Suddenly the HUD lit up with a circle in the circle that was Upgrades face. "In this form, I can merge with technology and control it, and since your suit has tech in every part if it. Consider yourself possessed Cowboy."
Suddenly a loud crash sounded to Upgrade/Shockers right and the two turned to see Ox smash through a crate before ripping if the door to let a very disoriented Ricochet come stumbling out. The two mercs then looked in Upgrade/Shockers direction and saw the Ultimatrix symbol that was on his chest. Both villains narrowed their eyes at the sight of the hero and charged full force at their enemy/leader.
Even though Shocker could move, he was still able move his eyes and mouth, both of which widened in shock as he saw his own teammates charged straight for him.
"Wait its me ya idiots." Shocker cried out. Hearing their leaders voice come from what they believed to be their enemy made the acrobat and brute skid to a halt.
That pause was just what Upgrade needed as he aimed his enhanced vibro-gaunlets at the two and unleashed a wave of green vibrational energy. Thanks to the enhancements that Upgrade had made, the vibrations fired at the same frequency as the suits resulting in the mechanical suits to be blasted to pieces and the two were thrown into the cargo crates unconscious. Upgrade lowered the gauntlets, while Shocker was giving him an earful (Do Galvanic Mechomorphs even have ears?) of colorful hillbilly talk about how he would destroy him until Upgrade muted him. With the annoying sound out his head Upgrade could hear the clear sound of fist hitting flesh as he turned to see Taskmaster deliver a powerful right hook to Agent Danvers face, sending her to the ground stunned.
Taskmaster then drew his sword and positioned the blade to stab Carol in the heart. Suddenly Ben was back in his house, and he didn't see Carol, saw Julie lying there with the blade going through her heart… No not this time, he would not fail again.
As quick as lightning, Upgrade fired a focused wave of vibrational energy, striking the blade shattering it to pieces, stunning the masked villain. Just as he turned to face were the beam came from, he was meat by a fist enhanced by vibrational energy curtsey of Upgrade, who's visor was glowing with rage.
"DON'T YOU DARE TOUCH HER AGAIN!" Upgrade roared in absolute rage. Taskmaster stumbled to his feet, his masked cracked from the impact of that fist, no sooner had he done that a blast of vibrations slammed into him knocking him into the side of a crate with such a force that the villain was forced straight through it and rolled for a few meters before slammed into the wall of the warehouse, creating a large dent in the wall.
Taskmaster groaned as he got into a seating position against the wall, once he stopped seeing three of everything, he got a front row seat of the crate he was just sent through explode into millions of shards, one of which impaled itself inches from Taskmasters face.
Carol, who just recovered from her daze, watch in shock at the sudden change in attitude from the alien hero. From all the stupid jokes and immature antics, Carol never would have thought that the transforming Avenger would have this side to him.
Whatever kind of surprise Carol had, Taskmaster was experiencing a mixture of fear and awe. Awe for the power this begin possessed and fear cause that power was currently aimed right at him.
Upgrade/Shockers body was glowing with green energy, and his visor was burning with rage, in his mind he was not seeing Taskmaster, all he saw was him and his chilling laugh and he saw the blade that pierced Julies heart, all he wanted was to tear him apart. He raised his gauntlets and they charged them up and fully intending to vibrate the villain to pieces.
"X!" Carols voice suddenly rang out. Then all of a sudden, his mind began to clear; he saw just what he was about to do. He was one the path to become the monster that took his family from him, if his family could see him now…
Upgrade lowered his arms, powering down the vibro-gauntlets. He then separated himself from Shocker, sending a volt of electricity through it knocking the villain unconscious. His single eye narrowed in a disappointed expression. Seeing the alien's body language Carol, rather hesitantly, approached the alien.
"X, are you ok?" she asked, concern present in her voice. "You kind of freaked out for a little while there."
Upgrade was silent for a moment, then he looked at Agent Danvers, somehow her voice brought him back from that dark place he had entered, he couldn't explain it but the connection he felt right then and there, it was almost like he could trust her with anything.
"I'm sorry." He finally spoke. "I didn't mean to loose it like that. I'm just dealing with a few things. Thanks for snapping me out of it." He finished.
"And causing him to lower his guard." Taskmaster suddenly called out. Upgrade turned to face the villain, only for him to leap with cat-like precision, and delivered a palm strike directly onto the Ultimatrix symbol. In flash of green light a very surprised Ben looked up at Taskmaster with wide eyes.
"How. Did. You…" Ben struggled to say. He was currently in shock, the only person who had ever been able to deactivate the Ultimatix were Azmuth and Vilgax.
"Thought you would have learned by now." Taskmaster interrupted, "I have an advanced memory. It took me time but I figured out how you operated your device, as that symbol is present on every one of your forms."
Taskmaster then stalked towards Ben, a predatory grin in his eyes. "And from our last two encounters I noticed that you tap the symbol in order to change form, who would have guessed on my first attempt I could turn you human again. No there's nothing to stop me from claiming my prize."
