"What the heck is that!?" Azula snapped as she glared at the footage on the monitor of the Shadow Wing. 

"Oh that's Ultimate Humungousaur." said Chris in a bored voice. "Huh, weird, so he kept the Ultimate thing with the new Omnitrix."

"Ultimate!?" snapped Azula. "Explain immediately."

"R-right." said Mia. "Some of Ben's aliens can evolve using something he called a Worst Case Scenario simulation. It simulates an alien's evolution after enduring millions of years of intergalactic civil war."

"I see, using Survival of the Fittest to create the perfect battle made organism." said Azula. "Incredible. Ben Tennyson is almost like a god in a sense isn't he?"

"W-well he isn't a god, he's a hero." said Mia. 

"Oh please Mia. Nobody gets that much power and gets away with only being a little kid's dream." said Azula. "It's obvious whoever controls the Omnitrix controls this war. We need him alive, and I doubt Lei Lei knows the difference between living and turned to a bloody stain."

"It's not like we can reign her in though." said Chris. "Not that we need to, look for yourself.."

Down on the ground, Lei Lei was furiously leaping at Ultimate Humungousaur, hurling lightning claw slam after slam at him, smacking Humungousaur's chin over and over.  

Shockwaves erupted as Humungousaur's head turned from side to side with each impact, but his body didn't even move. 

Ultimate Humungousaur looked down at Lei Lei as she panted, landing in front of him, her body crackling with electricity. "You done yet?"

"Shit!! Lei Lei almost forgot how strong those were!" Lei Lei growled. 

Ultimate Humungousaur let loose a powerful punch, and a massive shockwave blasted the earth apart as Lei Lei was sent flying through multiple trees, smashing them all to pieces and wooden splinters. 

Lei Lei rose from a nearby crater, her body crackling as her bones snapped back into place and her healing factor took root. 

But before she could fully heal, Ultimate Humungousaur's fists were morphing, shifting until they became a pair of five barreled cannons. 

"No way.." Azula murmured from above. 

The sounds of whistling missiles screamed into the air as rockets made of explosive bone fragments erupted from Ultimate Humungousaur's cannons and rained onto the field, blowing up with volatile force as Lei Lei was forced to dash at high speeds, barely avoiding the rain of blasts. 

Ultimate Humungousaur retracted his missile hands back into fists and he leaped high into the air, his muscular stout feet slamming down in front of Lei Lei, a shockwave knocking her back instantly. 

"Damnit! DAMNIT!" Lei Lei screamed as Ultimate Humungousaur grabbed her by the legs. 

"Alright!! Let's get ready to rumble-" Ultimate Humungousaur began right before multiple high intensity explosions erupted around him, and he was sent flying with a roar, letting go of Lei Lei. 

A few of the flotillas similar to Shivura's ship was closing in, and they were firing powerful purple plasma shells down at the area. 

Ultimate Humungousaur felt his durable armor crack and his body bleed as more explosive rounds sent him flying back further. 

"JEEZ!" Ultimate Humungousaur roared as he was forced to run towards the forest, blasts radiating over and over behind him. 

While their ships might not have been fast, their weapons were beyond anything Ben had expected. They were at least on the same level of a High Breed Warship with this caliber of firepower. 

"Ben Tennyson!!" yelled out a voice from the speakers of the fleet of ships. "Surrender yourself peacefully, or be destroyed!"

"No wait!" Azula growled as she grabbed a mic from her ship's dashboard. "Lady Kelva, rescind that threat!! That is a direct command, the Omnitrix must be kept alive, and he needs to trust us if he is to be a weapon!!"

"Do not fret General Azula." a holographic screen projected itself from the dashboard to show a Lady with blue and white robes and a mask that held a yinyang symbol on it. "And I am one of the three Daughters of the Matriarch next to Shivura, do not think for a second that you hold any authority over me. You are MY underling, I am not yours."

"Tsk, understood, but at least consider-."

"I know your methods, we hired you not for your power but your ability to manipulate, but the legendary hero Ben Tennyson is not so weak minded." said Kelva.  "We will attempt to capture him, but that is an Ultimate Form, meaning there's a chance he won't hold back anymore. If he even decides to transform into a To'kustar, than we might still win, but we'll have casualties that far exceed what the Matriarch ever intended. Either he surrenders or we kill him, there is no in between. We don't have the means to capture him alive!"

