Five minutes ago.

Here on Galvan B we see a few mechamorphs attacking Malware as they shot lasers at him but it did nothing as Malware fought back instantly defeating them as he went further and more guards put up barriers but it did nothing as Malware simply blasts a hole through them. Malware heads toward the Helix and starts absorbing it, destroying Galvan B.

Meanwhile on Galvan prime, we see there's a huge shockwave that causes a high-pitched sound to briefly resonate in the area as everyone gets up covering their ears.

Danie: *In pain* Oww…!

Paulina: *While holding her ears closed* It's like a bunch of school bells in my ears! Make it stop!!

Ben: Ugh. Anybody else hear about a million little bells?

Danie and Paulina: Yes!

Rook: Is it safe to assume that was Malware's doing?

Azmuth: Obviously.

Ben: But if Malware was on the moon when it blew, problem solved. Right?

Paulina: Ben, I don't think Malware would be taken down that easily.

Azmuth: Paulina is right, and No Tennyson,  I think our problems are just beginning.

We see meteorites falling from the sky as we see Galvan guard on a small ship arrive.

Galvan guard: First thinker, the defensive grid is down!

Azmuth: Man the particle cannons.

We see everyone get onto the ship as Ben turned into NRG, Paulina turned into Jetray and Danie turned into her ghost form  as they all get onto the ship and flew off as everyone saw the "rocks" falling from the sky and the other galvans manned the particle cannons and shot the "rocks" as did the alien trio and Rook as Ben blasted a giant rock and one of the "rocks" in half and it exploded and one of the "rocks" hit Zed's cage as it was vaporized and Zed took this chance to escape as we cut to a Galvan flying only for his jetpack to be hit by a "Rock" and vaporized on the spot as he was now falling but was caught by the ship everyone was on.

Paulina: *As Jetray* Hey is it me or do those rocks look weird.

Ben: *As NRG* Those rocks, they aren't rocks!

Azmuth: Malware. He's been scattered over half the planet by now.

Ben: *As NRG* *sarcastically* Wonderful. It's raining psychopaths.

Meanwhile back on Earth we see Pakmar talking to Max.

Pakmar: Pakmar demands satisfaction! Pakmar demands restitution! Pakmar demands an apology!

*To Max* You, colorful-shirt-man, you are related to those menaces, those hooligans, those qwezots in Pakmar's marflarb! *Falls back*

Max: You must mean Ben and Danie.

Pakmar: The very one! You know what those scoundrels has did?!

Max: Now, Mr. Pakmar, I'm sure Ben and Danie had some reason.

Pakmar: Pakmar is but a simple merchant, trying to provide for his wife and 487 children! But Ben Tennyson and Danie Benton makes this impossible!

Max: *To a Plumber* Find Ben and Danie and get them in here.

Plumber: *Tries searching but couldn't find them*

I'm not seeing Ben Tennyson and Allison Legin anywhere in this sector, Magister.

Max: *Looks closer* Let me see that.

Plumber: I... can run the scans again.

Max: No. I have a better idea.

Meanwhile, back on Galvan prime we see everything is in disarray as we see everyone  land and the trio change back

Ben: So what's our next move? How do we fix this?

Azmuth: How should I know?

Paulina: You're joking right? *Pushes Rook aside* Aren't you supposed to be the smartest guy in three galaxies?

Azmuth: Five, actually, but who's counting?

Ben: Whatever. You've got to know something.

Rook: *Sees Malware  reforming* Uh, if I may interrupt.

Azmuth: It's not like this has ever happened before. I'd need to examine what's left of that moon to assess the situation.

Paulina: More like procrastinating the situation *To Danie* Is he always like this?

Danie: Most of the time.

Rook: That might have to wait.

Malware: Azmuth! *Everyone looked at Malware* Where you gave life, I have brought destruction! Your favored creations are no more.

Azmuth: Sowing chaos doesn't take any special talent, Malware. If that's the best you can do, I'm not impressed.

Malware: No, *smashes some buildings* nothing I do could ever impress you, could it, "father?" In your eyes, I am nothing but your failed experiment, your shame.

Paulina: *Whispers* Somebody has daddy issues.

