Me: hello and welcome to another chapter of A Certain Alien Shapeshifter. Sorry I hadn't updated anything in a while, had a bad case of writers block.

Ben: and it's still there, but not as bad as before.

Mikoto: hope you like our new chapter, little to say something R-evolutionary will happen.

Me: Ha Ha! Pun!

Uiharu: I don't get it.

Karen: well basically it's about my progress in my powers. Especially when they can, Ultimately, go beyond.

Saten: Ha Ha! Nice!

Ben: hey puns are my thing.

Me: well it's that time again.

Everyone: enjoy the show everyone!!

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Cheers roared throughout the City, echoing through the roads. Today was Daihaseisai,  three day long event in Academy city. It's meant to act as an all school sports festival, with various school joining in ranging from the esteemed Tokidawa to the average public schools where Touma attends. Not only was it a day for the students to let loose their competitive spirit, but for them to also utilize their esper powers while doing so. Academy city does this to observe and examine how the students and residents of Academy city react using their powers in different situations.

And as of right now Ben's sitting on the bleachers cheering on Misaka and Saten. "Come on you three! So you're best!" He yelled holding a camcorder, since he wasn't technically an esper, the shapeshifting hero couldn't participate in the events. But was allowed to watch them and monitor for security purposes. As for why he only observed Misaka, Karen and Ruiko, judgment officers like Kuroko and Uiharu couldn't participate either because of again security purposes. "Go Misaka Chan!" A voice near him said, looking a few seats below him Ben saw a tall and rather attractive woman sitting cheering for Mikoto. The odd part though was that she looked almost exactly like Misaka, 'well she looks familiar' he thought before concentrating back on the girls.

on the field the first event, which had been capture the flags, was about to commence. And the electromaster was doing some stretches "you ready to go Misaka?" Saten asked doing leaning against a fence. "Yeah I am, I'm just thinking is all" Mikoto replied finishing off her side lunge. "About what?" The gene mimic asked approaching them with some energy drinks. "Well besides the event today, I was thinking about what happened two weeks ago. You know when Psyphon took that green liquid from Ben" she answered.

"Why are you concerned about that?" Saten asked, "from what Ben told me, Psyphon May look weak and scrawny. But he served under Vilgax, that tyrannical war lord from the universe Ben comes from, and that he's one of the few people to actually hurt an Ultimate Alien" Mikoto explained. "Well... that's something scary, no doubt" Karen said, "I see your concern but don't worry. Let's just focus on trying out best today" The aerohand said before creating a powerful gust under herself to launch into the air. "Hey wait up!" Karen yelled before using CrashHopper's legs to jump towards her friend.

Misaka still had an uneasy feeling in the back of her head, but decided to shrug it off and follow the two's lead. "I can worry about it for another time, besides, it's not like Ben's gonna stand by" she said using her electrical tendrils to carry her towards the field. At the stands Kuroko had been watching from the top of a pole making sure there were no suspicious people or figures had been skulking around.

"Okay, south side of Daihaseisai is clear, anything on your side Uiharu?" Kuroko asked. Switching to a view point on the bleachers Uiharu was in a black hoodie covering her head and flowers and wearing red pants. She was typing on her computer viewing all parts of the event area via security cameras "nothing so Far in the cameras Shirai. I'll tell you when I see something" she said before tugging on the neck hole of her jacket "man it's hot in this thing" she groaned. Then something clicked and she face palmed "duh, radical thermochange" she said before using her powers to cool the inside of her jacket "oh yeah that's much better. Hope the festival goes okay" she said looking through a pair of binoculars, had she glanced one more time at her screen, the flower girl would've been able to see a familiar fin sticking out from behind a dumpster.

Moving to the windowless building where the overseer and magician, Alister Crowley, has been residing, the magic user had been in a video call with Psyphon. "This will be one of the last few chances to stop Tennyson before my plans can come to fruition"  Aliester said sternly, narrowing his eyes at Psyphon. "For your sake Psyphon, you better not fail me" he said in a threatening tone. "For your sake Crowley, you better keep up your end of the bargain. I have all I need to stop Tennyson" the unknown alien said. The magic user cocked a brow, he clearly didn't believe it one bit, "Okay not everything. But I do have what i need essentially, after gaining that sample from Tennyson's Omnisapien form" he said showing the vial he had filled with the green liquid he extracted from Ben.

"With this, I shall be able to finish off the insolent boy once and for all" he declared. "Don't go in guns blazing, we all know what that does" Aliester said, the alien rolled his eyes and turned off his communicator. Aliester narrowed his eyes, "this had better work Psyphon, otherwise I'll have to resort to the other ways to defeat Tennyson. All of which I do not want to do" he said as out view fades with nothing but his silhouette with a black silhouette of him and Omni squaring off.

