Penny and Rex

The Adventures of Penny Gadget and Generator Rex


Penny's Heroes

Penny Gadget waits for her uncle to return from his latest mission. She suddenly hears a ruckus outside. Stepping out of the Gadgets' house, Penny sees a boy wearing orange goggles and some kind of monster. Then, the boy grows big metal fists right out of his arms. Penny quickly notices Chief Quimby nearby and begins worrying that this boy is a new version of her uncle, meaning Quimby would have no further use for her uncle. Penny rushes up to Quimby, "I hope this boy isnt a replacement for my uncle". Quimby quickly responds, "He is not. He is Rex Blanco AKA Generator Rex. He's from out of town". Quimby points to a man in a green suit, "That man calls himself Agent Six. He and Rex work for some kind of secret agency". Rex places a hand on the monster. His hand glows and there's a whirring sound, then the monster shrinks and turns into a man. Agent Six takes the man away. Then, Rex walks over to Quimby and Penny. "Problem solved", he tells Quimby. Then, he turns to Penny. "And who is this charming little lady?", Rex asks. "Penny Gadget", Penny answers.

"You must be the illustrious niece of the famous Inspector Gadget", Rex remarks. Penny turns to Quimby, "Speaking of whom, have you heard from Uncle Gadget?", Penny asks. "Not Yet", Quimby responds. Quimby returns to the police station, leaving Penny alone with Rex. "I'll go look for your uncle", Rex tells Penny. "I'm coming with you", Penny insists. Rex doesn't even bother with trying to convince her not to come. The two of them head for the MAD base Inspector Gadget had been assigned to investigate.

Upon arriving at the MAD base, Penny uses her computer book to access a map of the base. Rex is overly impresssed with Penny's computer book. "Where can I get one of those?" he asks. "I made this one myself. It's one-of-a-kind", Penny answers. Rex can't help but flirt with Penny. "You're the most amazing girl I've ever met", he remarks. The two of them locate Inspector Gadget within the MAD base. He's being held hostage in a lab. The moment they enter the lab, something grabs Rex, catching him off-guard and throws him into a weird machine that has two chambers. Rex is trapped in one of them.

Dr. Claw enters the lab through a door on the far side of the room. Inspector Gadget is lying unconscious in a cage. "You walked right into my trap", Dr Claw tells Penny, "When I heard that the famous Generator Rex was coming to Metro City, i decided to put my latest invention to good use. This device will drain out the powers of the individual in the right chamber, where Rex is right now, and transfer those powers to who ever gets into the left chamber. That will be me. I will take Rex's powers for myself, and then I will be evenly matched with Inspector Gadget". Dr. Claw turns on the device and Rex begins howling in pain. After a few seconds, Rex drops to the floor of the chamber, unconscious.

Inspector Gadget wakes up to see his niece face-to-face with Doctor Claw, and a mysterious boy who must be the "Generator Rex" Dr. Claw was going on about lying unconscious in Dr. Claw's power transfer machine. "Now all that's left to do is for me to climb into the left chamber and claim Rex's powers for myself", Dr. Claw declares. "Go go Gadget Arms", Gadget yells. his arms shoot out, enabling him to punch Dr. Claw and grab the keys to the cage Claw has him trapped in. Gadget quickly unlocks the cage and confronts Dr. Claw. Dr. Claw grabs Penny. "If you wanna attack me, you'll have to go through your niece first", Dr. Claw declares. Penny manages to clamp her teeth onto Dr. Claws arm and bite him. Dr. Claw yelps in surprise and flings Penny away. Penny lands right in the left chamber of the power transfer machine, the door closing behind her.

"No!" Dr. Claw yells, but its too late. Gadget takes advantage of the situation and punches Dr. Claw again, sending him flying across the room. Dr. Claw manages to scramble out through the door he entered the room from. The power transfer device gives of a series of flashes and whirring noises. after about two minutes it shuts off and the doors to both chambers open. Penny tumbles out of the left chamber. Rex is still lying unconscious in the right chamber. Then, everything around them starts exploding. "Dr. Claw has set this base to self-destruct", Gadget realizes. Penny manages to stand up and walk out of the room on her own. Gadget retrieves Rex from the right chamber and carries him away. As they leave the base, Gadget and Penny see the MAD jet taking off. Dr. Claw sees them emerging from the base and fires a missle at them before flying away. The missle hits the roof of the base right above Gadget. the roof starts to collapse. Gadget extends his arms, pushing Penny and Rex clear of the rubble, as the roof collapses on him. after the smoke clears, Penny and Rex see Gadget's arms sticking out from under the collapsed roof. Rex attempts to generate a device to clear the rubble, but nothing happens. "My powers are gone", he realizes.