Danie: *Whispers* I think it's more than daddy issues babe.

Azmuth: My only shame is that I have been unable to heal your pain. But it's not too late. *Orbs arrived* Give up this vendetta of yours, and we'll work together to make you whole.

We see Malware is electrocuted but he blasts the orbs away.

Malware: Lies!! Even now you conspire against me! It is too late!

We then see Malware punch the ground making ground spikes rise up to the platform as Ben jumps off and transforms into Humungosaur, Paulina turns into Diamondhead and Danie turns into Four Arms as Ben tail smacks Malware as they all beat up Malware but he optic blasts the ground sending that trio back as Rook blasts at Malware with his Proto tool as Malware makes more ground spikes as Ben pushes him away which makes Rook drop his Proto tool as it is stabbed by Malware's ground spike and turned into dust.

Rook: *Gasps* My proto-tool!

Malware turns his hand into a blaster and shoots at everyone as they get out of the way as we see Malware trying to shoot the trio but they run away avoiding the blasts as they jump into the air and Malware tries shooting them but Paulina blocks them with a shield as they all land and Ben fights him back as Malware turns his arm into a blade as the trio avoids it and Malware takes this chance and blasts them back and walks to them.

Malware: What a clever device. It must have a million uses. *Aims at the trio* But I'm only interested in one.

Ben and the girls avoid the blast as they all hold onto Malware.

Malware: You cannot win. Even now, there are pieces of my body working their way to the planet's core. *Begins to absorb the trio* I shall corrupt this world from within, devouring every molecule… until Galvan Prime becomes planet Malware! But, first… I shall devour you all.

Malware started growing bigger and bigger as the trio struggled to get out.

Ben: *As Humungosaur* *Grunts and groaning  in struggle* Rook! Get Azmuth out of here!

Malware: No! No one leaves!

Malware blasts them as Rook runs and takes Azmuth somewhere safe as we see the trio are enveloped by Malware as we see laser and ecto blast cut Malware off as the trio turn back to normal and are now unconscious as we see Rook's truk in ship mode land as the door opens to reveal Max.

Max: Come on!

Rook: Ben! Danie, and Paulina! They're…

Gwen: *Comes out and helps Ben* I got them!

Danny: *Comes out and helps Danie and Paulina along with Star* And we got the girls!

We cut to Kevin closing the bay doors as he shoots Malware with the missiles and fly out of there.

Rook: Magister, how did you...

Max: When you didn't show up on any scan, I figured something was wrong, so I called Gwen.

Gwen: I'm kind of an expert at tracking Ben's and Danie's manna.

Rook: And Paulina?

Danny: Danie put a tracker on her watch just in case and trusted me to track her in case something happened to her.

We see the trio are X-rays by Blukic and Driba.

Max: How are they?

Blukic: They'll come around in a few hours.

The trio start coughing as they regain consciousness.

Driba: Or now. Could be now.

Ben: Ugh. Anybody got a mint? My mouth tastes like Malware.

Danie and Paulina: So does ours. Blech.

Paulina: *Groans* That felt sooo gross…

We later see the Truk land somewhere safe away from Malware.

Azmuth: Fortunately, the debris from the explosion of Galvan "B" came down over a localized area.

Ben: That's, like, half the planet!

Paulina: And half Malware too.

Azmuth: Yes, but the rest is unaffected. However, it's only a matter of hours until Malware's feelers reach the planet's core. Once that happens, there will be no way to stop him from absorbing and corrupting everything. Malware himself will become a living planet, and a heavily armed one, at that.

Driba: Uncool.

Blukic: Definitely uncool.

Danie, Star, Danny, and Paulina: Totally uncool.

Kevin: Absolutely uncool.

Danny: So what's the plan?

Azmuth: I designed Galvan Prime with a series of firewalls to insulate sections of the planet from each other in case of a viral attack. If we can activate the disrupter fields in these firewalls, we should be able to prevent Malware from reaching the core... briefly.

Ben and Paulina: Briefly?

Azmuth: I'll know more once Rook, Gwen, Danny,  Paulina, and I return from what's left of Galvan "B". There must be some answers up there.