Just as he reached towards the petrified Ben 10 a hand came out of nowhere and pushed Ben over at a ninety-degree angle, allowing Agent Danvers to use him as a stand to swing her legs over and kick Taskmaster in the chest. The villain stumbled backwards but Carol was not done, she charged forward and attempted to deliver a left hook to his face.
However the advantage she had was soon lost as Taskmaster caught the fist and put her in an arm lock. Carol tried desperately to get out of it, but all she was able to do was futilely push against Taskmasters chest. The villain smiled under his mask as he then tossed Agent Danvers aside.
The sight of her rolling on the ground was enough to snap Ben out of his stuper and he rushed to her side and helped her up.
"For a S.H.I.E.L.D agent. That was a pretty move." Taskmaster pointed out in a confused tone. "I know all of your moves, did you really think you could take me in hand to hand combat again."
"Nope." Carol responded simply. "But a friend of mine suggested I be a little unpredictable, so." She then gestured to a spot on Taskmasters chest. The villain looked down to see a small disc like device on the right chest plate. Taskmasters eyes widened as he realized what the device was, but was to late as a massive surge of electricity shoot straight through his body causing him to collapse on the floor defeated.
Ben and Carol stood together looking at the downed villain with smiles. Then Ben turned to the agent.
"Friend of mine?" Ben asked, obviously referring to Agent Danvers previous statement.
"Just a spur of the moment thing, didn't mean anything." Carol quickly brushed off.
"Ah huh, keep telling yourself that."
Carol rolled her eyes, "Oh please how can I even think of you as a friend when I don't even know your name?"
That question stumped the Ultimatrix wielder, should he tell her? Sure she was a S.H.I.E.L.D agent the very people who think he could be a danger to the world, but then again she was able to push that aside and actually work with him instead of calling backup. She and Ben both new that she could have called Coulson or Fury or anyone, but she chose to put her trust in him.
Before Ben could even utter a response, Taskmaster suddenly jumped to his feet and tossed a grenade right at their feet. A second later the explosive detonated, masses of ash and debris were thrown everywhere. When the dust finally settled a large dome on multicolored bricks were shown near the center of the blast, one side of the dome was scorched by the explosion.
The dome the reformed back into the regular appearance of Bloxx, who had used himself to shield Carol from the blast. The Agent and Avenger both looked around to see that Taskmaster was nowhere to be seen. Agent Danvers then let out a groan of frustration.
"I cant believe he got away again!"
"Well don't blame me I was a little preoccupied saving your life." Bloxx quickly defended, turning back into Ben in the process.
"I don't blame you. I blame myself." Carol countered. She then turned her back and crossed her arms. "I thought I could take him in X. I took on a super villain and I beat him. If I brought in one of the most deadliest mercenaries on the planet, I could finally get the respect I deserve."
Ben looked at Carol with sympathy, he new a little about wanting respect but from how she was acting, she wanted it for a different reason. the teen hero walked up to the agent and stood next to her, he then placed a hand on her shoulder, making her at least look at her.
"Look anyone who could even fight a guy that can copy peoples moves and beat them. Has got my respect, and anyone who doesn't see that, well they can just go jump off the Brooklyn bridge." Carol giggled slightly at that, but still didn't let her guard down.
Then Ben gestured behind them. "Not to mention taking out the enforcers, probable might earn her some brownie points."
Carol then turned around and saw the unconscious enforcers, she then looked at Ben wide eyed, which was soon replaced by a look. "Please X, the last thin I need is charity from someone who clearly knows what hes doing."
Ben blinked at the complement, he allowed himself to become lost in his thoughts for a moment before finally coming to what could be the stupidest moment in his hero career, even by his standards.
"Ben." He said aloud. Carol turned to him in shock.
"What?" was her response, trying to make sure she herd him correctly.
Ben shrugged as he pulled down his mask to show her his face. "My name is Ben Tennyson, I'm eighteen and I'm from and alternate world and I my universes most powerful device on my left wrist. Nice to meet you." He finished his introduction by putting out right hand as if to shake hers.
Carol stared at the hand wide eyed, he just gave her his secret identity, and she certainly didn't see that coming. At first she just stood there unmoving which Ben took as a sign to continue.
"Like you said, this was a S.H.I.E.L.D mission and I never would have been able to take on these guys alone. Also you said you couldn't be friends without knowing who I am, so here it is."
Carol blinked twice, then smiled and took his hand and shook it. "Nice to meet you Ben Tennyson."
They let go of each other's hands and stood in silence for a couple of moments.
Ben smiled as the two began to walk out of the warehouse, just before they exited Ben turned back. "What are we gonna do with them." he jurked his thumb in the direction of the Enforcers."
Carol held up her communicator. "I've alerted Coulson about these guys, he'll send a team to come and pick them up."
"Ok good. Wouldn't want to leave them unsupervised." Ben said. He and carol then proceeded out the door.
"Hey…do you wanna go get that smoothie we talked about?" Ben asked, scratching the back of his head nervously.