Penny and Rex manage to pull Gadget out of the rubble, but then Rex collapses. Penny uses her computer book to contact Chief Quimby and tell him that Gadget and Rex are both injured and need to get to a hospital. Chief Quimby arrives on the screen moments later flanked by two ambulances. Gadget and Rex are each loaded into one of the Ambulances and driven to the Metro City hospital to recover. Quimby takes Penny home. Penny sits in her room and thinks about what all just happened. She made a new friend who has awesome superpowers, then he attempted to help her rescue her uncle, only to get himself, and her uncle, hurt. On top of that, his powers quit working right when they needed them to get Gadget out from under the rubble. As Penny wonders what could have happened to Rex's powers, she suddenly remembers Dr. Claw saying that his device would transfer the powers of whoever is in the right chamber to whoever gets in the left chamber. Penny realizes she was the one who ended up in the left chamber. Penny thinks back to when she first met Rex and he had those big metal fists. Then, she notices glowing lines snaking their way up her arms. Then, her arms and hands morph into the big metal fists she saw Rex with earlier.

Penny quickly returns her hands and arms to normal, and then rushes off to the hospital to visit her uncle and Rex. When she gets there, Gadget and Rex are sleeping. Agent Six is there keeping an eye on them. Penny demonstrates the powers she got from Rex, and then explains to Agent Six about Dr. Claw's power transfer machine. Rex wakes up and overhears Penny telling Six what happened. "You have my powers?" he remarks. "Yes" Penny replies. "Then use them well", Rex replies back. Rex points to his orange goggles, which are on the table beside his hospital bed. "Take these with you", Rex suggests, "If you use my flying machine, you may want them".

Rex goes back to sleep, and Penny walks back over to Six. "I want all the info you have on the stuff Rex has generated" Penny demands. She pulls out her computer book and shows it to Six. "I can download the info into here", she tells him. A short time later, Penny is back at her house going through all the machines Rex has generated. The "flying machine" Rex mention consist of two fan-like devices linked together. There's also the big metal fists, big metal boots (which Rex uses to jump really high), a gigantic sword Rex makes from his arm, a hovercar-like build, and the "Slam Cannon", a bazooka-like machine that Rex uses to fire projectiles at his enemies. Penny decides to use her newfound powers to defeat Dr. Claw once and for all and make him pay for hurting her uncle and Rex. She realizes that she will need to seek out some allies to help her since her uncle and Rex are still recovering in the hospital. Penny steps outside her house and generates the flying machine. She straps on the goggles Rex gave her. "This is gonna be fun", Penny remarks, and then takes to the skies.

Penny decides to fly to Japan and visit her friend Atsuko first. Penny shows off her new generator powers as soon as she meets up with Atsuko. "I'm gathering allies for a final showdown with Dr. Claw", Penny tells Atsuko. "Count me in", Atsuko insists. Penny drops Atsuko off in Metro City, and then heads off to find more allies. She visits a town called Bellwood where she recruits a friend of Rex's, Ben Tennyson, to join her team. As she leaves Bellwood, Penny sees the MAD flying east. She follows it to kingdom in the middle of Asia. Dr. Claw meets up with a man named Ganondorf. "Inspector Gadget is injured so now's the time for me to take over the world. You want in on the fun?" Claw asks Ganondorf. "It'd be my pleasure" Ganondorf replies. Ganondorf climbs into the MAD jet along with Dr. Claw. After the MAD jet flies away, Penny makes her way to the nearby castle. She quickly finds the person she's looking for: the castle's princess, Zelda. "Do you know where Link is?", Penny asks Zelda. "Probably off exploring some dungeon somewhere", Zelda replies, "He does that a lot".

Zelda directs Penny to the closest dungeon. Penny navigates her way through and finds the slain body of a monster, and an open, empty treasure chest. Link has definitely been here. Penny makes her way back out of the dungeon. She heads into the nearby forest, generating the huge arm sword to cut down some thick vines. When Penny emerges from the other end of the forest, she sees a second dungeon. As Penny starts to enter the dungeon, Link emerges from it. "I've been looking for you", Penny exclaims, "Dr. Claw has teamed up with Ganondorf". "Then what are we standing around here for", Link remarks. Penny takes Link to Metro City and leaves him at her house with Atsuko and Ben.

Penny next heads to New York City to see if any superheroes are available to join her team. The Avengers are busy elsewhere. She does find Ant-Man, but he's busy. His daughter Cassie, however, is more than willing to help. Cassie shows Penny a suit of armor her dad made for her, which gives her the same size-changing powers that he has. Cassie calls herself Stature. "Let me see if my boyfriend and his siblings wanna join us", Cassie suggests. Cassie leads Penny to the home of the Power family,  where she introduces Penny to Jack Power AKA Mass Master (Cassie's boyfriend), and his siblings Katie (Energizer), Julie (Lightspeed), and Alex (Zero-G). Energizer and Mass Master are more than willing to help. Zero-G and Lightspeed refuse Cassie and Penny's offer. "Power Pack had a big argument recently, and Zero-G and Lightspeed aren't getting along right now", Mass Master explains.