Danny: *Excited* Oh man, I can't believe I'm going to another moon! So cool!

Star: *to Gwen* He's really into space.

Gwen: Gotcha.

Kevin: For a supergenius, that's not a very inspiring plan.

Paulina: Or a reassuring one at that.

Gwen: Have you two got any better plans?

Kevin and Paulina: Just sayin'...

Ben: You said, "if we activate the firewalls."

Danie: There's something you're not telling us, isn't there?

Azmuth: I was getting to it. The firewall controls were damaged by the shockwave. *Points* The central relay station is here, on the edge of the red zone.

Ben: So, you need us to keep Malware busy while the wonder twins here fix the controls.

Driba: We might possibly resent that reference.

Blukic: If we knew what it meant.

Ben: *To Kevin and Danie* You, Danie, and me together again, huh?

Paulina: Hey what about me? I got an Omnitrix too, you know.

Gwen: How did she…?

Danie: It's a long story. You kinda had to be there.

Kevin: How come every time you say that, I end up getting shot at?

Danie:  Because you make a good human shield. That and probably because you're an easy target.

Kevin: Am not!

Danie: Are to.

We later see the Truk fly off as Max examines the jetpack.

Max: Are you sure you don't have any bigger jetpacks?

We then see Max, Blukic and Driba fly off via jetpacks although Max was having trouble with his.

Azmuth: Malware is just ahead. There's a security garrison here that may help us… if there's anyone left.

Star: *Sarcastically* Well that's inspiring.

Ben: Love that sunny outlook.

Paulina: *Sarcastically* Oh well that's reassuring.

We see Danie, Ben and Kevin getting ready to jump.

Kevin: *To Rook* Hey, don't go getting any ideas about my girl.

Danie: That goes to you Danny, you maybe with Star, but don't go get any ideas about ogling Paulina.

Danny: *Chuckles* Don't worry Danie, I won't flirt with Paulina, besides, *to Star* I'm already with the best girl in the galaxy.

Star: Aww thanks Danny-boo, *kisses Danny*

Danie: I know you won't Danny.

Rook: *to Kevin* And not to worry. Gwen is only attractive by human standards.

Gwen: Um…

Ben: It's true. I've seen Rook's homeworld. No comparison.

Danie: Same here.

Gwen: I am sitting right here.

Kevin: So, to him, Gwen's like what, an orangutan with glasses? *Ben laughs*

We see the trio is blasted out of the Truk by Gwen.

Gwen: Love ya. Bye.

Paulina: Stay safe babe!

Danie: Will do!

We see everyone is now falling.

Kevin: Anytime now Tennyson!

Ben: I'm trying to dial in a flyer!

Kevin: Haven't you figured that thing out yet?

Danie turns into her ghost form and regains her balance as she catches Kevin but struggles a bit since she was low on mana.

Danie: Geez Kev, when was the last time you worked out, you're heavier than a sack of potatoes.

Kevin: Hey you're one to talk! Can't you fly any faster?

Danie: Give me a break! I'm running low on energy over here! *Sees Ben still falling* Ben! Alien, quick!

As Danie ran out of mana she and Kevin were now falling as Ben turned into an alien and Danie and Kevin landed on Ben, who was now Way Big.

Ben: *As Way Big* Way Big?

Malware looked up as Ben landed and stomped on him as we see Danie and Kevin climbed up to Ben's shoulder.

Danie: *Absorbs the energy around her* Ahhh yeah that's the stuff, *ghost ghost and floats*

Kevin: *Looks around* What happened to Malware?

Danie: Did he soak into the ground or something?

Ben: *As Waybig* Beats me. Maybe I splattered him.

Kevin: *Absorbs the armor on Way big* Nah, it's never that easy.

Danie: *Absorbs some Mana from Kevin* It never is, and thanks for the pick-me-up.

Kevin: Next time try switching to coffee.

Danie: Are you nuts? Don't you remember the last time I had coffee?

Kevin: Oh yeah, try decaf then.

Ben: *As Waybig* Go muster the troops. Me and Danie will keep an eye out for Malware.

Danie: *Chuckles* Just like old times.

Kevin: *Jumps down* On it.