Now with Psyphon, he had attacked the vial to a small gun he had and smirked, "oh we shall see Aliester. Once I get the upper hand on Tennyson, you better settle your end of the bargain" the alien then pulled up his sleeve and aimed the gun to his arm. "Because I am the master at double crossing" he then attacked the tip of his device to his skin and pulled the trigger. Which had injected the liquid into his body as green lines appeared on his wrist and traveled up his fore arm to the rest of his body.

His face contorted in pain as the energy had traveled through his body like roots from a tree. Once it reached his eyes the energy turned from green to red as he smiled evilly and chortled. "Tennyson, from this day! Your days as a hero shall end and I shall rise victorious!" He said as his body began to bulge and spike out.

On the bleachers Ben suddenly shivered, "Yeesh... the heck was that about?" He asked no one in particular, shaking off the disturbed feeling. Then what happened next shocked him, when Karen was reaching for the last flag her team needed a diamond shard suddenly erupted from the ground. And nearly got her in the chest "oh crud!" She yelled before turning his chest into Goop's slime and let the spike pass through her unharmed "okay.. that was close" she sighed before getting back up. Then more started to pop out of the ground, "this is so not natural, even for Academy City!" Mikoto said using her electric tendrils to keep off the ground.

Saten did the same propelling her up using her ability, "woah, what the heck is going on?!" She exclaimed. Then before anyone knew it Ben had flown over them as Omni and grabbed a few students that were left stranded, "get all the students off the ground, make sure they get someplace high!" He said before using a new alien's powers to levitate them up. Said new alien requires Ben to grow two long tentacles on his head on a third eye between his own, all three glowing green as the same aura appeared on the kids he was lifting.

"Got it!" Karen said before turning into a female version of Gravattack and leviatated some students in her orbit. Kuroko then arrived teleporting several girls off the field and onto the bleachers while Uiharu used her radical thermo change to create ice platforms for everyone to stand on. "Whew, that was close" Saten said relieves standing on a platform. "What happened?" Mikoto asked looking at the shards in the ground. Ben then inspected the crystals before turning back "it's petrosapien, no doubt about it" he informed.

"But who did that? You were recording the event on the bleachers, Karen nearly got stabbed in the chest and Albedo is locked up" the railgun asked. The woman from earlier then ran to Misaka "Mikoto Chan!" She cried before hugging her. "I'm so glad you're safe!" She said nuzzling her cheek making the girl blush, "oh is she a relative of your's Misaka?" Ben asked. "Oh yeah, she's my..." "I'm mikoto's mother Misuzu Misaka, nice to meet you" the woman said making Ben's jaw drop... "I was thinking you were her older sister..." he admitted looking to the woman, and to her daughter.

"Oh is the resemblance really that similar?" She asked putting her face next to Misaka's, "strikingly" Ben admitted. Then the group felt a tremor from below and out came another round of diamond shards.

Only this time they had been shooting out of the ground like Gatling guns, "I got 'em!" Karen then turned her mouth into Echo Echo's and blasted a loud boom of sound waves at the shards to make them both shatter and shoot back. "Nice job Karen" Ben praised "I didn't know you could turn your individual body parts into those of my aliens" he said.

She smiled and rubbed her head bashfully "well I have been practicing" she admitted, "where did those even come from?" Misuzu asked curiously. "Since petrosapiens can control their shards at a distance. I'd say our culprit is close" The shapeshifter said looking around. Until a Familiar voice shouted "oh closer than you can ever imagine Tennyson!", our of the ground came Psyphon. Only he looked different and yet familiar, he had several red symbols on his body with black teeth in them and a short tail behind him.

"Psyphon!" Ben yelled turning into Omni once more, "should've figured the head honcho of this fight would show his face sooner or later" Saten said hovering above them. "You're in real trouble now Tennyson! Because I've got something you've got! The Omnitrix's power!" He yelled before turning his arm into a Pyronite's and blasted red fire at them. Uiharu used her power to block it with ice shields while Saten used her wind to push it back.

"What the, how did Psyphon get my powers?!" Ben asked confused and shocked, Mikoto then spoke up "its must've been when he stuck that device into the symbol on your shoulder and extracted that green liquid" she said. "Damn! He's got every one of my abilities, let's just hope he doesn't know how to use them" The Omnisapien then leaped at the other and grew extra arms and turned his four hands into Heat Blast's, Diamond Head's, Chromastone's, and Atomix's.

All before clapping them together to send a wave of force, Diamonds, flames and energy at the enemy alien. Who didn't react in time to avoid the blast, "ha ha! He can't use his own powers" Karen taunted. The fin head growled and blasted her with an Echo Echo scream, then multiplied and stuck everyone else Down with Spider Monkey's webs. "While it has been comedic to fight with you, I'm afraid I'll have to cut our battle short. After all, I must hold my end of the bargain" Psyphon chuckled before launching an endless barrage of Echo Blasts at the students.