After dropping Stature, Mass Master, and Energizer off in Metro City, Penny catches sight of the MAD jet again. She follows it to a place called Neo Domino City. Penny overhears Dr. Claw say something about "Dark Signers". Catching sight of Yusei Fudo, Penny generates the hovercar thing and chases after him. Meanwhile, Dr. Claw recruits a man named Roman Goodwin (one of the "Dark Signers" he was talking about) to help him take over the world. As Dr. Claw and Roman fly away in the MAD jet, Dr. Claw fires a missle at Yusei's duel runner, causing Yusei to wreck. Yusei's friends Jack, Crow, Akiza, Leo, and Luna arrive on the scene moments later. They quickly get Yusei to a hospital. Penny tells everyone that it was likely Dr. Claw who caused Yusei to wreck. "I was gonna ask Yusei to help me take down Dr. Claw," Penny explains.

As Penny leaves the hospital, Leo and Luna rush up to her. "We want to join your team and make Dr. Claw pay for hurting Yusei", Leo and Luna insist, "Jack, Crow, and Akiza can stay here and keep an eye on Yusei". Penny takes Leo and Luna to Metro City. Next she heads to Central City to try and recruit The Flash. Penny is surprised to see Ash Ketchum hanging out with Cisco at STAB labs. The Flash is no where to be seen. "Barry went to Ash's Earth", Cisco explains, "he wants to "speed run" a Pokemon journey". Ash walks over to Penny. "I'll join your team", Ash declares. "Sure", Penny responds. Penny takes Ash to Metro City.

Penny now has Atsuko, Ben, Link, Stature, Energizer, Mass Master, Leo, Luna, and Ash on her team. "This should be a good team" Penny determines. Ben goes to visit Rex in the hospital. Everyone else heads for Dr. Claw's MAD headquarters. Upon arriving, Penny generates the Slam Cannon and blasts down the door. Dr. Claw, Ganondorf, and Roman are waiting inside. Leo and Luna quickly begin a 2-vs-1 duel with Roman. Dr. Claw signals, and a mob of henchmen surround the rest of Penny's team. Link uses his hookshot so launch himself at Ganondorf. Stature grows to giant-size and pummels several henchmen. Energizer begins disintegrating Dr. Claw's arsenol of lasers and other doomsday devices. Mass Master turns into cloud form and blinds some of the henchmen. Atsuko lashes out with some martial arts moves. Ash tosses a Poke Ball and a Pokemon resembling a skinny blue frog with is tongue wrapped around its body appears. "You Ready, Greninja?" Ash asks. Ash and Greninja surround themselves with energy and appear to merge. Greninja transforms to resemble Ash and grows a giant shuriken on its back. Ash has Greninja, along with Pikachu, attack the henchmen.

Back at the hospital, Ben tells Rex about what Penny is doing. Rex tells Ben that Penny has his generator powers. Six walks over to them. "You know, we may be able to use the nanites in the Container, which you offloaded, to give you back your powers", Six suggests. Rex leaps from his hospital bed and rushes off, with Six and Ben hurrying to keep up with him.

Things are starting to fall apart for Penny's team. Atsuko has been knocked out and caged. Leo and Luna defeated Roman, but he still caged them. The henchmens' repeated attacks on Ash-Greninja have made Ash collapse and they caged him and his Pokemon as well. Dr. Claw used a Power Disrupter to drain Energizer to a point where she collapsed. Link and Ganondorf are still fighting. Stature and Mass Master have been knocked out. Penny is fighting Dr. Claw one-on-one. Then, Ben 10 finally arrives on the scene. Ben turns into a creature that looks like a humanoid made of stars. "Meet Alien X", Ben declares. Ben uses Alien X's powers to revive everyone and bust all the cages. Then, Ben changes back to his normal self. Rex comes busting in through a wall moments later. He has his powers back.

"How'd you get your Powers back?", Penny asks Rex. "I have my ways", Rex responds. Rex generates his arm sword and joins Link in fighting Ganondorf. Ash returns Greninja to its Poke Ball, then has Pikachu hit Roman with a Thunderbolt. Ben turns into a creature made of building Blocks. "This is Bloxx" Ben explains. Penny generates the Slam Cannon and Bloxx folds up and crawls into it. Penny fires him right at Dr. Claw. Bloxx slams into Dr. Claw, knocking them both through a wall. Link and Rex manage to trap Ganondorf in a cage. Bloxx puts the now unconscious Dr. Claw in a cage. Roman triesto flee, but runs straight into Zero-G and Lightspeed, who have just arrived on the scene. Lightspeed runs and grabs a cage and Zero-G puts Roman inside of it. Everyone regroups around the three caged villains. "A job well done, team" Penny comments, "A job well done".

Penny makes it back to the hospital just as Inspector Gadget is checking himself out. Everyone returns to the Gadgets' house. Penny tells her uncle about how she gathered all these allies and took down Dr. Claw, Ganondorf, and Roman. Then, she shows her uncle the powers she got from Rex. "So you're like a "Gadgette" now", Gadget remarks. "I like the sound of that", Penny remarks back. Zero-G and Lightspeed tell Energizer and Mass Master that its time to go. Energizer wants to stay with Penny's team. Mass Master and Cassie decide to return to New York with Zero-G and Lightspeed. Leo and Luna head back to new Domino City. Rex decides to hang out with penny and help her master her powers. Ben and Ash also decide to stick around. Atsuko is more than happy to remain on Penny's team. Link decides to stay as well, at least for a little while. He wants a break from dungeon-crawling. This leaves the team with Penny, Atsuko, Ben, Rex, Ash, Link, and Energizer. "We need a cool team name", Rex suggests, "We can't just keep calling ourselves Penny's team". "How about Penny's Avengers", Energizer suggests. "Let's call ourselves the League of Super Kids", Ash suggests. "No and heck no", Penny remarks. It is link who finally makes a decent suggestion. "Lets call ourselves Penny's Heroes", Link suggests. "That I like the sound of" Penny remarks, "Penny's Heroes it is".