As Kevin was walking off Zed spots him and growls at him as we cut to where Blukic, Driba and Max were

Max: Well?

Driba: I've seen worse.

Blukic: Hmm. But this is at least top five. Uh, bottom five.

Meanwhile we see a piece of Malware trying to escape as Ben and Danie try to catch it as Ben stomps on it.

Ben: *As Waybig* Gotcha!  *Laughs*

Danie: You couldn't find an easier way to get them?

Ben: *As Waybig* Like you could better?

Danie: Eh, fine.

Ben then stomps on another piece as it latches onto his feet.

Ben: *As Waybig* Ew! Gross! *Loses Balance* Whoa! *Falls into a lake*

As Ben was getting Malware off his foot Danie sees Malware reforming.

Danie: Aw crumbs…

Meanwhile with Kevin, we see him walking with Zed biting his armored leg.

Kevin: *grunting* Come on, cut it out, will ya?

Meanwhile with Blukic, Driba and Max we see them have the tools and are getting ready to fix the device.

Blukic: We need it for the copper.

Max gives Dribba a penny for the copper.

Driba: And your belt buckle.

Max: What? Why would you possibly need my belt buckle?

Blukic: *clears throat* Would all the geniuses in the room kindly raise your hands?

Blukic and Driba raise their hands.

Max: *sighing* All right, fine.

Max gives his belt buckle which makes his pants drop. (Not in the way your thinking to anyone out there)

Driba: And your shoelaces.

Meanwhile we see Ben is knocked back as Danie was hanging onto him for dear life.

Malware: You two returned to face me again, after I nearly destroyed you both? You are a fool, Ben Tennyson and Danie Benton!

Ben: *As Waybig* *Gets up* Yeah? Well, it takes one to know one.

Danie: And we couldn't leave without saying goodbye and kicking your sorry butt Malware.

We then see Ben beating up Malware while Danie, was blasting mana bolts at him and Ben then drop kicks Malware back as Malware throws some of himself to Ben as he blocks it but it splatters onto him as he then shoots a powerful cosmic blast and Danie shoots a powerful mana blasts as the two energies combined and hit Malware as everyone noticed the blast.

Meanwhile back in space, we see Gwen, Danny,  and Paulina, who was Lodestar, getting the mechamorph device as they put it into the truck.

Azmuth: *Examining the device*  They seem to be in remarkably good condition. Yes, I think I can work with these. *To the others* Do either of you have any pocket change?

Danny: *To Paulina* Is he joking?

Paulina: *As Lodestar* I honestly can't tell, he's like the smartest guy in two galaxy.

Azmuth: Five galaxies actually.

Paulina: *As Lodestar* Whatever, I sure hope Danie is okay.

Gwen: She'll be fine, I've seen her get out of tougher situations than this.

Star: This is tougher? A moon just got blown up and a planet is about to be destroyed, how are you so calm about this?

Gwen: Believe me, this isn't the first time this ever happened.

Star:  I'll take your word for it. *To Paulina* Is this what you always do when you and Danie are with Ben and Rook?

Paulina: *As Loadstar* Sometimes.

Meanwhile back on Galvan prime, we see Ben walking to what's left of Malware after he and Danie blasted him but suddenly they are ensnared by Malware as he reforms and the duo are enveloped by him.

Malware: Do you see how your loyalty to Azmuth is repaid? *Ben and Danie are struggling*  Only despair and utter destruction await you both. Even now, part of me nears the core.

We see some of "Malware" reaching the core of the planet as we cut to Max, Driba and Blukic.

Max: Guys, we're almost out of time!

Driba: Plenty of time!

Blukic: We're done.

Max: Well... turn it on!

We then see Driba turn the device on as the shields activate and they block Malware.

Back with Malware.

Malware: What?! No! Impossible!

Ben and Danie smile knowing that the others stopped Malware.

Malware: No-o-o! *Absorbs more and gets bigger than Way big* This is far from over, Tennyson and Levin Your friends have only delayed their fate! But as for you two… your journey ends here. *Takes Ben and Danie*

Kevin: Ben! Ally!

