The first Kree weapon fired.
Ben barely had time to react.
"MOVE!"
The rooftop exploded.
A beam of blue-white energy slammed into the building, throwing concrete and glass into the air.
Peter grabbed Eli and pulled him behind a large ventilation unit.
Marcus wasn't so lucky.
"Marcus!"
Ben lunged forward.
Marcus raised both hands.
The red energy around his body flared violently.
BOOM!
The incoming blast collided with his energy field.
For a second, Marcus held it.
Then his knees buckled.
"Little help here!"
Ben didn't hesitate.
The Omnitrix on his chest flashed green.
A black-and-green blur shot forward.
Ben slammed his hands into the incoming energy.
The force pushed him backward several meters.
His shoes scraped across the rooftop.
"Okay…"
He gritted his teeth.
"…that's stronger than I expected."
Peter stared at him.
"You say that like you weren't expecting an alien warship to have big guns!"
"I was hoping for lasers with reasonable customer service!"
"That's not a thing!"
"I'm aware!"
Another blast came.
This time, Clark moved.
He simply flew upward.
The Kree weapon hit him directly.
For half a second, nothing happened.
Then the energy dispersed around his body.
Clark looked down at the rooftop.
"Everyone okay?"
Peter stared.
Ben stared.
Marcus stared.
Eli stared.
Even Carol looked stunned.
Peter slowly pointed upward.
"Okay…"
He looked at Ben.
"Did that guy just tank a spaceship weapon?"
Ben nodded.
"Pretty much."
Peter swallowed.
"Right."
A pause.
"That's concerning."
Clark landed beside them.
"I don't think they're going to stop."
Carol looked toward the sky.
"They won't."
Her voice was quiet.
"They've made their decision."
Ben looked at her.
"What decision?"
Carol didn't answer immediately.
She watched the enormous Kree command ship hanging above New York.
"They're not here to negotiate."
Another explosion shook the building.
People were screaming somewhere below.
Sirens began filling the streets.
Ben's expression changed.
This wasn't a private fight anymore.
There were civilians everywhere.
He turned toward Peter.
"Get everyone off the roof."
Peter nodded.
"On it."
He pulled his mask down.
"Finally, something I'm good at."
Ben raised an eyebrow.
"Don't get yourself killed."
Peter paused.
"You say that like it's not obvious."
Then he jumped.
A web shot toward a nearby building.
Peter disappeared between the skyscrapers.
Clark watched him go.
"He's young."
Ben nodded.
"Very."
"And you're trusting him with this?"
Ben looked at him.
"He's Spider-Man."
Clark raised an eyebrow.
"That doesn't answer my question."
"It kind of does."
For a moment, neither spoke.
Then Carol stepped between them.
"We don't have time for this."
Ben looked toward the sky.
The Kree ships were moving.
Not randomly.
They were spreading out.
"That's not good."
Clark followed his gaze.
"What are they doing?"
"Creating a perimeter."
Carol's face went pale.
"They're surrounding the city."
Ben looked at her.
"You've seen this before?"
Carol nodded.
"Not exactly this."
She pointed toward the largest ship.
"That one is the command vessel."
Ben narrowed his eyes.
"Can we take it down?"
Carol gave him a look.
"You're asking if we can destroy the largest ship in a Kree fleet?"
"Yes."
"No."
Ben nodded.
"Good talk."
Carol almost smiled.
Almost.
Then another explosion erupted in the distance.
Her smile disappeared.
"They'll keep firing until something forces them to stop."
Ben looked at Clark.
Clark looked back.
There was an understanding between them.
Neither trusted the other yet.
But both understood what needed to happen.
"I'm going up there," Clark said.
Ben shook his head.
"Not alone."
Clark raised an eyebrow.
"You have a better plan?"
"Not yet."
"That doesn't sound reassuring."
"Welcome to my life."
Ben touched the Omnitrix.
Green light spread across his body.
His appearance shifted.
The familiar green-and-black armor formed around him.
The energy lines along his arms flickered.
The Omnitrix symbol appeared in the center of his chest.
Clark looked at him carefully.
"So that's the device they want."
Ben glanced down.
"Apparently."
Carol stepped closer.
"Ben…"
He looked at her.
"Don't let them take it."
Ben smiled faintly.
"Wasn't planning on giving it away."
A sudden metallic voice echoed through the rooftop.
"BEN STUART."
Everyone froze.
The voice wasn't coming from the rooftop.
It was coming from the sky.
Ben looked upward.
The command ship had turned toward them.
"SURRENDER THE DEVICE."
Ben stared at the ship.
"That's new."
"THE HUMAN FEMALE WILL ALSO BE RETURNED."
Carol clenched her fists.
Ben looked at her.
"You okay?"
"Yeah."
She wasn't.
Ben knew it.
But he didn't push.
The voice continued.
"FAILURE TO COMPLY WILL RESULT IN THE TERMINATION OF THIS CITY."
Clark's expression hardened.
"That's enough."
He launched himself into the sky.
Ben looked after him.
"Show-off."
Carol looked at Ben.
"Are you really going to make jokes right now?"
"Honestly?"
Ben's smile disappeared.
"No."
The Omnitrix began to glow brighter.
Ben looked at Eli and Marcus.
"Stay here."
Marcus frowned.
"You're going up there."
"Yes."
"So are we."
"No."
Marcus stepped forward.
"You said nobody fights unless they choose to."
"I remember."
"Then we're choosing."
Ben stared at him.
Marcus's hands began glowing red.
Eli stepped beside him.
Blue electricity crawled across his arms.
Ben looked between them.
"You two realize this could get ugly very quickly?"
Marcus smiled.
"Yeah."