Penny Gadget: Civil War


Following their defeat of Dr. Claw, the team now known as "Penny's Heroes" takes said villain to Chief Quimby so Dr. Claw can be sent to jail. Roman Goodwin is returned to New Domino City, and Ganondorf is returned to Hyrule. Inspector Gadget confronts Dr. Claw, before the villain is jailed. "Any last words, Claw?" Gadget remarks. "As a matter of fact, yeah", Claw comments, "You were never a match for me. It was your niece and her dog that foiled all my plans. They gave you all the credit". This catches Gadget by surprise, as he did not know this. After Claw is behind bars, Gadget pulls Penny aside. "Have you really been secretly following me on my missions?" He asks her. "Yes", Penny answers, "I'm more than capable of taking care of myself and you fail to realize that". "What I do is dangerous and you shouldn't be a part of it", Gadget demands. Rex, who can't help overhearing, remarks, "Your niece is an excellent crimefighter and I'm gonna make sure she gets to use her skills effectively if I gotta train her myself". "I know you have a crush on my niece, but I refuse to risk her getting hurt. If you even think about involving her in a battle with criminals, I'll be forced the arrest you", Gadget declares. Rex, not being the slightest bit concerned about Gadget's threat, remarks, "you and what army?". Rex quickly generates his hover-mobile, grabs Penny, and zooms away.

Gadget decides to gather some allies and then confront Rex. He all but figures Penny will side with Rex. Gadget is surprised when Ash and Serena opt to side with him. "I agree with you wanting to protect Penny", Serena says. "Serena forced me to go along with her", Ash says. Yugi Moto and Jaden Yuki also side with Gadget. they both have experience protecting someone they love, with Yugi having rescued his grandfather from Pegasus, and Jaden having given up his duel spirit friend Yubel and then reunited with her during his third year at Duel Academy. Gadget also gains Deadpool as an ally. Deadpool won't say why he is siding with Gadget, and Gadget begins suspecting that Deadpool has ulterior motives. Link sides with Gadget, having saved Zelda more times than he can count.

Penny stops by to try and convince her uncle to reconsider what he said to her and Rex. Gadget says he has gathered allies to combat Rex. Alarmed, Penny rushes back to where Rex is waiting and tells him what her uncle is planning. "We've got to gather an army of own own", Rex suggests. Yusei Fudo, who has finally gotten out of the hospital, agrees to side with Penny and Rex. The Flash and Vibe also agree that Penny is a capable crimefighter and side with Rex. Ben Tennyson, being friends with Rex, easily agrees to side with him and Penny. Rex and Penny next recruit Harry Potter.

The Next day, around noon, the two teams meet up in an abandoned parking lot for the big showdown. Link strikes first, tossing his boomerang at Cisco. The Flash quickly grabs it, and then finds himself face-to-face with Deadpool. Ben 10 turns into Diamondhead, forms his arms into sword-like shapes, and engages Link in a swordfight. The Flash tosses the boomerang back at Link. "I've fought a villain who used boomerangs" The Flash remarks at Link, "I beat him easily". "Hey, speed-freak", Deadpool taunts The Flash, "Catch this". Deadpool draws two pistols and shoots like crazy. The Flash hastily grabs all the bullets. He unknowingly misses one bullet which strikes Ash right in his chest, killing him instantly. Serena, angered at Deadpool, sends out Braixen and orders it to roast Deadpool with Flamethrower. Deadpool laughs as the flames ingulf him, then draws a pistol and shoots Serena dead.

Meanwhile, Link and Ben 10 are still duking it out. Ben, now Wildvine, dodges volleys from Link's hookshot. Link switches to throwing Bombs at Ben. Ben switches to Upchuck and devours them all. Deadpool continues taunting The Flash as Barry delivers a series of rapid-fire punches that don't even phase Deadpool. The Flash hits Deadpool with a bolt of lightning, but that doesn't seem to do much damage either. Vibe fires an energy blast at Deadpool, but Deadpool deflects it with one of his swords. Ben turns into Benwolf (a werewolf-like alien) and uses his sonic howl to send Link flying. Link pulls out his crossbow and shoots an arrow right into Benwolf's mouth, but Benwolf simply bites it in two.