Ben had tried to cut himself free but the noise was too much, Karen had a bit more focus than others, and attempted to get out. Her attempt only made Prime Psyphon laugh, "you honestly think you can beat me?!" He said making his sonic scream louder. The genemimic esper has been in so much pain right now, that she could easily compare it to something stabbing her ears. She had to get rid of this person, this monster, that had attacked her friends.

(Start song)

'And... I'm not planning... ON LOSING!!!' The girl then broke out of her webs and stood tall, covering her ears to block out the ear piercing sound. "ESPER TECHIQUE!!!" She said before flashing in white light, when the light died down, Psyphon and the others were met with quite the surprise. In Karen's place was a familiar, robotic entity with a blue color, metal armored skin and several speakers on his body.

"Interesting! Let's see what I can do with this!" She said before facing her hands out, then two disks popped out of her hands and hovered around in a ring surrounding her friends, and had released a sound wave that canceled out Psyphon's Echo chamber. "You Guys Okay?" She asked offering a Hand to Kuroko, the teleportation esper had took it as the Hyper Evolved Sonorosian pulled her up.

Uiharu looked at the dna esper amazed "woah?! Karen... is that you?" She asked, "Yeah, what did I turn into anyway?" Karen asked looking at herself. "A hyper evolved alien" Ben answered, everyone looked to the Omnisapien as he stood up. "As you saw, my Omnitrix can put my alien's DNA through a simulation through the worst case scenario of millions of years, to evolve it into the most combat efficient form is can evolve into" he explained. "You are my old Ultimate Alien, Ultimate Echo Echo" he explained, "Ultimate is right, I feel ten times more powerful than I already had" Karen said before seeing Psyphon trying to break through her shield of sound. "He's about to break through!" She said, Ben then activated his Omnitrix again, only to be met with a surprise.

The darn thing had flashed with blue energy as a grayish rocklike material began forming on the alien. After a second glowing cracks began to show through and the stone had exploded, now in Omni's place was himself, only he had armor on made from the same rock like material.

Omni's arms had been covered in rock armor with his forearms were indigo blue plasma, and his hands were covered with the same stone rock, and his fingers were replaced with claws composed of the blue energy while his hands were still covered. While two long curved plasma spikes protruded out of his forearms.

His head gained a helmet of stone and a plasma crest of the same blue energy, and his forelegs were covered in the same type of stone and his calves emitted blue energy as well. "Woah what's this?" He asked baffled by his new form.

"Whatever it is, it's better be able to help!" Mikoto said as Psyphon broke through, only to be met with another flash of light and get punched in the face by Ultimate Humungosaur. "Now this is more like it! Charge!" She yelled, Misaka smirked before creating two large spheres of highly dense lightning around her hands. And went for them, Kuroko on the other hand had grabbed her needles and teleported them into a few Psyphon clones, all the while Uiharu threw ice shards and fire balls with Saten throwing thin blades of air.

"Well, time to see what Omni's new form can do" he said before charging at a few Psyphon clones. When the alien went for a right hook, Ben's arm stretched and split into four fists? All of which landed their marks on the clones.

"Wow! That's handy" he said before turning his hand into a blaster of some sort, then began shooting lasers at the enemy. And after had changed them into blades, "go sensei go!" Karen cheered before blasting several rocket at prime Psyphon. The Omnisapien hybrid dodged one and knocked away another but got hit by the rest. Then had turned his arm into Humungosaur's and grabbed her by the neck, "like I said, what makes you think you can defeat me?" He asked, only to be bitten by her making him him let go holding his hand in pain.

Then get knocked back by a clubbed tail, "here's one reason, because I'm not just a user of the Omnitrix's power." She said, Karen then turned into Ultimate Big Chill and froze Psyphon from the inside out, then became Ultimate Cannonbolt and struck him. The villain initially shattered into several pieces and was regenerating, however it was short lived as Karen used Ultimate Swampfire to roast his pieces.

"How?!" Psyphon yelled as he fully regenerated again after getting far away from her, "how are you able to use these powers?! When you weren't even born with them?!" He demanded blasting slime at the esper. Only to have her become Ultimate Gravattack and catch the liquid in her orbit with her satellites, then sent the goo back with her orbital field.

"My ability Genemimic, it's basic use allows me to copy the DNA of others, along with their powers and abilities. As I grew though, my power's potential increased, not only can I gain the powers of other people or creatures I copy. But I can also analyze their DNA and find genetic memories on how to use said abilities. For me it's as easy as figuring out muscle memory of someone else" she explained before turning into Ultimate Wildmutt and slashed at him with the ultimate vulpimancer's claws.