Eli nodded.
"Still coming."
Ben sighed.
"You guys are terrible at following instructions."
Marcus shrugged.
"Apparently we're learning from you."
Ben couldn't help laughing.
"Fair."
Carol looked at the three of them.
For a moment, something changed in her expression.
Not fear.
Not exactly.
Hope.
Then the rooftop shook again.
Ben looked upward.
Hundreds of smaller Kree ships were leaving the main vessel.
"Okay."
He rolled his shoulders.
"Now we're officially outnumbered."
Marcus looked up.
"How badly?"
Ben glanced at the Omnitrix readings.
"…very badly."
Eli swallowed.
"That's not what I wanted to hear."
Ben smiled.
"Good news."
"What?"
"We only need to win once."
Before anyone could respond, the sky filled with green energy.
Dozens of Kree soldiers descended toward the buildings.
Their armor gleamed beneath the city lights.
Weapons charged.
Clark was already fighting above them.
One Kree fighter slammed into him.
Another fired.
Clark caught the weapon.
He crushed it in his hand.
The Kree soldier stared.
Clark threw him away.
"Okay."
Ben looked at the others.
"Let's do this."
He jumped.
The Omnitrix flashed.
Ben disappeared into the night.
Marcus followed.
Eli took a deep breath.
Then electricity exploded around him.
He flew upward.
Carol watched them go.
Then she looked at the approaching Kree soldiers.
She clenched her fists.
"Guess I'm joining the party."
She launched herself into the air.
Twenty Minutes Later
New York was chaos.
Buildings shook.
Cars abandoned the streets.
Emergency services struggled to reach the affected areas.
The Kree weren't simply attacking.
They were controlling the battlefield.
Every time civilians tried to escape one area, another Kree unit appeared.
Ben realized it quickly.
"They're herding people."
Peter landed beside him on a rooftop.
"Yeah."
His breathing was heavy.
"I've been trying to move civilians toward the bridges."
Ben nodded.
"Good."
Peter looked at the sky.
"Clark's keeping most of them busy."
"Most?"
Peter pointed.
Ben looked.
A massive Kree transport was descending toward the center of Manhattan.
"That's new."
Peter stared.
"What is that?"
Carol landed beside them.
"Troop carrier."
Ben looked at her.
"How many?"
"Could carry several thousand."
Peter stared.
"Several thousand?"
Ben sighed.
"Yeah."
Peter looked at him.
"I suddenly miss fighting one guy at a time."
Ben laughed.
"Same."
Carol looked toward the carrier.
"If that ship lands, we're finished."
Ben's smile disappeared.
"Then it doesn't land."
He jumped from the building.
Peter followed.
Carol flew behind them.
Below, the transport continued descending.
Its landing lights illuminated the streets.
Ben activated the Omnitrix.
The green symbol flashed.
His body changed.
Energy surrounded him.
He shot toward the ship.
"Come on…"
The transport opened its weapons.
"Don't make this harder than it has to be."
A missile launched.
Ben dodged.
Another.
He twisted sideways.
A third.
He caught it.
Peter stared.
"You can catch missiles now?"
Ben threw it back.
"No idea!"
The missile exploded against the ship.
Peter shook his head.
"Great answer!"
Ben reached the transport.
He placed both hands against the hull.
The metal groaned.
His adaptive armor began scanning the alien technology.
TECHNOLOGY INTERFACE DETECTED.
Ben grinned.
"Now we're talking."
The Omnitrix pulsed.
Alien circuitry appeared across his vision.
Power systems.
Weapons.
Navigation.
Life support.
Engine.
Ben's eyes widened.
"Oh."
Peter landed beside him.
"What?"
Ben pointed.
"Do you see that?"
Peter looked.
"I see a giant alien ship."
"No. The power core."
Peter stared.
"You're telling me you found the off switch?"
"Not exactly."
Ben smiled.
"I found the self-destruct system."
Peter's eyes widened.
"Ben."
"What?"
"Please tell me you're not thinking what I think you're thinking."
Ben looked at the massive ship.
Then at the city below.
Then at the Kree fighters surrounding them.
"No."
Peter relaxed.
Ben continued.
"I'm thinking something much worse."
Peter sighed.
"Of course you are."
Far above Earth…
Inside the Kree command ship…
A man stood before a massive holographic display.
He watched Ben's movements.
He watched Clark.
He watched Carol.
Then he looked at a small symbol appearing on the screen.
The Omnitrix.
His expression changed.
"So…"
He leaned closer.
"The device has finally awakened."
An officer beside him looked confused.
"Commander?"
The man smiled.
"Begin Phase Two."
The officer hesitated.
"Phase Two was not authorized."
The commander turned.
"It is now."
A massive door opened behind them.
Something stepped out.
Something that wasn't Kree.
Something that had been waiting inside the ship.
The commander looked toward Earth.
"Let's see what happens when the weapon meets another weapon."
Back in Manhattan, Ben suddenly froze.
The Omnitrix alarm began screaming.
Peter looked at him.
"What?"
Ben stared at the sky.
"I don't know."
Carol landed nearby.
"What is it?"
Ben's eyes narrowed.
The Omnitrix wasn't detecting the Kree ships anymore.
It was detecting something else.
Something inside the command ship.
Something powerful.
Something unfamiliar.
The Omnitrix flashed red.
For the first time since Ben had arrived in this universe…
it sounded afraid.
Ben slowly looked toward the sky.
"What the hell is that?"
A massive shadow emerged from the command ship.
Clark stopped fighting.
Carol stopped breathing.
Peter whispered,
"Ben…"
Ben stared upward.
"Yeah."
The shadow continued descending.
And then—
something opened its eyes.