Yugi and Jaden try to convince Yusei to side with Gadget, while Yusei tries to get them to side with Rex. Realizing that words won't help then, Yugi and Jaden face Yusei in a 2-vs-1 Duel. Meanwhile, Inspector Gadget and Rex face off. Rex generates his flying machine while Gadget yells "Go go Gadget Copter" and sprouts helicopter blades. Gadget and Rex trade blows in midair. Penny, who has the same powers as Rex, generates a big sword from her arm and attacks Deadpool. Deadpool uses his swords to parry her attack. Deadpool then takes off running. He spots the dead body of Ash Ketchum and stops to swipe all of Ash's Pokemon, except Pikachu who refuses to leave Ash's side. When the Flash runs by, Pikachu leaps on his shoulder and the two of them unleash a powerful electric combo attack on Deadpool. Deadpool sends out Greninja, which he took from Ash, and forces it to transform into a Deadpool-Greninja. The Electric combo attack does major damage to Deadpool-Greninja, but the Pokemon remains standing. Deadpool runs off, leaving Deadpool-Greninja behind.

Ben 10 turns into a green Martian, but Link uses his fire rod to exploit that form's weakness to fire and force Ben to change back. Yusei summons "Stardust Dragon", Jaden summons "Elemental HERO Neos", and Yugi summons "Dark Magician". Penny begins to realize that all the fighting is getting out of hand. Gadget and Rex are flying around above the battle, beating the crap out of each other. Ben 10 and Link are jumping from Form to Form and Weapon to Weapon. Deadpool has disappeared, but Deadpool-Greninja is putting up a good fight against Vibe. Harry Potter is trying to help Cisco while The Flash zooms around searching for Deadpool. Penny walks over to where the three Yu-Gi-Oh duelists are dueling it out. "We need to put an end to all this fighting", Penny shouts at them, "Ash and Serena are dead and everyone else is bound to be injured in some way". Yugi, Jaden, and Yusei put an end to their duel, ending it in a draw, and decide to work with Penny to end the fighting.

Ben 10 turns into Cannonbolt and launches at Link. Link holds out his shield and deflects Cannonbolt. After a few more rounds of Cannonbolt slamming into Link's shield, the Omnitrix flashes red. Ben turns back to his normal form and collapses. As Link stands triumphant, Yugi approaches him. "We need to stop this fighting", Yugi tells Link. Cisco and Harry Potter combine a Vibe blast with a Stunning spell (Stupify) and finally defeat Deadpool-Greninja, which reverts back to its normal Greninja appearance. They return Greninja to its Poke Ball (Which Deadpool simply dropped on the ground before he fled) and set the Poke Ball beside Ash's body.

Everyone except Gadget and Rex has stopped fighting. The Flash is still off somewhere looking for Deadpool. "Go go Gadget Arms and Legs", Gadget yells. Gadget's arms and legs shoot out and pin Rex to the ground. "You had enough yet?", Gadget asks Rex. Penny walks up to them. "Enough already" She shouts, "This fighting is getting us no where". Penny generates big metal fists and punches Gadget, knocking him away from Rex. "I already told you I'm more than capable of taking down criminals", Penny continues, "thanks to that accident at Dr. Claw's base, I have the same powers as Rex. If you won't listen to me, i'll use force to convince you". Penny, now enraged, Lashes out at her uncle. Rex decides to sit this one out, opting to watch the epic Niece vs Uncle fight with everyone else. Gadget tries to grab Penny with his arms and legs the same way he grabbed Rex, but Penny generates the flying machine and blows him away. Gadget inflates his coat, and floats towards Penny. Penny generates the slam cannon. To give Penny some "ammo", Yugi summons Kuriboh and puts it in the Slam Cannon. Yugi activates Multiply as Penny fires the cannon, causing Gadget to get bombarded by Kuribohs. Penny then deals a devastating blow to Gadget with a big metal fist, knocking Gadget down to the ground. "Have I proven my worth yet?", She asks him.

Gadget gets up and calmly says, "I admit you have the skills to make it as a crimefighter. I apologize for this whole conflict. When Dr. Claw told me you were solving my cases for me, and simply letting me take all the credit, I was hurt". Gadget starts to cry. "If its true that I never really did anything to solve my cases, what use am I to anyone". Penny starts crying as well. "You're still of use to me", Penny says, sounding remorseful. Then, the Flash reappears and notices the fighting has stopped. "We've got a big problem", The Flash tells everyone, "Deadpool was only here cuz Dr. Claw hired him to kill Gadget and Penny. Right now, Deadpool is on his way to break Dr. Claw out of jail".

Everyone rushes to the Metro City Jail to find Deadpool, armed with a bazooka, blasting at the jailhouse walls. As the rush to confront Deadpool, one of the walls gives way. Dr. Claw emerges from the wreckage. "I knew if I told you about how Penny did all your work for you, It would be easy for me to plan a break out while you were distracted", Dr. Claw boasts, "I had already hired Deadpool to kill you, but he was busy and didnt make it to Metro City until I was already in jail. I had him infiltrate your little fight to weaken and distract you before he came to bust me out of here". Everyone prepares to square off with Deadpool and Dr. Claw in an epic final showdown.