We then see the Galvan soldiers shoot Malware as he absorbs Ben and Danie as we cut to the duo inside Malware and go into their minds as we see them at their house.

Ben: *Looks around* Wh... I'm home? How'd we get here?

Danie: Please tell me we're not dead.

Just then the duo see the Rustbucket pull up and see Gwen and Ben, 10 years old, come out of it.

Young Gwen: I like school, but we probably learn more with grandpa Max.

Ben: *sarcastically* Oh, great. More time travel.

Danie: *Looks around* Hmm, Ben this doesn't feel like time travel. *Looks at her watch* And time hasn't changed yet.

Ben: Well what else could it be?

Danie: I think we're… in a repressed memory.

Ben: A repressed what now?

Danie: A repressed memory, it's something that some people have, like a bad memory they just wanna forget so they push it deep into their subconscious so they don't have to relive it. I think we're in your subconscious.

Ben: You're joking right?

Danie: Nope.

Young Gwen: *To Young Ben* Go on, say it.

*imitating Ben* You like school? What a dweeb!

Young Ben didn't respond much to young Gwen’s surprise

Past Max: You've been quiet, kiddo.

Young Ben: Yeah, I guess. *Walks off*

Max: You've been through a lot the past few days. Go on in and rest up. You'll feel better.

Young Gwen: Grandpa, is Ben gonna be okay?

Young Ben sadly walks off to his house.

Max: Yeah. Give him time.

We then see Past Azmuth is in the house as the Young duo walk by him as Young Ben goes onto the couch.

Azmuth: I come , 76,000  light-years, and

I don't even get a formal greeting?

Young Ben: Oh. Hey, Azmuth.

Ben: Wait, I remember this… but from a lower angle.

Azmuth: So, how is my greatest invention? You haven't blown it apart or dropped it in the toilet or anything?

Young Ben: No, I guess not.

Past Azmuth: *To Young Ben* You know, you've been doing an awful lot of winning since you took possession of my Omnitrix.

Young Ben: So?

Past Azmuth: "So", You don't learn anything

when you win, Ben Tennyson. *Young Ben looks up a bit*  Losing this transformation you call Feedback was hard, wasn't it?

Young Ben: Yeah. It felt like he was a part of me.

Azmuth: *While walking  off* Well, you can let that one loss define you from now on, or you can learn from it.

Ben looks sadly as Danie hugs him in comfort.

Young Ben: Did you?

Ben: Huh? You can see us now?

Young Ben: Did you learn from it?

Ben: Yeah, that losing bites.

Young Ben: Oh.

Danie: Ben!

Ben: Right, *to Young Ben* Look, I don't think there's any big takeaway from our big fail back then.

Young Ben: Guess you're still mad at me, huh?

Ben: Dude, no, I'm mad at… *sighs* *Looks at Danie who smiles reassuringly* *to Young Ben* You know what? Maybe I got to forgive you/me.

Young Ben: You do?

Ben: Yeah. We're not losers. Beating ourselves up is just doing a favor for Malware and everyone else we ever go up against. So from now on, let's save the beat-downs for the bad guys. Deal?

Ben and Young Ben shake hands l

We then see the Past and Present Duo Omnitrices's power up as they glowed green and red as we cut to the Galvan soldiers shooting at Malware but they get out of the way when Malware shoots back as he walks to them. Just then we see a energy blast shoot from Malware's head as we see Ben and Danie, both as Feedback come out of Malware.

Kevin: Uh, Ben? Ally?

The duo stand proudly.

Ben: *As Feedback* Hey everybody!

Danie: *As Feedback* Did you miss us?

Malware tries to hit them but they jump out of the way as they both "superhero land" to safety.

Malware: The Conductoids? Pathetic. I destroyed you once before, and I'm a hundred times more powerful now!

Malware sends an energy blast at Ben and Danie  stands there and absorbs the blast.

Ben: *As Feedback* Now I remember why I like this guy, Feedback rules!

They both shoot the energy at Malware making him scream in pain as they both jumped into the air and propel themselves via electricity as they were on Malware as he tries to swat them away and Danie and Ben blast him but Malware blasts back sending Kevin back, and Danie and Ben into a pond as Kevin got up notices Zed under some rubble trying to get out but couldn't.