"You told me you had the means to deal with any race in the universe!" Azula growled. "You can't tell me that all of Tennyson's aliens live somewhere in the universe and yet he turns into just one of them and finds its enough to destroy an army."

There are literally millions of different creatures in the universe General Azula, many of which have their own abilities and adaptations that make them hard to deal with. There's no such thing as a perfect mass produced weapon that can take care of them one hundred percent of the time. That's why Techadon Hits exist.  You can make a gun that can blast apart even a petrosapien's skin, but there will always be a Pyraptosian capable of absorbing that same blast.  In a Universal Invasion you have to allocate resources! If you want to invade a Vaxasaurian homeworld, namely the one called Humungousaur's world, then you have to allocate all weapons capable of fighting Humungousaur to his world of Terradino! This is a world of HUMANS, we don't use our best resources here because we don't NEED to.  Ben Tennyson was supposed to die over time. If you want a perfect solution, I suggest you somehow turn back time and make sure Ben Tennyson never got in the Cryogenic Freezing chambers to begin with!"

Azula gritted her teeth. "I see."

"I dislike it as much as you, but Ben Tennyson is simply stronger than we surmised. Compared to the Avatar in his so called Avatar State, he could be 12 times more dangerous! And if he transforms into his most dangerous form, than I assure you we might not have a continent left to stand on! That is the degree of risk we are dealing with! For now his heroic antics keep him from unleashing his full strength, which is why we need to take advantage of that and deal with him now!!" growled Kelva. 

"No! You can't, he's a good person he-!" Mia began. 

"He is a RISK.. a LIABILITY to the liberation of the Matriarch. I apologize subordinate of Azula, but no matter what you say, there is such a thing as the greater good!" said Kelva. 

"B-But-!"

"Mia enough!" said Azula. "We will wait and see. Do what you need to M'lady."

"Hmph, as if I needed your confirmation." growled Kelva. "I will tell the Great Mother of your cheek later. Stand by and await orders!"

Back on the ground Ultimate Humungousaur stared up at the fleet of massive flying boat-like ships that were now filling the air, aiming their weapons at him. 

"These are Draconic Class M-B Level 13 Incendiary Plasma guns." Kelva's voice echoed out. "I doubt you need me to say more Ben Tennyson. Even your Evolved Forms will not emerge unscathed. Either surrender peacefully or die here. Those are you two options, choose."

Ultimate Humungousaur grinned. "Just cause ya got big guns doesn't mean your ships are any better."

Ultimate Humungousaur aimed out his missile hands and fired. 

"BOOOM BOOOM BOOM BOOM BOOOM BOOM!!" multiple ships began to smoke and burn and one of the massive flying boats crashed into a few others, creating a domino effect in the sky.

"SHIT SHIT SHIT!" Screamed Kevla. "Kill him!! FIRE EVERYTHING!!"

More energy spheres exploded upon the earth and Ultimate Humungousaur roared in pain as heat bathed his armored back and flecks of blood splattered against the stones. He ran into the woods, pushing through the trees as the weapons razed after him. 

"Kelva come in!" Azula roared into her mic. "What's going on!? You have big deal weapons like these and your armor gets shredded?"

"Ultimate Humungousaur is a THEORIZED being created through a genetic Simulation! He comes from a theoretical scenario that might never happen in the universe!" roared Kelva. "Don't expect me to have all the countermeasures to THAT thing after my previous explanation! You see now Azula!? We can't take risks! Gather the ships! PURSUE AND KILL!"

Azula rolled her eyes. "Right, we'll definitely do that, we'll kill him."

Azula closed the coms as she suddenly spoke into another mic connected to her own command fleet. "Get the Swamp Troops Ready, we're going capture a living legend. And so help me if he dies, I'll kill you myself."

___________________

"Ugh, never thought we'd end up back in here." muttered Sokka as he pulled swamp vines off the Rust Bucket. 

The Rust Bucket had originally course corrected itself in mid air as Humungousaur had intended when he threw it, but for some reason it did so just a slight second late, and one of its tires had clipped a low hanging tree and before they knew it, the group had plunged straight into a familiar murky swamp. 