Penny, Rex, and Gadget confront Dr. Claw while everyone else goes after Deadpool. The Flash runs around Deadpool in circles, trapping him in a vortex. Harry levitates Vibe and Link over the vortex, enabling them to drop bombs on, and fire Vibe blasts at, Deadpool. Ben turns into Four-Arms and jumps into the vortex to pummel Deadpool. Yugi, Jaden, and Yusei run off and alert Chief Quimby to the situation. Quimby follows them back to the Metro City Jail. The Flash drops the vortex and Four-arms knocks Deadpool to the ground. Penny and Rex pummel Dr. Claw with their big metal fists. When Claw is on the verge of collapsing, Penny and Rex back off and tell Gadget, "finish him. you've earned it". Gadget yells "Go go Gadget Arms", extends his arms, and KOs Dr. Claw. As Four-Arms goes to deliver a knock-out blow to Deadpool, the Omnitrix times out and Ben returns to his normal form. Deadpool throws Ben off of him, draws his gun, turns around and fires. The bullet strikes Chief Quimby in his chest. Deadpool runs off as Quimby drops to the ground.

Penny and Gadget rush to Quimby's side. "I heard about your niece being the one who solved your crimes. You should be proud of her.", Quimby tells Gadget, "Know that I don't think you are useless either. That is why, as I lay here dying, I am naming you as my successor as Metro City Police Chief". "Thanks Chief", Gadget says remorsefully. "I'm not the chief anymore. You are", Quimby remarks with a smile, and with that, Quimby dies.

A few weeks later, after Dr. Claw is safely back behind bars, and the funerals for Ash, Serena, and Quimby are over. The citizens and police of Metro City gather to welcome their new Police Chief, Chief Gadget. "I look forward to a new era of keeping Metro City safe" Gadget declares, "and to help me with that, I'd like to introduce my Niece, Penny, who will be taking my place as Inspector. She has proven to me that she is more than capable of doing what needs to be done to protect our fair city". Penny walks up onto the stand, wearing a trenchcoat similar to the one her uncle wore as an Inspector. "Recent events have given me Powers similar to both my uncle's powers and the powers possessed by my boyfriend, Rex Salazar. I look forward to serving this city as the new Inspector Gadget, er, call me Gadgette. I'd feel a bit weird being called Inspector Gadget", Penny remarks. Everyone laughs.

The Ultimate Tournament

Chief Gadget is feeling bored. Things have been rather quiet in Metro City. His niece Penny, now known as Gadgette, easily defeated the few criminals that have shown up lately. She even defeated Seto Kaiba in a duel when he wanted to bulldoze a Metro City landmark to make room for a new branch of Kaibacorp. Gadgette herself is feeling bored. Generator Rex returns from his latest mission with Providence (the government agency he works for). "Anything big going on around here?" Rex asks Gadgette. "Nothing much. It's gotten boring around her lately", Gadgette responds. "How about we go out for dinner?" Rex asks Gadgette. "Sounds good", Gadgette responds.

A short time later, Rex and Penny are eating dinner at a fancy restaurant. "It's been so boring around here lately that I almost miss that epic fight we had when I was trying to prove myself to my uncle", Penny remarks. "I know how we can liven things up around here", Rex suggests, "let's do something like that epic fight again, but make it a tournament and invite all comers". "That sounds like a great idea", Penny shouts. The two of them share the idea with Chief Gadget, who agrees to host the tournament himself.

A short time later, Chief Gadget, Penny, and Rex are inside a stadium on the outskirts of Metro City amidst a rather large crowd of individuals that are here to compete in the tournament. the rules for the tournament are simple: each character uses whatever weapons, gadgets, or powers they posses to try and defeat their opponent in whatever way they see fit (killing is greatly discouraged, of course). Chief Gadget won't be competing, as he's the tournament MC. Gadget steps up on the MC's podium to make a statement, "before we begin, I'd like to dedicate this, the first-ever Metro City Ultimate Tournament, to the late former police chief, Quimby". Gadget steps down from the podium and everyone rushes to meet their first-round opponent. The tournament uses a secret bracket, so no one will know who they are facing until they arrive at the destinations for their battles, which are scattered through out Metro City. Chief Gadget has a gigantic TV screen back at the stadium, displaying every battle in the tournament.

Penny/Gadgette makes her way to an abandoned MAD base. Upon arriving, she sees a mysterious boy float out of a wall. His head and torso are that of a normal human boy, but where his legs should be, he has a tail like that of a ghost. "I'm Danny Phantom", the boy introduces himself, "and you must be my opponent". "I'm Gadgette", Gadgette responds. Gadgette and Danny square off. Danny phases in and out of walls, making it hard for Penny to land a hit. Penny generates the big metal fists and punches the walls, knocking down wall after wall. The whole base soon collapses. Penny then uses her computer book to disrupt Danny's spectral form and make him solid. Before Danny can react, Penny punches him and knocks him out. Back in the stadium, Gadget declares, "Gadgette has defeated Danny Phantom. She will advance to the next round".