And after became Ultimate Rath, "all these changes shouldn't happen so frequently" the alien coughed "well let me tell you something Psyphon! Enemy to my mentor Ben Tennyson, Karen don't care what you think. Because Karen is the strongest THERE IS!!" She roared before punching him hard with her clawed fists, then sent him flying once more.

Coincidentally he landed right in front of the newly enhanced Omni, "mind if I finish him off, or would you like to land one more hit on him?" Ben asked smirking. "Let me give him one last hit" she answered before returning to human form, then had reared her right fist into the air, "ULTIMATE SPEED-RUN BEATDOWN!!!" She yelled as she repeatedly threw her fists back and forth, while also turning her arms into those of the Ultimate Aliens.

And since Ben was using Enhanced Omni's plasma energy to hold the villain in place and she continued her smack down. To the naked eye, it looked more like she had several arms throwing punches at one person. After giving Psyphon a thorough pummeling, Ben had used Omni's new powers to create a large syringe like needle to extract the DNA from his enemy.  Oddly the needle was much larger than it needed to be, almost as big as a fencing rapier.
(end song)
"Ouch! I do not want to be Psyphon right now" Karen commented turning away to avoid seeing the whole ordeal. "Agreed" Saten added turning away, "well at least that's the last of Ben's rouge gallery..." Kuroko said. Then heard a groan coming from Gwen, who had arrived moments before "you just had to say it?" She said. "What?" She asked confused.

"Congrats on getting that ultimate ability" Saten praises her friend, "thanks, hopefully that brings me a step closer to fully becoming a level 5" she said. "Gotta wonder though" Misaka said as she and her mother walked up to them, "what could've caused Ben to get that new transformation? At the same time, it seemed tied to Karen's new Ultimate form ability" she questioned. "I guess we'll learn in time" Ben said walking over to them with an incapacitated Psyphon above him, "or right now" a familiar voice said.

Everyone turned to see Professor Paradox standing right there, "Paradox! Man is it good to see a familiar face" Ben said. "Ben you know this guy?" Kuroko asked, "Yeah, his name's professor Paradox, he's kind of a time traveler" he explained, "so what's up professor?" The shapeshifter asked. "Well Ben, there is something I must tell you, and I can guarantee what I am about to tell you... will be rather shocking" the man replied.

The time traveler then explained how Ben had not been the only Ben of his origin, and about the other versions of him that had been sent to other world like him. Along with how he was not some mere clone, but rather an original Ben Tennyson.

Obviously, he had been shocked by this revelation, but after a few minutes the hero had accepted what he was told. And accepted the new duty bestowed upon him by whatever force had sent him to this world, to help make it a better place. "Now that's the Ben Tennyson we all know" Paradox joked before picking up Psyphon "I'll be sure to properly dispose of you. Any whoBenjamin, I must be off. See you in the far future, Or is it, seen you in the far past? Time travel makes verb tense very confusing" the time walker admitted. Then waved before flashing blue and disappeared, "wow... he was pretty interesting" Saten said.

Misuzu then walked up to him "well Ben, seeing how interesting and strong you are. Please keep my little Mikoto safe" she said making the railgun blush "Mama!" She shrieked. "Hey, she's my friend, and I never let my friends down, no matter what!" Ben declared, the older woman smiled "thanks, it's good to see that My Mikoto-Chan has very nice and dedicated friends" Misuzu said.

Then she noticed her daughter still blushing, but it was not because she was embarrassed still. The older Misaka noticed where her daughter's gaze was directed, and noticed a familiar emerald green color and smirked. And when the shapeshifter wasn't looking she went over to speak to her daughter "oh so he's the one who's caught your attention" she said slyly. Making Mikoto flinch and repeatedly shake her mother to get her to stop, although Misuzu noticed something else and warned/teased her daughter more.

"Better get him quick though, you may have competition" she said pointing to a red faced Uiharu who was, unknowingly staring at a familiar emerald eyed male. Which had made Misaka's gnash her teeth for some apparent reason but snap out of it. "Mama it isn't like that!" She whisper yelled.

Across above the Pacific Ocean, not to far from Japan, a plane had been flying to said country. Inside it, was a peculiar passenger, he had brown hair and moss colored eyes, one blue and the other red. "Watch out cuz..." he said making a gesture with his index finger, then a small metal pendent levitated and moved with it. "Electricity will meet the poles" he said smirking.

Me: finally done

Ben: that took a long while.

Mikoto: at least you finished.

Karen: and I managed to get a new power, Awesome!!

Me; and the new character is an OC of my pal Flamewarrior11 , thanks for the inspiration buddy.

Saten: however, it is now that time.

Everyone: see you in the next chapter, Ciao!