Now The Rust Bucket was tangled in vines, its tires and bumper submerged in swamp water, unable to even drive due to the muddy terrain. 

"Hello again Foggy Swamp!" Sokka muttered. "We did NOT miss you."

"Huh, I like this place." said Toph, standing on the root of a nearby humungous tree. "It's so weird. When I stand on these roots it.. feels like I can see the WHOLE swamp, it's almost like now I can see EVERYWHERE! So cool! Like that Catgator a few miles from here whose hunting that bird, or those- wow.. wowowowow! AMAZING!" 

"Well this is actually just one giant tree with roots spread all over the place into smaller trees and such." said Katara as she swayed her hands to and fro, bending water out of the Rust Bucket's carpet, through the open door and back into the swamp. "I'm not surprised. Aang managed to find anybody lost here just by using the Spirit Vines to his advantage. It's a deeply connected place. In fact it's where he first met you."

"What? No, we first met at that Earth Bending tournament." Toph muttered.

"No I mean, the swamp showed him a spiritual vision of you before he ever met you, told him you were both going to meet eventually." said Katara. 

"Whooaaa, wacky, Twinkle Toes never mentioned anything like that." said Toph. 

"I wonder if Hugh's still around." Sokka muttered. "We never did find out what the Ladies did regarding the whole swamp area. Still looks kind of undisturbed."

"No time to wonder about that." said Katara as she bent the water in a few vines, removing them from the Rust Bucket's surface. "Ben needs us! There's no way he can take on Lei Lei on his own!"

"I don't know." Toph said. "Remember what Ben said about his Ultimate forms? I think he just used one, and he's seriously thrashing Lei Lei right now."

"What!?" Katara exclaimed. 

"Like I said, I can see everything pretty much. Humungousaur got bigger, and stronger. And he's firing explosions and stuff from his hands, its so cool! Oh wait, oh no.. he's hurt, he's running, something else is shooting at him, but its in the air and I can't see that." said Toph. 

"It must be a Matriarch Fleet." said Sokka. "That settles it, we really need to find Ben."

"He got away for now, he's heading straight into the swamp but I think they're sending ground troops after him. I think they're going to try and capture him." said Toph.

"Capture Ben? HA!" said Sokka. "That's rich."

"But this is Azula we're talking about." said Katara. "If she got a look at one of Ben's Ultimate forms and still wants to capture him then she definitely has a way to do it."

"Then we're gonna have to change our strategy." said Sokka. "Alright! Katara, you're good with water, you stay here and deswamp the Rust Bucket, Toph, you and me are going to get Ben on our own!"

"Right-o!" said Toph as she and Sokka began sloshing through the murk. 

************

Deep in the swamp, the water bubbled as a pair of fish-like gray eyes that looked suited to lightless places peeked out like a gator, a dangling angler-fish-like bioluminescent light perched on his head.  

(Unfortunately, like Upchuck, currently Ripjaws's design is backed up on our schedule, we'll try and get those two to you as soon as possible). 

The Terror That Lurks Beneath: Ripjaws. 

Ripjaws emerged from the swamp, standing up slowly to reveal light blue-gray scaly skin, webbed clawed hands, fins running down his back, a strange black green striped loin-cloth-like triangular fins around his waist that seemed to be part of his body, and finally a set of huge jaws lined with rows of crushing teeth, the fish man possessing a rather large underbite.

Muscles could be seen if one looked closely around the jaw, meant to chomp down with titanium crushing strength. 

The Fish Man alien looked around for a few seconds, his pale eyes reflecting the dappled sunlight peeking through the treetops of the huge swamp. 

"This place feels so weird. It feels like everything's literally watching me, even the trees." Ripjaws muttered in his monstrous sounding voice. "And I thought I was the freaky lookin' one. Yggghh."

Ripjaws let loose a shiver before diving back into the lake, his legs suddenly meging together with the black loin cloth-like fins so they turned into a large fish's tail, like a mermaid. 

He zoomed through the river, keeping his entire body submerged except for his dorsal fins and head lamp, swimming at incredible speed surpassing any sea creature on Earth. 

Suddenly Rip Jaws stopped as his eyes once more peeked out of the water to see a few creatures that looked like massive alligators with catfish-like eyes and whiskers. 