The other round 1 matches get underway around Metro City. Michelangelo (representing the TMNT) battles Egon Spengler (representing the Ghostbusters) in the sewers. Optimus Prime battles Godzilla down on the beach. Jade Chan fights Kim Possible in a beauty salon. Captain Underpants battles Shrek in a field of onions. Howard the Duck battles Darkwing Duck on the roof of a barn. Rex battles Hiro and Baymax inside Penny's school. Yugi Moto battles Sabrina the teenage witch in a magic shop. Ben 10 battles Cisco/Vibe in a science lab. Energizer (representing Power Pack) battles Bonnie (representing the Pokemon world) at the electric plant. Static Shock battles The Flash on a racetrack. On the other side of the racetrack, Vanellope von Schweetz battles Ginny Weasley. Stitch battles the Hulk at the gym. Harry Potter battles Ezekiel Jones (representing the Librarians) in the city library. Sharkboy battles Superman at the Aquarium. Lavagirl battles Shaggy and Scooby (representing Mystery Inc) in a haunted house. Ant-Man battles Wreck-it Ralph in the park. Spider-Man battles Neo, a mysterious man dressed in black and wearing black shades, on the city square. Yusei Fudo battles Michael Knight and K.I.T.T. out at the fairgrounds. Tai and Greymon (representing the Digidestined) battle The Wonder Twins up on a dam. Jaden Yuki battles Mavis Dracula in a cave. Yuma Tsukumo ends up battling Yuya Sakaki in a card shop. In a mall parking lot, Link battles a mysterious green-faced man who calls himself The Mask. Iron Man battles Seto Kaiba (who shows up to the battle in armor of his own, calling himself Kaibaman) on top of a skyscraper. Anna and Elsa battle Supergirl in an ice cream shop.

The First round battles start winding down. Optimus defeats Godzilla by blasting him far out to sea. Michelangelo defeats Spengler. Jade defeats Kim Possible. Captain Underpants challenges Shrek to a farting contest, which Shrek wins. Darkwing plucks Howard. Rex lands a damaging blow on Hiro, causing Baymax to concede defeat so he can tend to Hiro. Yugi duels Sabrina, defeating her with Dark Magician. Ben tricks Cisco into opening a breach, then (as Kickin Hawk) he kicks Cisco into it, and the breach closes before Cisco can return. Energizer knocks Bonnie out despite Bonnie calling on Zygarde. The Flash short-curcuits Static Shock. Vanellope (in her go-kart) races Ginny (on her broomstick), and the race ends with Vanellope victorious. Stitch and Hulk end up KOing each other. Harry makes short work of Ezekiel. Superman easily defeats Sharkboy. Shaggy and Scooby manage to defeat Lavagirl by tricking her into falling in a pool of water. Wreck-It Ralph squashes Ant-Man. Spider-Man manages to catch Neo in his web. Yusei races Michael and KITT, and manages to win. Greymon ends up falling off the dam after digivolving to Metalgreymon, resulting in a win for the Wonder Twins. Mavis manages to scare Jaden away, winning the battle as a result. Yuya wins his duel with Yuma. Link manages to remove The Mask's mask and destroy it with some bombs. now back to being plain old Stanley Ipkiss, The Mask forfeits. Iron Man defeats Seto Kaiba/Kaibaman, destroying Kaiba's armor in the process. Supergirl easily over powers both Anna and Elsa and defeats them.

Penny/Gadgette, Optimus Prime, Michelangelo, Jade, Shrek, Darkwing Duck, Rex, Yugi, Ben, Energizer, The Flash, Vanellope, Harry, Superman, Shaggy and Scooby, Wreck-It Ralph, Spider-Man, Yusei, the Wonder Twins, Mavis, Yuya, Link, Iron Man, and Supergirl move on to round two.
Chief Gadget's voice comes booming over the intercom, "round 2 is a free-for-all. The first 8 contestants to make it back the the stadium make it into the quarterfinals". Gadgette wastes no time in using her computer book to hack into both Optimus Prime and Iron Man and make them run the wrong way. Shrek scares Shaggy and Scooby away. Shrek next goes after Vanellope ,but Ralph attacks Shrek and the two of them engage in a fistfight. Jade whoops Michelangelo's butt. Spider-Man tries to web up Link, but Link cuts himself free with his Master Sword. Link then tosses his boomerang at Spider-Man, cutting Spider-Man's web and making him fall. Yugi stops Yuya for a duel while Yusei zooms on ahead. Vanellope rams Yusei with her kart, causing him to crash. Energizer blasts the Wonder Twins with energy blasts, sending them flying in opposite directions. Rex generates his Slam Cannon, loads Darkwing into it, and then launches Darkwing into the distance. The Flash is the first one to make it back to the stadium. Harry teleports (or "disapparates") Mavis to  a far-off location. Gadgette and Rex are second and third to reach the stadium. Vanellope arrives fourth. Jade and Energizer arrive together and Energizer blasts Jade, knocking her out. Superman, Supergirl, and Ben 10 are the last 3 to qualify for the quarterfinals. Ralph finally KOs Shrek and then decidesto go to the stadium and watch Vanellope compete in the quarterfinals. Yuya defeats Yugi, and they both realize they are too late to reach the stadium. Link and Spiderman continue fighting despite missing out on the quarterfinals, and Spider-Man eventually KOs Link.

