Ben reads a newspaper to see a picture of Jennifer Nocturne missing.....who is this girl?. Ben said, "I have to find Jennifer Nocturne, that way she can be found, maybe she's at her house". Ben transforms "Fasttrack" Fasttrack goes at high speed, and transforms back. And Ben sees Jennifer coming out of the shower "Hello, Ben, what brings you here?". Ben said, "Jennifer, you were believed missing and...hey, i feel so strange". Jen said, "Take a look at that prototype at my table by my couch." Ben touched it as it scanned him. Ben said, "What did that just do to me?". Jennifer said, "You didn't come here expecting to find me, Benny, you came here because you have to save me, take another look at whose body you're seeing and you'll find what you're after." Ben sees himself in a female body in a red strapless dress. Jennifer said, "Oh goodie!, you know this is the only way. Lose yourself that watch thingy of yours...". Ben sees the Ultimatrix off his wrist, and lipstick appeared on his lips. Jennifer said, "...but you know it's the only way you can be free". Ben said in Jennifer's voice, "What...what have you done to me?". Ben started to sound like Jennifer, "What can i do for you, Jennifer Nocturne." Jennifer gives Ben a note pad as she starts writing what she has to do for her. Jennifer said, "sign this notepad, my fans appreciate my fame, i need a few acting roles, and i need you to do my female poses, do you understand?" Ben said, "Yes, Jennifer Nocturne, i am ready to do what you ask". Jennifer said, "Good, now to start switching your head with a clone version of mine" Jennifer presses a button as it zaps Ben as he grew longer yellow hair, and her eyes turn from green to blue. Ben was no longer Ben anymore, now he was Jennifer Nocturne. The security guards have found Jennifer, Guard "We've found her." Her limoscene arrived as Ben as Jennifer got in with a suitcase. As Ben as Jennifer got in a studio, she put her hand on her hip, and her arm around her head doing a pose, as fans take pictures of her, then she went into the studio, the director came in worriedly, "Jennifer, baby, we've been looking everywhere for you, rehersal starts in 10 minutes" Ben as Jen said, "Don't worry, hon, i'm already here, let's get started." Overlord then breaks in and captures Jennifer (Ben) and brings her in her limoscene. Overlord says, "Anything i can do for you, Mrs. Nocturne?, or is it my idea to rename you that, Ben?" "Wait?, why are you calling me Ben?" "Because that was my plan to have you transformed, now to take you to Los Saladed" Ben as Jennifer is soon taken to Los Saladed. Meanwhile, Kevin and Gwen followed Overlord. And Kevin hits the limoscene, Kevin scowls, "Alright, Mr. "I'm a freaky maniac now", you have 10 seconds to give us back Jennifer Nocturne!". Overload scowls back, "Don't tell me what to do, you're not the boss of me!". Overlord finally made it to Los Saladed, with Jennifer Nocturne waiting, as Overlord takes in Jennifer (Ben). Gwen and Kevin follow in, with Tetrax and Sunder following. Gwen said, "Tetrax, Sunder, what are you guys doing here?", Tetrax said, "You 2 wouldn't want to see what's going on". Tetrax throws the Ultimatrix to Kevin, as he puts it in the Rust Bucket III, Overlord laughs offscreen. Overlord says, "You thought that was the plan, that was apart of my plan, absorbing 6 of the Ultimate Forms, so i would become Ultimate Overlord, with a little help of this" Aggregor's machine that helped turned him into Ultimate Aggregor. Meanwhile, Paradox is in a room with the Map of Infinity, looks like i have witnessed this, he turns to the Map and seperates into 4 new places. Back in the Rust Bucket III, Overlord prepares to absorbed the six ultimates from the Ultimatrix, "And now, the moment you've all been waiting for....". Suddenly a blast from Aggregor's staff hits Overlord, as Aggregor furiously killed him in pain, "I think it's time for my moment". Aggregor starts absorbing the Ultimatrix as it suddenly transforms him. Aggregor smirks insanely, and laughs as his spear and eyes glew red at the same time he became sidistic. To Be Continued...
- Jennifer Nocturne
- Carl Nesmith/Captain Nemesis