"So these are Catgators huh?" Ripjaws growled, bubbles popping around his head. "Wanna move over? Tryin' ta keep a low profile here."

"HISSSSSSS!" The gators dove at Ripjaws. 

"Have it your way.. RAAAAAAHH!" Ripjaws unhinged his massive jaws, chomping on one of the gators, crushing it between his teeth, turning its spine to bits in an instant before tossing it aside and smashing the other gators back with his powerful claws and enhnaced strength. 

The other catgators, recognizing the superior predator, all hissed again before swimming away. 

"Yeah that's right, I'm the boss of the sea!" Ripjaws said with a chuckle before diving back into the river. 

Ripjaws continued swimming along. If he remembered right, he threw the Rust Bucket in this general direction. As long as he traveled low to the ground and out of sight, then he should be able to escape the fleet. 

However, things never were so easy for Ben. 

Because at that moment he found himself bumping into trouble that was far bigger than a horde of catgators. 

Ripjaws came to a halt, his head peeking out of the water as he was confronted by... canoes?

They were canoes alright, and there were a group of what appeared to be tan skinned scrawny men standing atop the boats. They wore skirts made of leaves and grass, and large leaves on their heads. Some of them carried weighted nets, spears and other hunting gear. 

"Well well well, dat der is not a fish I eva seen before." said one of them. "What chu rekon dat taste like?" 

"Dunno, but boy I'm itchin' ta find out yeh know." said another. 

"Uh-oh! Hey guys!" Ripjaws stood up out of the water, holding up his clawed webbed hands. "Listen, I'm not looking for trouble or anything. Do you know the fastest way out of this swamp?"

"Holy moly! Didja see that Lou? Dat fish der just got up an' talked!" said one of the swamp people. 

"Now'n I'm wonder'n wat dem talkin' walkin' fish taste like." said the one called Lou. "Hilly! Get dem nets ready! I'm starv'n!"

Ripjaws sighed. "Oh ya gotta be kidding me." 

A giant weighted net flew at Ripjaws, who opened his mouth wide and shredded through the net with his teeth before slashing some  more nets out of the air with his claws

"GRAAAAHH!!!" Ripjaws grabbed one of the canoes, using his strength send the boat flying into the swamp with several swamp people on it yelling before he turned and dove back into the river, swimming under the barricade of boats and zooming through the river as fast as he could. 

https://youtu.be/NVX4xgpd_Ec

"DARNIT LOU! Yeh let it get away!" yelled one Swamp man. 

"Tarnation Hilly!" exclaimed Lou. "How wus I pposed ta know it had jaws and claws that could slash through Bog Vine!?  Dat thing der is a predator dat's for sure! Well.. aftah it!"

Several of the swamp people stood up and began to make waving spiral motions with their arms, as if they were some sort of propellers, and before long, the water began to churn and bend to their will, sending the canoes speeding after Ripjaws at high speed. 

"Aw COME on! Water Bending Swamp Billies!?" Ripjaws growled as he dove from side to side, avoiding spears and more weighted nets. "I REALLY don't wanna fight you guys but if I have to-.." 

"OH.. BEEEEEEN!! LEI LEI IS HEEEEERE!!" 

Suddenly Lei Lei appeared  up ahead on a nearby tree, her feet hanging using static from a low hanging branch. Her mask was partially cracked, there were burns on her clothes, and she was cackling with such livid horrifying sadism that Ripjaws nearly had a heart attack just seeing her. 

"OH SHIT! NO FIGHTING! JUST RUN!.. OR SWIM!!" Ripjaws dove into the water just in time as Lei Lei shrieked furiously and picked up a humungous boulder with her tremendous strength, throwing it and narrowly missing the Swamp People. 

"What da!?" yelled Lou. "Who is dat scary mask gurl!?"

"She wants dat fish too! She's hustling on our food!" yelled Hilly "Dat little varmint! Lets git dat fish before she does!"

https://youtu.be/DCJwanFBhj0

So now  Ripjaws was speeding down a River as he was pursued by Swamp Water Benders and Lei Lei who was leaping from tree to tree, laughing wildly as she threw bolts of lightning every which way. 

"WHY DOES LIFE HATE ME!?" Ripjaws roared. 

When it came to the Swamp People, Ben figured if escaping failed he could always just turn back and fight, though he'd risk hurting them badly. On the other hand, now that Lei Lei was here, that option was completely out the window. 