The Quarterfinal matchups will take place in the stadium. The Flash, Gadgette, Rex, Vanellope, Energizer, Superman, Supergirl, and Ben 10 are the 8 quarter-finalists. The 4 quarterfinal matchups will be: Gadgette vs Supergirl, Rex vs The Flash, Ben 10 vs Superman, and Vanellope vs Energizer. Gadgette and Supergirl kick off their battle with Gadgette trying out numerous generated constructs against Supergirl, but Supergirl withstands them all. Gadgette remembers that Supergirl and Superman get their powers from yellow sunlight. Gadgette aims her watch at Supergirl and fires a beam that is equivalent to red sunlight, which weakens Supergirl. After hitting Supergirl with a few more of these red sun beams, Gadgette generates the big metal fists and KOs Supergirl. "Gadgette moves on to the semi-finals", Chief Gadget declares.

The second quarterfinal match is Generator Rex vs The Flash. Rex comes out swinging but, naturally, the Flash dodges all of Rex's attacks. The Flash huts Rex with a series of rapid-fire punches then runs around behind Rex for a sneak attack. This time, however, Rex is ready for him. Rex generates the Slam Cannon, just in time for the Flash to run right into it. Rex aims the cannon upward, and launches the Flash into the distance (even the Flash can't run on air). "Rex moves on to the semi-finals", Gadget declares. Ben 10 faces Superman in the third quarterfinal match. Ben turns into XLR8, but Superman easily keeps up with him. Ben turns into Four-Arms, but Superman matches him blow for blow. Fed up, Ben turns into Alien X and hits Superman with power energy waves that hurtle him clear into another universe. "Ben 10 moves on to the semi-finals", Gadget declares. In the last quarterfinal match, Vanellope faces Energizer. Vanellope glitches around so that Energizer can't land a hit. After a while, Vanellope jumps in her go-kart and tries to chase Energizer around. Energizer grabs onto Vanellope's go-kart, disintegrating part of it in the process. Energizer lets go and blasts the go-kart. The go-kart explodes, hurdling Vanellope out of the stadium. Ralph rushes off after her. "Energizer moves on to the semi-finals", Gadget declares.

The four Semi-finalists are Gadgette, Rex, Ben 10, and Energizer. Gadgette will face Energizer while Rex will face Ben 10. The girls are up first. Gadgette starts off with the big metal fists, but Energizer disintegrates them. Gadgette tries generating other constructs, but Energizer disintegrates them too. As Energizer gets ready to blast Gadgette, Gadgette gets an idea. She generates the Slam Cannon and intercepts Energizer's energy blast. As Energizer prepares a second energy blast, Gadgette fires the first one back at her. The two blasts collide, causing an explosion that blasts Energizer out of the stadium. "Gadgette has made it to the finals", Gadget declares.

Generator Rex and Ben 10 face off to see who will face Gadgette in the final match. Ben turns into Lodestar as Rex generates his big metal fists. Lodestar uses his magnetic powers to draw Rex towards him. When he's close to Lodestar, Rex breaks free and punches Lodestar. Ben switches to Up-Grade and tries to take control of Rex's constructs. Rex manages to throw Up-Grade off of him. Rex generates his big arm sword, and Ben turns into Diamondhead. Diamondhead shapes his arms into swords too and engages Rex in a swordfight. Rex and Diamond head clash until Rex manages to damage Diamondhead with his sword. Ben switches to Four-Arms and Rex generates his big metal fists. Rex and Four-Arms face-off again. Four-arms slowly manages to overpower Rex's metal first. Four-arms lifts Rex up and then slams him to the ground. Rex is knocked out. "Ben 10 will face Gadgette in the final match", Gadget delcares.

Chief Gadget gives Ben a chance to rest and let his Omnitrix recharge. Rex gives Gadgette a pep talk, encouraging her to defeat Ben. As the final match begins, Ben quickly turns into Up-Grade and attaches himself to Gadgette's computer book. Gadgette uses her watch to remove Up-Grade from her computer book. Gadgette generates big Metal fists, but Ben counters by turning into Four-arms. Gadgette manages to drive back Four-Arms, something Rex had been too exhausted to do. Gadgette realizes Ben's Omnitrix gives him a big advantage over her. She decides to hack it with her watch and computer book. Penny loads an energy signal in her watch and then generates the big metal boots and slams down hard on Ben, turning him back to normal. Penny aims her watch at the Omnitrix and releases the energy signal. Ben knocks her backwards and tries to transform again, but the Omnitrix isn't responding. Penny presses some buttons on her computer book and Ben turns into Grey Matter. Gadgette walks over and places her foot right on top of Grey Matter, pressing him to the ground. "I surrender", Ben says, realizing Gadgette had him outsmarted, plus she'd hacked the Omnitrix so she could control what he turned into, making it pointless for him to continue fighting her. Gadget rushes down to where Gadgette is standing. "Congratulations", he shouts, "I knew you could win it all". Gadgette releases Grey Matter from under her foot and breaks her control over the Omnitrix. "It just goes to show you that, no matter how strong an opponent may be, you can overcome their brawn by using your brain", Gadgette remarks. Rex runs over to Gadgette and promptly kisses her. "This tournament was amazing", Gadgette comments, "We totally gotta do some like this again some time".