Carol tapped her finger to her chin for a moment, before shrugging. "Sure why not."
"Great ill get my wallet." Ben said as he made his way to his car, he walked a few feet before Carol grabbed his arm.
"Why would you need your wallet?" she asked with a confused look.
"Cause I'm buying." Ben stated as if it were obvious.
"Ah I don't think so, if anything I'm buying." Carol said in a confident tone.
"What, are you kidding I'm the guy ill pay."
"Oh so now we're bringing gender into this?"
"I'm just being a gentle man, and plus I did save your life." Ben pointed out.
"Yeah and if memory serves I saved yours as well." Carol countered.
"I think we both know that my saves were a lot more cooler. I mean I saved you from a grenade." Ben said in a smug tone
"But I saved you from getting stabbed." Carol argued.
"I think we both know that explosions bet stabbing any day of the week."
As the two continued their argument, Ben couldn't help but smile. Sure he had expected this day to be nothing more than a quiet bit of hero work, but in the end he would have changed anything. Maybe one day he would talk to the others about his past and his dreams, but right now he just wanted to relax and hang out with his new friend, even if she gets on his nerves.
Unknown location
In one of his many safe houses, Taskmaster was licking his wounds. He had lost what would have been a very profitable job, but now he had a bigger target in mind, The Alien Shapeshifter.
As soon as he got to his hide out, the masked villain searched all references of the hero and saw images and video clips of Heatblast, Big Chill, Chromastone, Gravattack, etc. the mercenary looked long and hard at each alien and mused at their powers.
"Pyrokenesis, Cryokenesis, Gravakenesis. And I feel that, that's barely scratching the surface of that devices potential." Taskmaster then paced the room while thinking aloud. "With that device in my position, I wont just have the ability to copy super humans fighting styles. But their powers as well."
He then turned to a picture of the Shapeshifter standing alongside the other Avengers.
"But if I'm going to acquire that device. I must find a way to take care of the others."
"IM glad you think that." A voice suddenly spoke from the darkness.
Taskmaster turned to were the voice came from, his pistols drawn and ready to fire. A green light suddenly illuminated the area and revealed Baron Zemo, Enchantress and the Exocutioner. Zemo steped forward completely unafraid of the masked villain.
"I am in need of your services, mercenary." Zemo said in a professional tone. "You just have to but name your desire and it will be yours."
Taskmaster lowered the guns, intrigued by what the Masked Daemon had to offer. Maybe this could provide him with just the edge he needed.
SHIELD Helicarrier
Director Nick Fury, was reviewing the days mission reports, as director of an international peace keeping origination it was up to him to make sure that each mission was carried out with presision. However one mission report caught his eye, the results were interesting to say the least and usually Fury didn't get to much into mission reports, he would usually hand that down to either Hill or Coulson. But this particular mission demanded that he speak to the agent responsible in person.
With a knock on his door, Agent Carol Danvers walked into his office, a worried and nervous expression on her face as she stood at attention infront of Fury's desk.
"At ease agent." Fury order, which she complied. Fury then opened the file that contained her mission report.
"Quite an interesting mission Agent Danvers. Tracking down and engaging Taskmaster and The Enforcers, without calling for any backup was a bold move." Carol shifted nervously in her spot.
"And I understand that you had assistance on this mission. Care to elaborate on that?" Fury questioned, leaning over the desk and placing his arms on top.
"Yes sir," Carol responded once again returning to attention, "The Avengers Shapeshifter sir. Please believe me when I say I tried to get ride of him but he has no respect for authority, and he always puts other peoples safety above his own and is always spouting off these really annoying quips at the enemies and …" she stopped herself when she realized she was rambling off topic, she noticed Fury raise and eyebrow at her little rant before she stood bad at attention. "Sir." She finished.
Fury then leaned back in his chair and when to retrieve something from his desk draw "I am well aware of the Shapeshifters presence, I am also aware that you and he spent some time together after you defeated the Enforcers."
Carol blushed slightly at that last part, but then composed herself when Fury pulled out another file and slid it across the desk to her. The file was thin and did not look like it held a lot of information. But what caught her eye was that, on the front of the file was a picture of Ben Tennyson.
"I have a new mission for you, Agent Danvers."
Wow this was a long one, I thought that all the distractions I was getting was the reason I didn't update yet but no it was the length. Sorry to those who wanted Ben in Everything is wonderful, I just wasn't sure were to put him. With Tony and Hank fighting Wander Man or with Wasp and Thor fighting MODOC, I was so confused.
So I decided to make this chapter were Ben meets his love interest and rival for the Master of Evil. I chose Taskmaster because each member of the Masters of Evil had a personal vendetta against each one of the Avengers, and a guy who can copy others skills would benefit the best by having a device that gives him access to any power.
Special shout out to Star Saber21 for all his help with this chapter. and again any advice or grammar errors you wish to bring to my attention, please feel free to PM me.
Until next time, CaptainRex75 out.