The sun went down, hours passed. 

Fragon's head peeked out of the earth from where he had borrowed into to escape, his green luminescent eyes blinking as slid out of the ground, his form towering above many of the shadowy swamp creatures that crawled about in the darkness. 

"Well this stinks." Fragon muttered as he smashed a giant mosquito-like bug that had perched on his back, trying to suck his blood. "Ewwwwww..."

Fragon wiped the giant bug guts off his clawed forelimb before slithering into the nearby river to wash off the stuff on his back. "Gross gross.. oh man I'm hungry."

Fragon then saw something strange.. a thin beam of light in the night of the swamp.. 

It lay gently upon the now eerily silent surroundings which had been filled with the croaks and chirps of life before. 

Fragon narrowed his eyes, there were two people standing beneath the beam of light, their backs turned to him. One was a man with brown hair, another a woman with long blonde hair. Neither of them were facing Ben, but they each wore clothes that looked like they were from the 21st century.

Jeans, sweatshirts, wait.. 

"Mom..? Dad..?" Fragon whispered. 

The two people didn't answer, but remained standing eerily still, their backs still turned towards Fragon. 

"MOM! DAD!" The dragon-like alien rushed forward. "IT'S ME- IT'S!!"

"YAAAAAAAAGGGGH!" Lei Lei dove down from the darkness, crackling with intense lightning. 

"AAAAAAHH!!" Fragon slithered out of the way just in time. "NO NO! WAIT WAIT!!"

But the beam of light, man and woman, all were gone, as if it were just a mirage. 

https://youtu.be/ymunj4-eoZU

"COME HERE LITTLE  BENNY! TEEHEEEE!" Lei Lei extended her lightning claws, dashing at Fragon. 

Fragon's eyes welled up with tears as fury exploded within him like never before. "LEAVE ME ALONE!!"

Fragon fired a number of grenades from his mouth, filling the forest with bright explosions as Lei Lei was forced to beat back the powerful shrapnel with electric blasts from her body. 

Fragon slithered into the trees, using his clawed feet to easily scale the trunks at high speed, dropping multiple bombs from his stomach, tail and horns, all of them beeping rapidly as he detonated them remotely, forcing Lei Lei to leap back. 

"STOP RUNNING DOOFUS!" Lei Lei screamed firing a powerful lightning bolt from her gloved hands. 

"STOP CHASING ME DWEEB!!" Fragon roared back as he fired an explosive flame blast from his jaws, intercepting the electric attack in mid air. 

Fragon leaped out of the tree, diving straight into the earth like it was water and burrowing underneath. 

Lei Lei chuckled as she danced like a circus performer across the earth, feeling the ground rumble beneath her feet as Fragon tunneled below, starting to sing. "Oh oh, now where oh where could my Doofus  have gone? Oh where oh where could he be? Oh where oh Where could my Doofus have gone oh where oh where could he- OH HERE!"

Lei Lei created a giant sword made of lightning and carved into the ground, ripping the earth apart. 

But instead, she was met with a fiery explosion, which sent her flying back with a shriek

"Click.." Lei Lei's eyes widened beneath her now partially cracked mask as she felt some sort of pressure plate under her back.  "Oh shi- BOOOOOOOOOMMM!"

Multiple land mines went off across the swamp forest floor, filling the place with balls of fire, smoke and rubble. 

Fragon emerged from the ground amid steam and smoke, as bombs grew back into place on his body. 

Lei Lei was now sprawled against a tree, but her body was already crackling back into place as shrapnel slurped out of her wounds and clattered to the ground, her skin knitting itself back together. 

"WHY.. WON'T.. YOU DIE!?" Both Lei Lei and Fragon roared at each other as the two faced each other.

Lei Lei's voice.. Lei Lei's taunts.. the way she sadistically chased him.. her being the reason why Jin had to go on the run.. Ben found himself hating everything about this Lady. He couldn't know why it was so easy to hate her. There was something about her, something that made Ben feel primal fear and horror. Something that just couldn't be explained with words alone. 

Fragon's cheeks puffed up as multiple explosions went off inside his mouth, while Lei Lei created a massive lightning sphere between her gloved hands, creating a devastating enough charge to wipe out half an army. 