Kevin: Aw, poor dumb Mutt.

Back with Danie and Ben, we see them get out of the pond.

Ben: *As Feedback* Ugh. we're not making a dent in this creep. And sooner or later, we're gonna run out of gas.

Danie: *As Feedback* So any bright ideas, fearless leader?

Just then we see a large group of Mechamorphs rain from the sky hitting Malware.

Malware: No! This cannot be! I destroyed them all! No!

We then see Kevin get the rubble off of Zed as she gets up and snarls at Kevin.

Kevin: You're welcome.

Kevin then sees what's happening.

Kevin: Whoo! Yeah! That's more like it!

Zed then sees some Malware rocks about to land on Kevin, as she charges and pushes him away, saving his life.

Kevin: Whoa! Good doggy!

We then see the "Rocks' ' become uncorrupted mechamorphs again and Malware now back to normal size.

Danie: *As Feedback* Oh come on! He's still here!?

Ben: *As Feedback* There's got to be some way to take this chump out once and for all.

Azmuth: Might I suggest these.

We then see Azmuth, Paulina and Danny show up with helix as Malware escapes from the mechamorphs.

Ben: *As Feedback* The Mechamorphs!

That was you?

Azmuth: Once the helixes were repaired, it was a small matter to re-energize the Mechamorphs. And I believe there's more than enough energy remaining for your purposes.

We then see Malware charging in as he was being shot at as Ben and Danie plug into the helix and charge up as Paulina turns into Omni-Enhanced Diamndondhead and powers up  and Danny charges up too.

Ben and Danie: *As Feedback* Then

let's turn on the power!

Malware: *While running* Curse you, Ben Tennyson and Danie Benton!!

Danie, Ben, Danny and Paulina all send a powerful combined electricity and ecto blast while Malware sends a blast too as it cuts through Malware's energy blast and hits him as he screams in pain and when the smoke subsides we see Malware is now stone.

Ben, Danny, Paulina, and Danie fall to their knees and change back.

Ben: Now, that was a total rush.

Danny: That was not easy.

Danie: It never is.

Azmuth smiles as  Paulina comes in and quickly picks up Danie and kisses her as she kisses back.

Danie: Take it you've been lonely~?

Paulina: You know it. But it's to be with you again, and nice to see you again Danny.

Danny: Thanks, but I'm just glad to say, I'M ON ANOTHER PLANET!! Oh man this is so cool!!

Star: *to Azmuth* He wants to be an astronaut.

Azmuth: I can tell.

The crowd cheers for the heros. Later on we see everyone getting ready to leave.

Ben: Okay, Azmuth, I guess we'll be going now.

Danny: It was nice meeting you.

Azmuth: Yes, yes, goodbye, Ben Tennyson, Danie Benton, and Paulina Sanchez, Star Strong,  and Danny Phantom.

Ben: Come on! Not even a "thank you?"

Paulina: Or a parade?

Danie: Or even a statue of us?

Azmuth: You expect me to put on some humiliating display of gratitude every time you and Danie save a planet or two? Who has that kind of time?

Star: Geez someone's crabby.

Ben: You're welcome.

Danie: But it is Paulina, Star and Danny's first time saving a planet soo…

Azmuth: *Sighs* I supposed I can thank them, but that's all they're getting from me.

Star: We'll take it.

Just as everyone was going to the truk we see Kevin whistle as Zed goes to him.

Ben: We're taking in another stray?

Kevin: *Sarcastically* Funny. *Pets Zed* She's kind of growing on me.

Gwen: It's a girl?

Kevin: You really didn't pay attention in health class, did you?

Danie: Ooh Kiko has a new playmate now, oh this is so cool!

Paulina: Does she have a name?

Kevin: Yep, her name is Zed.

Danie: Nice.

Just then we see Blukic and Driba come in and land along with Max who was in his underwear as everyone cringed at the sight of this.

Danie: *Covers Paulina's eyes* Um, Max what happened to your-

Max: Don't ask.

As everyone left we see the Mechamorphs join together and reform Galvan B.

Next: Chapter 47: Rad