Lei Lei was too powerful. The smart thing to do was either Go Ultimate, or Run, with running being the better option as an Ultimate form would attract attention.. 

But Ben was filled with too much fury to think properly. 

Fragon unleashed the explosions in his mouth while Lei Lei fired the sphere of lightning. 

An explosion rocked the swamp, sending both Fragon and Lei Lei hurling back 

Fragon fell into the muck, coughing, as Lei Lei fell back against a tree, half her mask shattering off.. 

"You-" Fragon glared at Lei Lei, only for his eyes to wide with shock. 

Half of Lei Lei's face could be seen under the mask now.. a sweet, beautiful face with green eyes similar to Ben's own human eyes, her familiar face looked odd with the tufty orange twin tails she currently wore, a hair style she never would've worn ten million years ago.

"G-Gwen?" Fragon whispered with horror. 

Lei Lei blinked at Fragon, none of Gwen Tennyson's personality visible within her cold eyes, her gaze switching from sadistic rage to confusion. 

"Wh-whose Gwen?" Lei Lei asked, her lips parting. "You know who Gwen is?"

"G-Gwen.. oh Gwen.. no.." Fragon gasped, unable to say anything else, losing the will to fight completely. 

"TELL ME WHO GWEN IS!! I SWEAR I'LL KILL YOU IF YOU DON'T!" Lei Lei shrieked insanely, her mouth splitting into a grin of sheer rage as her formerly green irises now turned pitch black like all the other Ladies, her hair turning bright blue and florescent like lightning. 

"KAAABLAAAM!" A massive boulder collided with Lei Lei, sending her flying into the woods. 

"BEN!" Sokka and Toph slid down one of the tree roots. "Come on! Lets get out of here! Hurry!"

"Th-that's Gwen!! That's GWEN!" Ben screamed as he returned to human form in a flash of green light and began running towards the splayed and groaning form of Lei Lei, whose dislocated arm was now snapping back into place with a sickening crack. 

"Who is she? Tell me now.." wheezed Lei Lei as her spine snapped back into place and she began to stand. 

"NO BEN! WE NEED TO GO!" Sokka struggled to hold Ben back. 

"BUT-BUT!! NO LET GO!!" Ben roared, reaching his hand to the Omnitrix once more in preparation to transform. 

"WHACK!!" Ben was suddenly knocked out as Toph hurled a rock into his head. 

"WHAT!? COME ON!?" Sokka squealed. 

"Do YOU want to see if you can hold back Four Arms?" Toph yelled. "Come on lets go!" 

Sokka, lugging Ben over his shoulder like a sack of flour,  leaped onto a large stone platform with Toph as she bent the large earthen platform into the swamp, sliding into the darkness.. 

As they did, Lei Lei threw aside the other half of her mask, her beautiful face that once belonged to another contorted with rage, electricity sparking from her black hollow eyes. She screamed into the air, a pillar of pure lightning exploding into the sky and blasting the night sky apart, the very anger of Lei Lei, one of the Supreme Generals of the Matriarch, being felt for miles on end. 

Author Notes:

1. Lei Lei is extremely  powerful, even by alien standards. She only almost lost to Fragon because Ultimate Humungousaur weakened her greatly, though if Ben kept fighting as Ultimate Humungousaur, he might've won, but only if Lei Lei didn't take away her power restraints. 

2. The Ladies all have different powers for a mysterious reason. But when they are born, they have no powers except for the healing factor that is an ability inherent in their race. Due to the fact that they have hybridized with humans, they no longer have the ability to lay eggs, and therefore they have to use their DNA to recreate the eggs of their original purebred selves to keep reproducing.  It is believed that the Ladies are copying other people's powers for some reason, as some of them have displayed the ability to bend. Kelva for instance can water bend and Shivura can fire bend. It is believed that Lei Lei utilizes Fire Bending and the stolen powers of a Conductoid, an Amperi, and a Fire Bender to create an ultimate kind of electric power manipulation. That coupled with the Mana of Gwen's body, further amplifies it to horrifying levels. 

3. Fragon can create at least 80 types of bombs, ranging from lethal to nonlethal to  his most powerful armor piercing mines, which are used by his species to hunt Slammoids on Terraexcava.  He exists in the RE:Zero crossover as well.